SEPARATE ACCOUNT FP OF EQUITABLE VARIABLE LIFE INSURANCE CO
497, 1995-09-12
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Rule 497(d)
File Number 33-83948


          PROSPECTUS


          Incentive Life Plus(TM)


          SEPTEMBER 15, 1995


          EQUITABLE VARIABLE LIFE INSURANCE COMPANY


<PAGE>


                                 INCENTIVE LIFE
                                    PLUS(TM)


                       Prospectus Dated September 15, 1995

Incentive Life Plus is a flexible  premium variable life insurance policy issued
by  Equitable   Variable  Life  Insurance  Company   (Equitable   Variable),   a
wholly-owned  subsidiary of The Equitable Life  Assurance  Society of the United
States (Equitable).

The policy  offers  flexible  premium  payments,  a choice of two death  benefit
options,  increases and decreases to the policy's Face Amount of insurance and a
choice of  funding  options,  including  a  guaranteed  interest  option and the
following thirteen investment portfolios:

<TABLE>
<C>                                       <C>                     <C>
o  Money Market                           o Equity Index          Asset Allocation Series:
o  Intermediate Government Securities     o Common Stock          o Conservative Investors
o  Quality Bond                           o Global                o Balanced
o  High Yield                             o International         o Growth Investors
o  Growth & Income                        o Aggressive Stock
</TABLE>

We do not guarantee the investment  performance of these investment  portfolios,
which involve varying degrees of risk.

Although premiums are flexible,  additional premiums may be required to keep the
policy in effect.  The policy may terminate if its value (net of any policy loan
and  surrender  charge) is too small to pay the policy's  monthly  charges.  The
policy can be guaranteed to stay in force  regardless of investment  performance
through the death benefit guarantee provision (if available in your state).

You can borrow against or withdraw money from the policy,  within limits.  Loans
and withdrawals will reduce the policy's death benefit and cash surrender value.
You can  also  surrender  the  policy.  A  surrender  charge  will  apply if you
surrender  the policy during the first  fifteen  policy years or within  fifteen
years after  certain  Face Amount  increases.  This charge may also apply if you
reduce the Face Amount or if the policy terminates.

Your Equitable  agent can provide you with  information  about all forms of life
insurance  available  from us and  Equitable  and help you decide which may best
meet your needs.  Replacing  existing  insurance  with an Incentive Life Plus or
other policy may not be to your advantage.

You may examine the policy for a limited  period and cancel it for a full refund
of premiums paid.

PLEASE READ THIS  PROSPECTUS  CAREFULLY AND KEEP IT FOR FUTURE  REFERENCE.  THIS
PROSPECTUS  CONTAINS  INFORMATION  THAT  SHOULD  BE KNOWN  BEFORE  INVESTING  IN
INCENTIVE  LIFE PLUS.  THIS  PROSPECTUS  IS NOT VALID UNLESS IT IS ATTACHED TO A
CURRENT PROSPECTUS FOR THE HUDSON RIVER TRUST.

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


 Copyright 1995 Equitable Variable Life Insurance Company. All rights reserved.


VM 511


<PAGE>


                                TABLE OF CONTENTS

                                                                     PAGE
                                                                     ----
SUMMARY OF INCENTIVE LIFE PLUS FEATURES................................1
PART 1 -- DETAILED INFORMATION ABOUT EQUITABLE VARIABLE AND
          INCENTIVE LIFE PLUS INVESTMENT CHOICES.......................5
          THE COMPANY THAT ISSUES INCENTIVE LIFE PLUS..................5
            Equitable Variable.........................................5
            Our Parent, Equitable......................................5
          THE SEPARATE ACCOUNT AND THE TRUST...........................5
            The Separate Account.......................................5
            The Trust..................................................5
            The Trust's Investment Adviser.............................5
            Investment Policies Of The Trust's Portfolios..............6
          THE GUARANTEED INTEREST ACCOUNT..............................7
            Adding Interest In The Guaranteed Interest Account ........7
            Transfers Out Of The Guaranteed Interest Account...........8
PART 2 -- DETAILED INFORMATION ABOUT INCENTIVE LIFE PLUS...............8
          FLEXIBLE PREMIUMS............................................8
            Planned Periodic Premiums And Specified Premiums...........8
            Premium And Monthly Charge Allocations.....................8
          DEATH BENEFITS...............................................9
            Guaranteeing The Death Benefit.............................9
          CHANGES IN INSURANCE PROTECTION..............................9
            Changing The Face Amount...................................9
            Changing The Death Benefit Option.........................10
            Substitution Of Insured Person............................10
            When Policy Changes Go Into Effect........................11
          MATURITY BENEFIT............................................11
          LIVING BENEFIT OPTION.......................................11
          ADDITIONAL BENEFITS MAY BE AVAILABLE........................11
          YOUR POLICY ACCOUNT VALUE...................................11
            Amounts In The Separate Account...........................12
            How We Determine The Unit Value...........................12
            Transfers Of Policy Account Value.........................12
            Automatic Transfer Service................................12
            Telephone Transfers.......................................12
            Charge For Transfers......................................13
          BORROWING FROM YOUR POLICY ACCOUNT..........................13
            How To Request A Loan.....................................13
            Policy Loan Interest......................................13
            When Interest Is Due......................................13
            Repaying The Loan.........................................13
            The Effects Of A Policy Loan..............................14
          PARTIAL WITHDRAWALS AND SURRENDER...........................14
            Partial Withdrawals.......................................14
            Surrender For Net Cash Surrender Value....................14
          DEDUCTIONS AND CHARGES......................................14
            Deductions From Premiums..................................14
            Deductions From Your Policy Account.......................15
            Charges Against The Separate Account......................16
            Trust Charges.............................................16
            Surrender Charges.........................................16
          ADDITIONAL INFORMATION ABOUT INCENTIVE LIFE PLUS............18
            Your Policy Can Terminate.................................18
            You May Restore A Policy After It Terminates..............18
            Policy Periods, Anniversaries, Dates And Ages.............18
          TAX EFFECTS.................................................19
            Policy Proceeds...........................................19
            Diversification...........................................20
            Policy Changes............................................20
            Tax Changes...............................................20
            Estate And Generation Skipping Taxes......................20
            Pension And Profit-Sharing Plans..........................21
            Other Employee Benefit Programs...........................21
            Our Taxes.................................................21
            When We Withhold Income Taxes.............................21
PART 3 -- ADDITIONAL INFORMATION......................................21
          YOUR VOTING PRIVILEGES......................................21
            Trust Voting Privileges...................................21
            How We Determine Your Voting Shares.......................21
            Separate Account Voting Rights............................22
          OUR RIGHT TO CHANGE HOW WE OPERATE..........................22
          OUR REPORTS TO POLICYOWNERS.................................22
          LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY.................22
          YOUR PAYMENT OPTIONS........................................22
          YOUR BENEFICIARY............................................23
          ASSIGNING YOUR POLICY.......................................23
          WHEN WE PAY POLICY PROCEEDS.................................23
          DIVIDENDS...................................................23
          REGULATION..................................................23
          SPECIAL CIRCUMSTANCES.......................................23
          DISTRIBUTION................................................24
          LEGAL PROCEEDINGS...........................................24
          ACCOUNTING AND ACTUARIAL EXPERTS............................24
          ADDITIONAL INFORMATION......................................24
          MANAGEMENT..................................................25
PART 4 -- ILLUSTRATIONS OF POLICY BENEFITS............................27
SEPARATE ACCOUNT FP FINANCIAL STATEMENTS...........................FSA-1
EQUITABLE VARIABLE FINANCIAL STATEMENTS..............................F-1
APPENDIX A -- COMMUNICATING PERFORMANCE DATA.........................A-1
              LONG-TERM MARKET TRENDS................................A-1

--------------------------------------------------------------------------------
In this  prospectus  "we," "our" and "us" mean  Equitable  Variable,  a New York
stock life insurance company.  "You" and "your" mean the owner of the policy. We
refer to the person who is covered by the policy as the "insured person" because
the insured person and the  policyowner  may not be the same.  Unless  indicated
otherwise,  the  discussion in this  prospectus  assumes that there is no policy
loan outstanding and that the policy is not in a grace period.

THE POLICY IS NOT  AVAILABLE  IN ALL  JURISDICTIONS.  THIS  PROSPECTUS  DOES NOT
CONSTITUTE  AN  OFFERING  IN ANY  JURISDICTION  IN WHICH SUCH  OFFERING  MAY NOT
LAWFULLY BE MADE.  EQUITABLE  VARIABLE  DOES NOT AUTHORIZE  ANY  INFORMATION  OR
REPRESENTATIONS  REGARDING THE OFFERING  DESCRIBED IN THIS PROSPECTUS OTHER THAN
AS CONTAINED IN THIS  PROSPECTUS  OR ANY ATTACHED  SUPPLEMENT  THERETO OR IN ANY
SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY EQUITABLE VARIABLE.


<PAGE>


                        WHAT IS VARIABLE LIFE INSURANCE?

Variable life insurance is one kind of permanent cash value life insurance. Like
other  kinds of  permanent  cash  value life  insurance,  such as whole life and
universal  life  insurance,  variable  life  insurance  generally  provides  two
benefits:  an  income  tax-free  death  benefit  and a  cash  value  that  grows
tax-deferred.

What sets variable life  insurance  apart from  universal life and whole life is
that  variable  life  insurance  allows the  policyowner  to direct  premiums to
different mutual fund options.  This enables a policyowner to harness the growth
potential of, for example,  the equity markets,  but the policyowner  also bears
the risk of investment  losses.  In contrast,  whole life  insurance  provides a
minimum  guaranteed  cash value and universal life applies a minimum  guaranteed
interest rate to premiums.

Some  variable  life  insurance  policies  offer some of the other  features  of
universal  or whole  life such as premium  flexibility  (universal  life),  face
amount  increases  (universal  life) or death benefit  guarantees  (whole life).
Equitable Variable and its parent,  Equitable,  offer an array of permanent cash
value  insurance  products and your Equitable agent can help you determine which
product best suits your insurance needs.

                     SUMMARY OF INCENTIVE LIFE PLUS FEATURES

THE  FOLLOWING  SUMMARY IS  QUALIFIED IN ITS ENTIRETY BY THE TERMS OF THE POLICY
WHEN  ISSUED  AND THE MORE  DETAILED  INFORMATION  APPEARING  ELSEWHERE  IN THIS
PROSPECTUS (SEE TABLE OF CONTENTS ON OPPOSITE PAGE).

PUTTING MONEY INTO THE POLICY

FLEXIBLE PREMIUMS

o  Premiums  may be  invested  whenever  and in whatever  amount you  determine,
   within  limits.  Other than the initial  premium,  there are no  scheduled or
   required  premium payments  (however,  under certain  conditions,  additional
   premiums may be needed to keep a policy in effect).  See FLEXIBLE PREMIUMS on
   page 8.

POLICY ACCOUNT

o  Net  premiums  are put in your  Policy  Account  and  can be  allocated  to a
   Guaranteed Interest Account and to one or more funds of Equitable  Variable's
   Separate  Account FP (each a Fund,  and  together,  the Funds or the Separate
   Account).  The Funds invest in  corresponding  portfolios of The Hudson River
   Trust (Trust), a mutual fund. See THE SEPARATE ACCOUNT and THE TRUST, both on
   page 5.

o  Transfers can be made among the various funding options, BUT TRANSFERS OUT OF
   THE GUARANTEED INTEREST ACCOUNT CAN ONLY BE MADE DURING A LIMITED TIME AND IN
   LIMITED AMOUNTS. See TRANSFERS OUT OF THE GUARANTEED INTEREST ACCOUNT on page
   8 for a  description  of these  limitations.  Transfers  into the  Guaranteed
   Interest  Account and among the Funds may  generally  be made at any time and
   are subject to certain  minimum  transfer  amounts.  See  TRANSFERS OF POLICY
   ACCOUNT VALUE on page 12.

o  There is no minimum guaranteed cash value for amounts allocated to the Funds.
   The value of amounts allocated to the Guaranteed Interest Account will depend
   on the interest rates declared and guaranteed each year by Equitable Variable
   (4% minimum). See THE GUARANTEED INTEREST ACCOUNT on page 7.

TAKING MONEY OUT OF THE POLICY

o  Loans may be taken  against 90% of a policy's  Cash  Surrender  Value (Policy
   Account  value  less any  applicable  surrender  charge)  subject  to certain
   conditions.  Loan  interest  accrues  daily  at a rate  determined  annually.
   Currently,  amounts  set aside to secure the loan earn  interest at a rate 1%
   lower than the rate charged for policy loan interest. See BORROWING FROM YOUR
   POLICY ACCOUNT on page 13.

o  Partial  Withdrawals of Net Cash Surrender  Value (Cash  Surrender Value less
   any loan and accrued loan interest) may be taken after the first policy year,
   subject to our approval and certain  conditions.  See PARTIAL  WITHDRAWALS on
   page 14.

o  The policy may be surrendered for its Net Cash Surrender Value, less any lien
   securing a Living Benefit payment, at which time insurance coverage will end.
   See SURRENDER FOR NET CASH SURRENDER VALUE on page 14.

INSURANCE PROTECTION FEATURES

DEATH BENEFITS

o  Option A, a fixed benefit equal to the policy's Face Amount.

o  Option B, a variable benefit equal to the Face Amount plus the Policy Account
   value.

o  In some  cases a higher  death  benefit  may  apply in order to meet  Federal
   income tax law requirements. See DEATH BENEFITS on page 9.

o  After the first  policy year,  you can  increase  the Face Amount.  After the
   second  policy  year,  you can  decrease the Face Amount or change your death
   benefit  option.  Conditions  apply to Face Amount and death  benefit  option
   changes.  The  minimum  Face  Amount is  generally  $50,000.  See  CHANGES IN
   INSURANCE PROTECTION on page 9.

o  After the second  policy  year,  you may be able to  substitute  the  insured
   person. See SUBSTITUTION OF INSURED PERSON on page 10.

DEATH BENEFIT GUARANTEE

o  The  death  benefit  guarantee  provision   guarantees  that,  under  certain
   conditions,  the policy will  remain in force even if the Net Cash  Surrender
   Value is too small to pay the  monthly  policy  charges.  The  death  benefit
   guarantee  provision is not available in some states,  including New York. In
   those  states  a  3-Year  no  lapse  guarantee   provision  will  apply.  See
   GUARANTEEING  THE  DEATH  BENEFIT  on  page  9 for  a  description  of  these
   provisions and the conditions that apply.

MATURITY BENEFIT

o  A maturity  benefit  equal to the  amount in your  Policy  Account,  less any
   policy loan, any lien securing a Living Benefit payment and accrued interest,
   is payable on the policy  anniversary  nearest  the  insured  person's  100th
   birthday  (Final Policy Date),  if the insured person is still living on that
   date. See MATURITY BENEFIT on page 11.


                                       1
<PAGE>


LIVING BENEFIT

o  The Living Benefit rider enables the  policyowner to receive a portion of the
   policy's  death  benefit  (excluding  death  benefits  payable  under certain
   riders) if the  insured  person has a terminal  illness.  The Living  Benefit
   rider will be added to most  policies at issue for no  additional  cost.  See
   LIVING BENEFIT OPTION on page 11.

ADDITIONAL BENEFITS

o  Disability waiver; accidental death; term insurance, including term insurance
   on an additional insured person,  children's term insurance, and first-to-die
   term  insurance;  option to purchase  additional  insurance;  and  designated
   insured option riders are available. See ADDITIONAL BENEFITS MAY BE AVAILABLE
   on page 11.

DEDUCTIONS AND CHARGES

FROM PREMIUMS (See DEDUCTIONS FROM PREMIUMS on page 14.)

o  Applicable charges for taxes imposed by states and other jurisdictions.  Such
   taxes currently range from .75% to 5% (Virgin Islands).

o  Premium Sales Charge ranging from 3% to 6% of premiums  paid,  depending upon
   the Face Amount.  Equitable Variable currently intends to stop deducting this
   charge once premiums paid equal a specified amount.

FROM THE POLICY ACCOUNT (See DEDUCTIONS FROM YOUR POLICY ACCOUNT on page 15.)

o  Administrative  charge  during  the first or first and  second  policy  years
   ranging from $20 per month to $55 per month  depending  upon the initial Face
   Amount and the insured  person's age. During  subsequent  years,  the monthly
   administrative  charge  ranges  from  $6 to $8  (subject  to  $10  per  month
   maximum).

o  Monthly  cost of  insurance  charge and  monthly  charge  for any  additional
   benefits.

o  Transaction  charges  (for  partial   withdrawals,   Face  Amount  increases,
   substitution of insured person and certain transfers).

o  Monthly  death  benefit  guarantee  charge  equal to $.01 per  $1,000 of Face
   Amount  including the face amount of any yearly  renewable  term rider on the
   insured person. This charge will not apply under certain circumstances.

FROM THE SEPARATE ACCOUNT

o  Current  charge for certain  mortality  and  expense  risks equal to .60% per
   annum (guaranteed not to exceed .90% per annum).

SURRENDER CHARGES (See SURRENDER CHARGES on page 16.)

o  An  Administrative  Surrender Charge will apply during the first eight policy
   years if you surrender the policy,  reduce its Face Amount, or it terminates.
   The Administrative Surrender Charge varies by issue age of the insured person
   and the Face Amount, and will never be more than $3,000.

o  A Premium Surrender Charge applies if the policy  terminates,  is surrendered
   for its Net Cash Surrender  Value or if the Face Amount is reduced during the
   first fifteen policy years. The maximum charge is equal to 66% of one "target
   premium." After the first nine policy years, the maximum charge declines on a
   monthly basis until it reaches zero at the end of the fifteenth policy year.

o  If you increase the policy's Face Amount,  additional  Surrender Charges will
   generally  apply to the amount of the increase for fifteen years beginning on
   the effective date of increase.

FROM THE TRUST (See THE TRUST'S INVESTMENT ADVISER on page 5.)

o  Trust shares are  purchased by the Separate  Account at net asset value which
   reflects  investment  management fees and other direct  expenses.  Investment
   management fees are charged at the maximum annual rates of .35% of net assets
   for the Equity  Index  Portfolio,  .40% for Common  Stock,  Money  Market and
   Balanced  Portfolios;  .50% for Aggressive Stock and Intermediate  Government
   Securities Portfolios;  .55% for High Yield, Global,  Conservative Investors,
   Growth Investors,  Quality Bond and the Growth & Income Portfolios;  and .90%
   for the International Portfolio.

VARIATIONS

o  Equitable  Variable is subject to the insurance laws and regulations in every
   jurisdiction in which Incentive Life Plus is sold. As a result,  various time
   periods and other terms and conditions  described in this prospectus may vary
   from state to state. These variations will be reflected in the policy.

o  The terms of Incentive  Life Plus may also vary where  special  circumstances
   result in a reduction in our costs.

o  A  modified  version of  Incentive  Life Plus may be  offered  where  certain
   conditions are met.

ADDITIONAL INFORMATION

CANCELLATION RIGHT

o  You have a right to examine the policy. You may cancel the policy, within the
   time limits described below, by sending it to our Administrative  Office with
   a written  request  to  cancel.  Insurance  coverage  ends when you send your
   request.

o  Your request to cancel the policy must be  postmarked no later than the later
   of: (i) 10 days after you receive  the  policy,  (ii) 10 days after we mail a
   written  notice  telling  you about your  rights to cancel,  or (iii) 45 days
   after you sign Part I of the policy application.

o  If you cancel the policy,  we will refund the premiums  you paid.  In certain
   cases where the policy was purchased as a result of an exchange of one of our
   life insurance policies, we may reinstate the prior policy.


                                       2
<PAGE>

o  There may be income tax and withholding implications if you cancel.

POLICY TERMINATION

o  The  policy  will  go  into  default  if the  Net  Cash  Surrender  Value  is
   insufficient to cover monthly charges and the death benefit  guarantee or the
   3-Year no lapse guarantee  provisions are not in effect. If this occurs,  you
   will be notified and given the opportunity to maintain the policy in force by
   making  additional  payments.  You may be able to restore a terminated policy
   within a limited time period,  but this will require  additional  evidence of
   insurability.  See YOUR POLICY CAN TERMINATE on page 18 and YOU MAY RESTORE A
   POLICY AFTER IT TERMINATES on page 18.

TAX EFFECTS

o  Generally,  under  current  Federal  income tax law,  death  benefits are not
   subject to income tax and Policy  Account  earnings are not subject to income
   tax as long as they remain in the Policy Account. Loans, partial withdrawals,
   surrender,  maturity,  policy  termination,  or a substitution of insured may
   result in recognition of income for tax purposes. See TAX EFFECTS on page 19.

                       HUDSON RIVER TRUST RATES OF RETURN

The rates of return shown below are based on the actual  investment  performance
of The Hudson River Trust portfolios,  after deduction for investment management
fees and direct  operating  expenses of the Trust,  for periods  ending June 30,
1995. The historical performance of the Common Stock and Money Market Portfolios
for  periods  prior to March  22,  1985 has been  adjusted  to  reflect  current
investment  management  fees of .40% per annum and  estimated  direct  operating
expenses  of the Trust of .10% per annum.  The Common  Stock  Portfolio  and its
predecessors  have been in  existence  since  1976.  The yields  shown below are
derived  from the actual rate of return of the Trust  portfolio  for the period,
which is then  adjusted  to omit  capital  changes in the  portfolio  during the
period. We show the SEC standardized  7-day yield for the Money Market Portfolio
and 30-day yield for the Intermediate  Government  Securities,  Quality Bond and
High Yield Portfolios.

These rates of return and yields are not  illustrative of how actual  investment
performance will affect the benefits under your policy. Moreover, these rates of
return and yields are not an estimate or guarantee of future performance.

THESE  RATES OF RETURN AND YIELDS ARE FOR THE TRUST ONLY AND DO NOT  REFLECT THE
ADMINISTRATIVE AND COST OF INSURANCE CHARGES, SALES CHARGES, PREMIUM TAX CHARGES
AND THE MORTALITY  AND EXPENSE RISK CHARGE  APPLICABLE  UNDER AN INCENTIVE  LIFE
PLUS  POLICY.  SUCH  CHARGES  WOULD  REDUCE THE  RETURNS AND YIELDS  SHOWN.  SEE
ILLUSTRATIONS  OF INCENTIVE LIFE PLUS POLICY  ACCOUNT AND CASH SURRENDER  VALUES
BASED ON HISTORICAL INVESTMENT RESULTS BELOW.

<TABLE>
<CAPTION>
                                                                 RATES OF RETURN FOR PERIODS ENDING JUNE 30, 1995
                                                        -------------------------------------------------------------------
                                                                                                                  SINCE
   PORTFOLIO                                 YIELDS     1 YEAR     3 YEARS    5 YEARS   10 YEARS   15 YEARS    INCEPTION(a)
   ---------                                 ------     ------     -------    -------   --------   --------    ------------
<S>                                           <C>        <C>        <C>        <C>        <C>                     <C>  
   Money Market ..........................    5.64%      5.34%      3.83%      4.74%      6.14%       --%         7.48%
   Intermediate Government Securities ....    6.28       9.09       5.92        --         --         --          7.39
   Quality Bond ..........................    5.86      11.69        --         --         --         --          2.33
   High Yield ............................   11.09       9.66      11.59      12.43        --         --          9.81
   Growth & Income .......................              14.12        --         --         --         --          6.05
   Equity Index ..........................              25.21        --         --         --         --         15.41
   Common Stock ..........................              21.45      15.64      12.77      15.27      15.91        14.53
   Global ................................               7.53      14.68      11.50        --         --         10.68
   International(b) ......................                --         --         --         --         --          1.47(b)
   Aggressive Stock ......................              26.22      12.17      16.90        --         --         19.37
   The Asset Allocation Series:
   Conservative Investors ................              12.84       7.95       9.39        --         --          9.15
   Balanced ..............................              10.36       7.09       8.96        --         --         11.75
   Growth Investors ......................              15.31      12.12      14.66        --         --         15.49

<FN>
   -------------
   (a) The  International  Portfolio  received  its initial  funding on April 3,
       1995; the Equity Index Portfolio received its initial funding on March 1,
       1994; the Growth & Income and Quality Bond Portfolios on October 1, 1993;
       the Intermediate  Government  Securities  Portfolio on April 1, 1991; the
       Conservative  Investors and the Growth Investors Portfolios on October 2,
       1989; the Global  Portfolio on August 27, 1987; the High Yield  Portfolio
       on January 2, 1987;  the  Aggressive  Stock and  Balanced  Portfolios  on
       January 27, 1986; the  predecessor of the Money Market  Portfolio on July
       13, 1981; and the  predecessor  of the Common Stock  Portfolio on January
       13, 1976.

   (b) Unannualized.
</FN>
</TABLE>

Additional  investment  performance  information  appears in the attached  Trust
prospectus.

ILLUSTRATIONS  OF POLICY ACCOUNT AND CASH  SURRENDER  VALUES BASED ON HISTORICAL
INVESTMENT RESULTS.  The table on the next page was developed to demonstrate how
the actual  investment  experience of the Trust and its predecessors  would have
affected  the Policy  Account  value and Cash  Surrender  Value of  hypothetical
Incentive  Life Plus  policies  held for  specified  periods of time.  The table
illustrates premiums,  Policy Account values and Cash Surrender Values of twelve
hypothetical  Incentive Life Plus policies,  each with a 100% premium allocation
to a different  Fund.  The  illustration  also assumes that,  in each case,  the
insured is a 40-year-old male,  preferred  non-tobacco user and that each policy
has a level death benefit, a $300,000 face amount and a $4,000 annual premium.

The table  assumes that each policy was purchased on the first day of a calendar
year. For Trust portfolios whose inception dates fall before June 30, the policy
is  assumed to have been  purchased  at the  beginning  of and earned the actual
return over that entire  calendar year.  For Trust  portfolios  whose  inception
dates fall after  June 30, the policy is assumed to have been  purchased  at the
beginning of the first full calendar year of that portfolio's operation.  Policy
values in the "Since Inception" column are for periods ended June 30, 1995.

Policy values  reflect all charges  assessed  under the policy and by the Trust.
Where applicable,  current charges have been used to determine policy values; if
guaranteed charges were used, the results would be lower.

                                       3
<PAGE>


  ILLUSTRATIONS OF INCENTIVE LIFE PLUS POLICY ACCOUNT AND CASH SURRENDER VALUES
 BASED ON HISTORICAL INVESTMENT RESULTS, $300,000 OF INITIAL INSURANCE
                         PROTECTION AND CURRENT CHARGES


<TABLE>
<CAPTION>
                                   AT THE END OF THE FIRST YEAR             AT THE END OF THE FIFTH YEAR   
                                  -------------------------------        ----------------------------------
                                   TOTAL     POLICY       CASH            TOTAL       POLICY        CASH   
                                  PREMIUM    ACCOUNT    SURRENDER        PREMIUM      ACCOUNT     SURRENDER
PORTFOLIO                          PAID       VALUE       VALUE           PAID         VALUE        VALUE  
---------                         -------    -------    ---------        -------      -------     ---------
<S>                               <C>         <C>         <C>            <C>          <C>          <C>     
Money Market ...............      $4,000      $2,786      $  884         $20,000      $17,869      $15,527 
Int. Gov't Securities ......       4,000       2,759         857                                           
Quality Bond ...............       4,000       2,239         337                                           
High Yield .................       4,000       2,535         633          20,000       18,443       16,101 
Growth & Income ............       4,000       2,375         473                                           
Equity Index ...............                                                                               
Common Stock ...............       4,000       2,671         769          20,000       26,674       24,332 
Global .....................       4,000       2,722         820          20,000       18,736       16,394 
International
Aggressive Stock ...........       4,000       3,487       1,585          20,000       22,815       20,473 

THE ASSET ALLOCATION SERIES:
----------------------------
Conservative Investors .....       4,000       2,583         681          20,000       16,298       13,956 
Balanced ...................       4,000       3,278       1,376          20,000       19,269       16,927 
Growth Investors ...........       4,000       2,716         814          20,000       19,174       16,832 
</TABLE>


<TABLE>
<CAPTION>
                                    AT THE END OF THE TENTH YEAR           POLICY OWNED SINCE PORTFOLIO'S INCEPTION
                                 ----------------------------------        ----------------------------------------
                                  TOTAL       POLICY        CASH            TOTAL           POLICY          CASH
                                 PREMIUM      ACCOUNT     SURRENDER        PREMIUM         ACCOUNT        SURRENDER
PORTFOLIO                         PAID         VALUE        VALUE           PAID            VALUE           VALUE
---------                        -------      -------     ---------        -------         -------       ---------
<S>                              <C>          <C>          <C>             <C>            <C>             <C>     
Money Market ...............     $40,000      $41,622      $39,797         $52,000        $ 53,934        $ 53,204
Int. Gov't Securities ......                                                16,000          12,066           9,744
Quality Bond ...............                                                 4,000           2,239             337
High Yield .................                                                32,000          33,965          31,775
Growth & Income ............                                                 4,000           2,375             473
Equity Index ...............                                                 4,000           2,654             752
Common Stock ...............      40,000       69,350       67,525          76,000         257,710         257,710
Global .....................                                                28,000          32,567          30,197
International
Aggressive Stock ...........                                                36,000          64,736          62,546

THE ASSET ALLOCATION SERIES:
----------------------------
Conservative Investors .....                                                20,000          16,298          13,956
Balanced ...................                                                36,000          38,571          36,381
Growth Investors ...........                                                20,000          19,174          16,832
</TABLE>


THE DEATH  BENEFIT  GUARANTEE / THREE YEAR NO LAPSE  GUARANTEE  PREMIUM FOR THIS
POLICY WOULD BE $3,533.96.

THESE VALUES ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.


                                       4
<PAGE>


PART 1:       DETAILED INFORMATION ABOUT EQUITABLE VARIABLE AND
              INCENTIVE LIFE PLUS INVESTMENT CHOICES

THE COMPANY THAT ISSUES INCENTIVE LIFE PLUS

EQUITABLE  VARIABLE.  Equitable Variable was organized in 1972 in New York State
as a stock life  insurance  company.  We are a  wholly-owned  subsidiary  of The
Equitable  Life Assurance  Society of the United  States.  We are licensed to do
business in all 50 states,  Puerto Rico,  the Virgin Islands and the District of
Columbia.  At December 31, 1994, we had approximately $125.8 billion face amount
of variable life insurance in force.

OUR PARENT,  EQUITABLE.  Equitable, a New York stock life insurance company, has
been in business  since 1859.  Equitable  is a  wholly-owned  subsidiary  of The
Equitable Companies  Incorporated (the Holding Company). The largest stockholder
of the  Holding  Company  is  AXA,  a  French  insurance  holding  company.  AXA
beneficially owns 60.5% of the outstanding shares of common stock of the Holding
Company plus convertible preferred stock. Under its investment arrangements with
Equitable and the Holding Company, AXA is able to exercise significant influence
over the operations and capital structure of the Holding Company,  Equitable and
their  subsidiaries.  AXA is the  principal  holding  company  for  most  of the
companies  in one of the largest  insurance  groups in Europe.  The  majority of
AXA's stock is controlled by a group of five French mutual insurance  companies.
Equitable,  the Holding  Company and their  subsidiaries  managed  approximately
$174.5  billion as of  December  31,  1994.  Equitable's  assets do not back the
benefits that we pay under our policies.  Equitable's home office is 787 Seventh
Avenue, New York, New York 10019.

THE SEPARATE ACCOUNT AND THE TRUST

THE SEPARATE  ACCOUNT.  The Separate  Account was  established on April 19, 1985
under the Insurance Law of the State of New York. The Separate Account is a type
of investment  company called a unit investment trust and is registered with the
Securities and Exchange  Commission  (SEC) under the  Investment  Company Act of
1940 (1940 Act). This  registration  does not involve any supervision by the SEC
of the management or investment policies of the Separate Account.

Under New York law,  we own the assets of the  Separate  Account and use them to
support your policy and other variable life insurance  policies.  The portion of
the  Separate  Account's  assets  supporting  these  policies may not be used to
satisfy liabilities arising out of any other business we may conduct. This means
that the assets  supporting  Policy  Account  values  maintained in the Separate
Account are not subject to the claims of our other creditors. We may also retain
in the  Separate  Account  amounts  owed to us for  charges  or other  permitted
allocations. Because such retained amounts do not support Policy Account values,
we may  transfer  them from the Separate  Account to our general  account at our
discretion.

THE TRUST.  The Separate  Account has several  funds,  each of which  invests in
shares of a  corresponding  portfolio  of the  Trust.  The Trust is an  open-end
diversified  management  investment company, more commonly called a mutual fund.
As a "series"  type of mutual  fund,  it issues  several  different  "series" of
stock,  each of which relates to a different  Trust  portfolio  with a different
investment policy. The Trust does not impose a sales charge or "load" for buying
and selling its shares.  The Trust's  shares are bought and sold by our Separate
Account at net asset value.  The Trust's  custodian is The Chase Manhattan Bank,
N.A.

The Trust sells its shares to separate  accounts of  insurance  companies,  both
affiliated and not affiliated  with  Equitable.  We currently do not foresee any
disadvantages  to our  policyowners  arising out of this.  However,  the Trust's
Board of Trustees  intends to monitor  events in order to identify  any material
irreconcilable  conflicts  that possibly may arise and to determine what action,
if any, should be taken in response.  If we believe that the Trust's response to
any of those events insufficiently protects our policyowners,  we will see to it
that appropriate  action is taken to do so. Also, if we ever believe that any of
the  Trust's  portfolios  is so large as to  materially  impair  the  investment
performance  of a  portfolio  or the Trust,  we will  examine  other  investment
options.

THE  TRUST'S  INVESTMENT  ADVISER.  The Trust is  advised  by  Alliance  Capital
Management  L.P.  (Alliance).  Alliance is registered  as an investment  adviser
under the Investment Advisers Act of 1940. Alliance,  a publicly-traded  limited
partnership,  is indirectly majority-owned by Equitable.  Alliance's main office
is 1345 Avenue of the Americas, New York, New York 10105.

Alliance acts as an investment  adviser to various separate accounts and general
accounts of Equitable and other affiliated  insurance  companies.  Alliance also
provides  management and consulting  services to mutual funds,  endowment funds,
insurance companies, foreign entities, qualified and non-tax qualified corporate
funds,  public and private  pension and  profit-sharing  plans,  foundations and
tax-exempt  organizations.  As of  December  31,  1994,  Alliance  was  managing
approximately $121.3 billion in assets.

The  advisory  fee  payable  by the  Trust  is  based  on the  following  annual
percentages of the value of each portfolio's daily average net assets:


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                          DAILY AVERAGE NET ASSETS
                                                                 ------------------------------------------
                                                                    FIRST           NEXT           OVER
   PORTFOLIO                                                     $350 MILLION   $400 MILLION   $750 MILLION
   ---------                                                     ------------   ------------   ------------
<S>                                                                 <C>            <C>            <C>  
   Common Stock, Money Market and Balanced ...................      .400%          .375%          .350%
   Aggressive Stock and Intermediate Government Securities ...      .500%          .475%          .450%
   High Yield, Global, Conservative Investors and
      Growth Investors .......................................      .550%          .525%          .500%
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                       5
<PAGE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                          DAILY AVERAGE NET ASSETS
                                                                 ------------------------------------------
                                                                     FIRST          NEXT           OVER
   PORTFOLIO                                                     $500 MILLION   $500 MILLION    $1 BILLION
   ---------                                                     ------------   ------------   ------------
<S>                                                                  <C>           <C>            <C>  
   Quality Bond and Growth & Income...........................       .550%         .525%          .500%
-----------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                     FIRST          NEXT           OVER
   PORTFOLIO                                                     $750 MILLION   $750 MILLION   $1.5 BILLION
   ---------                                                     ------------   ------------   ------------
-----------------------------------------------------------------------------------------------------------
<S>                                                                  <C>           <C>            <C>  
   Equity Index..............................................        .350%         .300%          .250%
-----------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                     FIRST          NEXT           OVER
   PORTFOLIO                                                     $500 MILLION    $1 BILLION    $1.5 BILLION
   ---------                                                     ------------   ------------   ------------
<S>                                                                  <C>           <C>            <C>  
   International.............................................        .900%         .850%          .800%
-----------------------------------------------------------------------------------------------------------
</TABLE>


INVESTMENT  POLICIES OF THE TRUST'S  PORTFOLIOS.  Each portfolio has a different
investment  objective which it tries to achieve by following separate investment
policies.  The  objectives and policies of each portfolio will affect its return
and its risks. There is no guarantee that these objectives will be achieved. The
policies and objectives of the Trust's portfolios are as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
   PORTFOLIO                  INVESTMENT POLICY                                        OBJECTIVE
   -----------                --------------------                                     -----------
<S>                           <C>                                                      <C>
   MONEY MARKET............   Primarily  high  quality  short-term  money  market      High   level  of  current   income   while
                              instruments.                                             preserving    assets    and    maintaining
                                                                                       liquidity.

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

   QUALITY BOND............   Primarily investment grade fixed-income securities.      High  current   income   consistent   with
                                                                                       preservation of capital.

   HIGH YIELD..............   Primarily   a   diversified   mix  of  high  yield,      High return by maximizing  current  income
                              fixed-income     securities    involving    greater      and,  to the extent  consistent  with that
                              volatility  of  price  and  risk of  principal  and      objective, capital appreciation.
                              income than high quality  fixed-income  securities.
                              The medium and lower  quality  debt  securities  in
                              which the  Portfolio  may invest are known as "junk
                              bonds."

   GROWTH & INCOME.........   Primarily   income   producing  common  stocks  and      High total  return  through a  combination
                              securities convertible into common stocks.               of    current     income    and    capital
                                                                                       appreciation.

   EQUITY INDEX............   Selected  securities  in the S&P's  500 Index  (the      Total  return  performance  (before  trust
                              "Index")  which the adviser  believes  will, in the      expenses)    that     approximates     the
                              aggregate,  approximate the performance  results of      investment   performance   of  the   Index
                              the Index.                                               (including  reinvestment  of dividends) at
                                                                                       a risk level  consistent  with that of the
                                                                                       Index.

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

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

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

   AGGRESSIVE STOCK........   Primarily  common  stocks  and  other   equity-type      Long-term growth of capital.
                              securities  issued  by  medium  and  other  smaller
                              sized companies with strong growth potential.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       6
<PAGE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

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

   BALANCED................   Primarily  common  stocks,   publicly-traded   debt      High  return   through  a  combination  of
                              securities    and   high   quality   money   market      current income and capital appreciation.
                              instruments.  The  Portfolio is generally  expected
                              to hold 50% of its assets in equity  securities and
                              50% in fixed income securities.

   GROWTH INVESTORS........   Diversified  mix of  publicly-traded,  fixed-income      High  total  return  consistent  with  the
                              and  equity  securities;  asset  mix  and  security      adviser's determination of reasonable risk.
                              selection  based upon factors  expected to increase
                              possibility   of  high   long-term   return.   The
                              Portfolio   is   generally    expected   to   hold
                              approximately   70%  of  its   assets   in  equity
                              securities and 30% in fixed income securities.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Because Policy Account values may be invested in mutual fund options,  Incentive
Life Plus offers an opportunity  for the Cash Surrender Value to appreciate more
rapidly than it would under comparable  fixed benefit whole life insurance.  You
must,  however,  accept the risk that if investment  performance is unfavorable,
the Cash Surrender Value may not appreciate as rapidly and, indeed, may decrease
in value.

More detailed  information  about the Trust,  its  investment  policies,  risks,
expenses and all other  aspects of its  operations,  appears in its  prospectus,
which  is  attached  to this  prospectus,  and in its  Statement  of  Additional
Information referred to therein.

THE GUARANTEED INTEREST ACCOUNT

You may allocate some or all of your Policy Account to the  Guaranteed  Interest
Account,  which is funded by our general account and pays interest at a declared
rate guaranteed for each policy year. The principal,  after deductions,  is also
guaranteed.  The  general  account  supports  all of our  insurance  and annuity
guarantees,  including the Guaranteed  Interest Account,  as well as our general
obligations. The general account is subject to regulation and supervision by the
Insurance  Department  of the  State of New York and to the  insurance  laws and
regulations of all jurisdictions where we are authorized to do business. Because
of applicable  exemptive and exclusionary  provisions,  interests in the general
account have not been  registered  under the  Securities Act of 1933 (1933 Act),
nor  is  the  general  account  an  investment   company  under  the  1940  Act.
Accordingly,  neither the general account,  the Guaranteed  Interest Account nor
any interests  therein are subject to regulation  under the 1933 Act or the 1940
Act. We have been advised that the staff of the SEC has not made a review of the
disclosures  that are included in the prospectus for your  information  and that
relate  to the  general  account  and the  Guaranteed  Interest  Account.  These
disclosures,  however, may be subject to certain generally applicable provisions
of the Federal  securities  laws  relating to the accuracy and  completeness  of
statements made in prospectuses.

The amount you have in the Guaranteed Interest Account at any time is the sum of
the amounts  allocated or transferred  to it, plus the interest  credited to it,
minus amounts  deducted,  transferred  and withdrawn  from it. In addition,  any
policy  loan is  secured  by an  amount  in your  Policy  Account  equal  to the
outstanding loan. This amount remains part of the Policy Account but is assigned
to the Guaranteed Interest Account. We refer to this amount as the loaned amount
in the Guaranteed Interest Account. A Living Benefit payment will also result in
amounts being transferred to the Guaranteed Interest Account. See LIVING BENEFIT
OPTION on page 11.

ADDING INTEREST IN THE GUARANTEED  INTEREST ACCOUNT.  We pay a declared interest
rate on all amounts that you have in the Guaranteed  Interest Account. At policy
issuance,  and prior to each policy anniversary,  we declare the rates that will
apply to amounts in the  Guaranteed  Interest  Account for the following  policy
year.  Different  rates  may  apply  to  policies  currently  being  issued  and
previously issued policies.  These annual interest rates will never be less than
the minimum  guaranteed  interest rate of 4%.  Different  rates are also paid on
unloaned and loaned amounts in the Guaranteed Interest Account.  See POLICY LOAN
INTEREST on page 13. Amounts  securing a Living  Benefit  payment are considered
unloaned amounts for purposes of crediting interest.

Interest  is  compounded  daily at an  effective  annual  rate that  equals  the
declared  rate for each policy year. We credit  interest on unloaned  amounts in
the  Guaranteed  Interest  Account at the end of each policy month.  Interest is
credited on any loaned amount in the Guaranteed  Interest Account on each policy
anniversary  and any time you  entirely  repay a policy  loan in full.  Credited
interest on the loaned amount is allocated to the Separate  Account funds and to
the unloaned portion of the Guaranteed  Interest Account in accordance with your
premium allocation percentages.


                                       7
<PAGE>


TRANSFERS  OUT  OF  THE  GUARANTEED  INTEREST  ACCOUNT.  Transfers  out  of  the
Guaranteed  Interest  Account to the Separate Account are allowed once a year on
or within 30 days after your policy  anniversary.  If we receive  your  transfer
request up to 30 days before your policy anniversary,  the transfer will be made
on your  policy  anniversary.  If we receive  your  request on or within 30 days
after  your  policy  anniversary,  the  transfer  will be made as of the date we
receive your request.  You may transfer up to 25% of your unloaned  value in the
Guaranteed  Interest  Account as of the  transfer  date or the minimum  transfer
amount,  whichever is more.  The minimum  transfer  amount is $500 or your total
unloaned  value  in  the  Guaranteed  Interest  Account  on the  transfer  date,
whichever  is  less.  Amounts  securing  a  Living  Benefit  payment  may not be
transferred from the Guaranteed Interest Account.

PART 2:       DETAILED INFORMATION ABOUT INCENTIVE LIFE PLUS

FLEXIBLE PREMIUMS

You may choose the amount and frequency of premium payments, as long as they are
within the limits described  below. We determine the applicable  minimum initial
premium  based on the age,  sex,  rating  class and  tobacco  user status of the
insured person,  the initial Face Amount of the policy (the initial minimum Face
Amount is $50,000) and any additional benefits selected.  In certain situations,
however, no distinction is made based on the sex of the insured person. See COST
OF INSURANCE CHARGE on page 15. You may choose to pay a higher initial premium.

The full initial premium shown on your  application  must be given to your agent
or broker on or before  the day the policy is  delivered  to you.  No  insurance
under your policy will take effect (a) until a policy is delivered  and the full
initial  premium is paid while the person  proposed  to be insured is living and
(b) unless the information in the application continues to be true and complete,
without material change, as of the time the initial premium is paid. If you have
submitted the full initial  premium with your  application,  we may,  subject to
certain  conditions,  provide a limited  amount of  temporary  insurance  on the
proposed insured.  You may review a copy of our Temporary Insurance Agreement on
request.

Premiums  must be by check or money order drawn on a U.S.  bank in U.S.  dollars
and made payable to Equitable  Variable.  Premiums  after the first must be sent
directly to our  Administrative  Office.  The minimum  premium is $100 (policies
issued in some states or automatic  payment plans may have different  minimums.)
This minimum may be increased if we give you written notice.

We may return premium payments if we determine that they would cause your policy
to become a modified endowment contract or to cease to qualify as life insurance
under Federal  income tax law. We may also make such changes to the policy as we
deem  necessary  to continue to qualify  the policy as life  insurance.  See TAX
EFFECTS on page 19 for an  explanation  of  modified  endowment  contracts,  the
special tax  consequences of such contracts,  and how your policy might become a
modified endowment contract.

PLANNED  PERIODIC  PREMIUMS  AND  SPECIFIED  PREMIUMS.   Although  premiums  are
flexible, the Policy Information Page will show a "planned" periodic premium and
"specified  premiums." Specified premiums are called no-lapse guarantee premiums
for  policies  issued in New York and New  Jersey.  We measure  actual  premiums
against  specified  premiums to determine  whether the death  benefit  guarantee
provision (or the 3-Year no lapse  guarantee  provision) will prevent the policy
from going into default.

Specified  premiums are  actuarially  determined at issue based on the age, sex,
tobacco user status and rating class of the insured person,  the Face Amount and
any  additional  benefits.  Specified  premiums  may  change if you make  policy
changes that increase or decrease the Face Amount of the policy or a rider,  add
or eliminate a rider, or if there is a change in the insured  person's rating or
tobacco  user  classification.  Certain  additional  benefit  riders  will cause
specified  premiums  to  increase  each year.  We reserve the right to limit the
amount of any premium payments which are in excess of specified premiums.

The planned  periodic  premium is an amount you determine  (within limits set by
us) when you apply for the policy.  The planned premium may be more or less than
the specified  premiums.  Neither the planned premium nor the specified premiums
are required premiums.

Failure to pay premiums could cause the policy to go into default and ultimately
terminate. See YOUR POLICY CAN TERMINATE on page 18.

PREMIUM AND MONTHLY CHARGE ALLOCATIONS.  On your application you provide us with
initial instructions as to how to allocate your net premiums and monthly charges
among the Funds and the Guaranteed Interest Account.  Allocation percentages may
be any whole number from zero to 100, but the sum must equal 100. Allocations to
a Fund take effect on the first  business day that follows the 20th calendar day
after the Issue  Date of your  policy.  The  Issue  Date is shown on the  Policy
Information  Page, and is the date we actually issue your policy.  The date your
allocation  instructions take effect is called the Allocation Date. Our business
days are described in HOW WE DETERMINE THE UNIT Value on page 12.

Until  the  Allocation  Date,  any  net  premiums  allocated  to a Fund  will be
allocated to the Money Market Fund,  and all monthly  deductions  allocated to a
Fund will be  deducted  from the Money  Market  Fund.  On the  Allocation  Date,
amounts in the Money  Market  Fund will be  allocated  to the  various  Funds in
accordance  with your policy  application.  We may delay the Allocation Date for
the same reasons that we would delay effecting a transfer request. There will be
no charge for the transfer out of the Money Market Fund on the Allocation Date.

You may change  the  allocation  percentages  for either  your  current  premium
payment  or  the  current  and  future  premium   payments  by  writing  to  our
Administrative  Office and indicating the changes you wish to make. Your request
must be signed. These changes will go into effect as of the date your request is
received at our  Administrative  Office,  but no earlier than the first business
day following the  Allocation  Date, and will affect  transactions  on and after
such date.


                                       8
<PAGE>


DEATH BENEFITS

We pay a benefit to the  beneficiary of the policy when the insured person dies.
This  benefit  will be equal to the death  benefit  under your  policy  plus any
additional  benefits included in your policy and then due, less any policy loan,
any lien securing a Living Benefit payment and accrued interest.  If the insured
person dies  during a grace  period,  we will also  deduct any  overdue  monthly
charges.

You may choose between two death benefit options:

o  OPTION A provides a death benefit  equal to the policy's Face Amount.  Except
   as described below, the Option A benefit is fixed.

o  OPTION B provides a death  benefit equal to the policy's Face Amount PLUS the
   amount in your  Policy  Account on the day the  insured  person  dies.  Under
   Option B, the value of the benefit is variable and fluctuates with the amount
   in your Policy Account.

Policyowners  who prefer to have favorable  investment  experience  reflected in
increased  insurance coverage should choose Option B. Policyowners who prefer to
have insurance coverage that does not vary in amount and lower cost of insurance
charges should choose Option A.

Under both options,  a higher death benefit may apply. This higher death benefit
is a percentage multiple of the amount in your Policy Account. The percentage is
generally  based on  provisions of Federal tax law which require a minimum death
benefit in relation to cash value for your policy to qualify as life  insurance.
A higher  percentage  multiple  than that  required  by Federal  tax law will be
applied at ages 91 and over. Since cost of insurance charges are assessed on the
difference between the Policy Account value and the death benefit, these charges
will increase if the higher death benefit takes effect.

The higher death  benefit  will be the amount in your Policy  Account on the day
the  insured  person dies times the  percentage  for the  insured  person's  age
(nearest  birthday) at the beginning of the policy year of the insured  person's
death.  The percentage  declines as the insured person gets older. For ages that
are not shown on the following table, the percentage  multiples will decrease by
a ratable portion for each full year.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                             TABLE OF DEATH BENEFITS AS A PERCENTAGE MULTIPLE OF POLICY ACCOUNT VALUES

    INSURED             40 or         45          50          55          60           65          70        75 to         100
    PERSON'S AGE        under                                                                                  95
    <S>                  <C>         <C>         <C>         <C>         <C>          <C>         <C>         <C>          <C>
                         250%        215%        185%        150%        130%         120%        115%        105%         100%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


For  example,  if the  insured  person  were 75 years old and your  policy had a
Policy  Account  value of $200,000,  the higher death  benefit  would be 105% of
$200,000 or $210,000.

GUARANTEEING THE DEATH BENEFIT.  We will guarantee your death benefit  coverage,
regardless of the policy's  investment  performance,  if you have paid a certain
amount of premiums into your policy and you have not withdrawn or borrowed those
amounts.  The death  benefit  guarantee  period is either three years (under the
3-Year no lapse guarantee  provision) or the longer period described in the next
paragraph (under the death benefit guarantee provision). Whether your policy has
the 3-Year no lapse guarantee provision or the death benefit guarantee provision
depends upon the state in which your policy is issued.

The death benefit  option you select (A or B) can affect the length of time that
the death benefit  guarantee  provision  will last.  If you have selected  death
benefit  Option A, and you never  change it to Option B, then the death  benefit
guarantee  provision  will  terminate  on the Final  Policy  Date.  See MATURITY
BENEFIT  on page 11. If ever  your  policy,  at any time,  has an Option B death
benefit,  the death benefit  guarantee  provision will terminate on the later of
(1) the policy anniversary nearest the insured person's 80th birthday or (2) the
15th policy  anniversary.  However,  if your death  benefit  first changes to an
Option B after this time, the death benefit  guarantee  provision will terminate
immediately.  The death benefit option does not have any effect on the length of
the 3-Year no lapse guarantee provision.

Under  both the  3-Year  no lapse  guarantee  provision  and the  death  benefit
guarantee  provision,  we compare  the  specified  premium  fund with the actual
premium fund in order to determine whether your coverage remains in effect. Your
policy  will  not go into  default  if the  actual  premium  fund is equal to or
greater  than the  specified  premium  fund and any  policy  loan  plus  accrued
interest does not exceed the Cash Surrender  Value.  The specified  premium fund
for any policy month is the accumulation of all the specified  premiums shown on
the Policy Information Page up to that month, at 4% interest. The actual premium
fund for any policy month is the accumulation of all the premiums  actually paid
under  the  policy  at 4%  interest,  less  all  withdrawals  accumulated  at 4%
interest.

CHANGES IN INSURANCE PROTECTION

CHANGING THE FACE  AMOUNT.  You may request an increase in the Face Amount after
the first policy year and a decrease after the second policy year. You must send
your signed written  request to our  Administrative  Office.  See TAX EFFECTS on
page 19 for the tax  consequences  of changing  the Face Amount.  If  disability
waiver goes into effect (see  ADDITIONAL  BENEFITS MAY BE AVAILABLE on page 11),
we will not permit any Face  Amount  change.  Any change  will be subject to our
approval and the following conditions:


                                       9
<PAGE>


Face  Amount  Increases.   To  increase  the  Face  Amount,   you  must  provide
satisfactory  evidence that the insured person is still  insurable.  The cost of
insurance rate for the amount of the increase will be based on the rating class,
attained  age and tobacco  user status of the insured  person on the date of the
increase and on the insured  person's sex. See COST OF INSURANCE  CHARGE on page
15. We reserve the right to decline face amount  increases if the insured person
has become a more expensive risk.

Any increase  must be at least  $10,000.  Specified  premiums as well as monthly
deductions  from your  Policy  Account for the cost of  insurance  and the death
benefit guarantee  provision will generally  increase  beginning on the date the
increase takes effect.  An  administrative  charge of $1.50 for each  additional
$1,000 of insurance (up to a maximum  charge of $240) will be deducted from your
Policy Account. See HOW POLICY ACCOUNT CHARGES ARE ALLOCATED on page 16.

Surrender  Charges will  generally be applicable  to a Face Amount  increase for
fifteen years from the effective  date of the  increase.  The Premium  Surrender
Charge  percentage  may be  higher  than  the  percentage  applied  prior to the
increase.  Face  Amount  reductions  will be applied  against  prior Face Amount
increases,  if any, in the reverse order in which such increases  occurred,  and
then to the original Face Amount. See SURRENDER CHARGES on page 16.

Following the increase,  a portion of each premium  payment will be deemed to be
attributable  to the  Face  Amount  increase.  The  Premium  Sales  Charge  will
generally  be  deducted  from this  amount,  even if we had  previously  stopped
deducting the charge on the premiums paid before the increase in accordance with
our current practice.  The Premium Sales Charge percentage may be lower than the
percentage  applied  prior to the  increase.  See  DEDUCTIONS  FROM  PREMIUMS --
PREMIUM SALES CHARGE on page 15.

You will have the right to cancel the Face Amount  increase  within the later of
(1) 45 days after the application for the increase is signed,  (2) 10 days after
receipt of a new Policy  Information  Page  showing the increase and (3) 10 days
after we mail or  personally  deliver a Notice  of  Cancellation  Right.  If you
cancel the increase we will reverse any charges attributable to the increase and
recalculate the Policy Account value, Cash Surrender Value and Surrender Charges
to what they would have been had the  increase  not taken  place.  No Premium or
Administrative  Surrender Charge will be incurred upon cancellation.  We reserve
the right not to offer the  cancellation  right for Face Amount  increases if we
are no longer required to do so under applicable law.

Face Amount Decreases.  You may reduce the Face Amount but not below the minimum
we require to issue this policy at the time of the reduction. Any reduction must
be at least $10,000.  Specified premiums as well as monthly deductions from your
Policy  Account  for the  death  benefit  guarantee  provision  and the  cost of
insurance  will  generally  decrease  (even  though  the  rates  may  increase),
beginning  on the date the  decrease in Face Amount  takes  effect.  Our current
procedure  is to  disapprove  a  requested  decrease  if it would  cause a death
benefit  based on the Policy  Account  percentage  multiple to apply.  See DEATH
BENEFITS on page 9.

Face Amount  decreases  that reduce the Face Amount  below  certain  levels will
result in higher monthly  administrative  charges. If you reduce the Face Amount
during the first fifteen  policy years or during the first fifteen years after a
Face Amount increase, we may deduct a pro rata share of the applicable Surrender
Charges from the Policy  Account.  Assuming you have not previously  changed the
Face Amount,  the pro rata  Surrender  Charges for a partial  surrender  will be
determined  by dividing  the amount of the Face  Amount  decrease by the initial
Face Amount and multiplying that fraction by the Surrender Charges.  Face Amount
reductions will be applied against prior Face Amount  increases,  if any, in the
reverse order in which such  increases  occurred,  and then to the original Face
Amount. See DEDUCTIONS FROM YOUR POLICY ACCOUNT on page 15 and SURRENDER CHARGES
on page 16.

CHANGING  THE DEATH  BENEFIT  OPTION.  At any time after the second  policy year
while  your  policy is in force,  you may  change  the death  benefit  option by
sending a signed written request to our  Administrative  Office. See TAX EFFECTS
on page 19 for the tax consequences of changing the death benefit option.

o  If you change from OPTION A TO OPTION B, the Face Amount will be decreased by
   the amount in your Policy Account on the date of the change. This change will
   shorten  the  length  of  time  the  death  benefit  guarantee  provision  is
   available.  See  GUARANTEEING  THE DEATH  BENEFIT on page 9. We may not allow
   such a change if it would reduce the Face Amount  below the minimum  required
   to issue this policy at the time of the reduction. We may require evidence of
   insurability to make the change.

o  If you change from OPTION B TO OPTION A, the Face Amount will be increased by
   the amount in the Policy Account on the date of the change.

These  increases and decreases in Face Amount are made so that the amount of the
death benefit remains the same on the date of the change. When the death benefit
remains  the same,  there is no change in the net  amount at risk,  which is the
amount on which  cost of  insurance  charges  are based  (see COST OF  INSURANCE
CHARGE on page 15). If your death benefit is determined by a percentage multiple
of the  Policy  Account,  however,  the  new  Face  Amount  will  be  determined
differently.  A Face Amount  change that  results  from a death  benefit  option
change  will not affect any expense or sales  charge  (including  any  Surrender
Charge) which varies by Face Amount,  and no Surrender  Charges will be deducted
or established at the time of the change.

SUBSTITUTION OF INSURED PERSON.  If you provide  satisfactory  evidence that the
person  proposed  to  be  insured  is  insurable,   then,   subject  to  certain
restrictions,  you may,  after the second  policy year,  substitute  the insured
person under your policy.  The cost of insurance charges may change, but we will
not change the Surrender  Charges.  Since  substituting  the insured person is a
taxable event and may have other adverse tax  consequences  as well,  you should
consult  your tax  adviser  prior  to  substituting  the  insured  person.  As a
condition to  substituting  the insured person we may require you to sign a form
acknowledging  the tax consequences of making this change. A $100 charge will be
deducted from the Policy Account for each substitution of insured person.


                                       10
<PAGE>


WHEN POLICY CHANGES GO INTO EFFECT.  A substitution  of the insured  person,  or
change  in Face  Amount  or death  benefit  option,  will go into  effect at the
beginning of the policy month that coincides with or follows the date we approve
the request for the change. In some cases we may not approve a change because it
might disqualify your policy as life insurance under applicable Federal tax law.
In other cases there may be adverse tax  consequences as a result of the change.
See TAX EFFECTS on page 19.

MATURITY BENEFIT

If the insured person is still living on the policy  anniversary  nearest his or
her 100th birthday (Final Policy Date), we will pay you the amount in the Policy
Account net of any policy loan, any lien securing a Living  Benefit  payment and
accrued  interest.  The policy will then terminate.  You may choose to have this
benefit paid in installments.
See TAX EFFECTS on page 19 and YOUR PAYMENT OPTIONS on page 22.

LIVING BENEFIT OPTION

Subject to our  underwriting  guidelines  and  availability  in your state,  our
Living  Benefit rider will be added to your policy at issue.  The Living Benefit
rider enables the policyowner to receive a portion of the policy's death benefit
(excluding  death benefits  payable under certain  riders) if the insured person
has a terminal illness. Certain eligibility requirements apply when you submit a
Living Benefit claim (for example,  satisfactory evidence of less than six month
life  expectancy).  There is no  additional  charge for the  rider,  but we will
deduct an  administrative  charge of up to $250 from the  proceeds of the Living
Benefit  payment.  In addition,  if you tell us that you do not wish to have the
rider added at issue, but you later ask to add it, additional  underwriting will
be required and there will be a $100 administrative charge.

When a Living Benefit claim is paid, we establish a lien against the policy. The
amount of the lien is the sum of the  Living  Benefit  payment  and any  accrued
interest  on that  payment.  Interest  will be  charged  at a rate  equal to the
greater  of:  (i) the  yield on a  90-day  Treasury  bill  and (ii) the  maximum
adjustable  policy  loan  interest  rate  permitted  in the state your policy is
delivered.  See  BORROWING  FROM YOUR POLICY  ACCOUNT -- POLICY LOAN INTEREST on
page 13.

Until a death  benefit is paid, or the policy is  surrendered,  a portion of the
lien is allocated to the policy's Cash Surrender Value.  This liened amount will
be transferred to the Guaranteed Interest Account where it will earn interest at
the same rate as unloaned amounts.  See THE GUARANTEED  INTEREST ACCOUNT on page
7. This liened  amount will not be  available  for loans,  transfers  or partial
withdrawals.  Any death benefit,  maturity  benefit or Net Cash Surrender  Value
payable upon policy surrender will be reduced by the amount of the lien.

Unlike a death benefit received by a beneficiary  after the death of an insured,
receipt of a Living Benefit  payment may be taxable as a distribution  under the
policy.  See TAX EFFECTS on page 19 for a  discussion  of the tax  treatment  of
distributions  under the policy.  Consult your tax adviser.  Receipt of a Living
Benefit  payment  may  also  affect  a  policyowner's  eligibility  for  certain
government benefits or entitlements.  You should contact your Equitable agent if
you wish to make a claim under the rider.

ADDITIONAL BENEFITS MAY BE AVAILABLE

Your policy may include additional  benefits.  A monthly charge will be deducted
from your Policy Account for each additional benefit you choose. Eligibility for
and changes in these benefits are subject to our  underwriting  and other rules.
More  details  will be  included  in your  policy  if you  choose  any of  these
benefits. The following additional benefits are currently available:  disability
waiver benefits, accidental death benefit, term insurance riders for the insured
person,  children's  term  insurance,  term  insurance on an additional  insured
person, designated insured option rider, option to purchase additional insurance
and first-to-die term insurance.

The designated  insured option rider permits the policyowner,  upon the death of
the insured person, to purchase  insurance on the life of a "designated  insured
person"  without  evidence of  insurability.  The option to purchase  additional
insurance permits you to purchase additional amounts of insurance on the insured
person,  without  evidence  of  insurability,  upon the  occurrence  of  certain
specified events. The first-to-die rider is yearly renewable term insurance that
insures two lives and pays a death benefit upon the first death.

The term  insurance  riders for the  insured  person  allow you to  purchase  an
additional  death benefit for a period of time.  Combination  coverage under the
base policy and a term insurance  rider for the insured person will reduce total
cost of  insurance  and other  charges on a current  charge  basis.  Also,  term
coverage is not  subject to a surrender  charge.  However,  if the higher  death
benefit  becomes  applicable  (see  DEATH  BENEFITS  on page  9) or  term  rider
insurance  charges increase in relation to cost of insurance charges on the base
policy, the combination coverage may ultimately become more costly than coverage
under the base policy alone.  Moreover,  in New York, there are age restrictions
on the final renewal  period for term riders.  If you later  terminate your term
rider  coverage and also  increase the Face Amount under the base policy,  a new
Surrender Charge period will commence. The amount of the death benefit guarantee
premium  will be  affected  by the term rider  coverage.  Your agent can provide
further  information  and policy  illustrations  showing how the term riders can
affect your policy values under different assumptions.

YOUR POLICY ACCOUNT VALUE

The  amount in your  Policy  Account is the sum of the  amounts  you have in the
Guaranteed  Interest Account and in the Funds. Your Policy Account also reflects
various charges. See DEDUCTIONS AND CHARGES on page 14.


                                       11
<PAGE>


AMOUNTS IN THE SEPARATE ACCOUNT.  Amounts  allocated,  transferred or added to a
Fund are used to purchase  units of that Fund.  Units are  redeemed  from a Fund
when amounts are  withdrawn,  transferred or deducted for charges or capitalized
loan interest. The number of units purchased or redeemed in a Fund is calculated
by  dividing  the dollar  amount of the  transaction  by the  Fund's  unit value
calculated after the close of business that day. On any given day, the value you
have in a Fund is the unit  value  for  that  Fund  times  the  number  of units
credited to you in that Fund.

HOW WE DETERMINE THE UNIT VALUE.  We determine  unit values for the Funds at the
end of each business day.  Generally,  a business day is any day we are open and
the New York Stock  Exchange  is open for  trading.  We are closed for  national
business holidays, including Martin Luther King, Jr. Day, and also on the Friday
after Thanksgiving.  Additionally, we may choose to close on the day immediately
preceding  or  following  a  national  business  holiday  or  due  to  emergency
conditions.  We will not process any policy transactions  received on those days
other than a policy anniversary report, monthly charge deduction and the payment
of death benefit  proceeds.  The unit value for any business day is equal to the
unit value for the  preceding  business  day  multiplied  by the net  investment
factor for that Fund on that business day.

A net  investment  factor is  determined  for each Fund of the Separate  Account
every business day as follows:  first, we take the net asset value of a share in
the corresponding Trust portfolio at the close of business that day, as reported
by the Trust,  and we add the per share amount of any dividends or capital gains
distributions  paid by the Trust on that day.  We divide  this amount by the per
share net asset value on the preceding  business day.  Then, we subtract a daily
asset charge for each calendar day between business days (for example,  a Monday
calculation  may include  charges for  Saturday,  Sunday and Monday).  The daily
charge is currently at an annual rate of .60% and is guaranteed not to exceed an
annual  rate of .90%.  See  CHARGES  AGAINST  THE  SEPARATE  ACCOUNT on page 16.
Finally,  we reserve the right to subtract any daily charge for taxes or amounts
set aside as a reserve for taxes.  For current  Incentive Life Plus unit values,
call (212) 714-5015.

TRANSFERS OF POLICY ACCOUNT  VALUE.  You may request a transfer of amounts among
Funds or to the Guaranteed  Interest  Account.  Special rules apply to transfers
out of the  Guaranteed  Interest  Account.  See TRANSFERS OUT OF THE  GUARANTEED
INTEREST  ACCOUNT  on page  8.  You  may  make a  transfer  by  telephone  or by
submitting  a signed  written  transfer  request to our  Administrative  Office.
Transfer  request  forms are  available  from your  Equitable  agent or from our
Administrative Office. Special rules apply to telephone transfers. See TELEPHONE
TRANSFERS on page 12.

The minimum amount which may be transferred is $500.  This minimum need not come
from any one Fund or be  transferred to any one Fund as long as the total amount
transferred  that  day,  including  any  amounts  transferred  to  or  from  the
Guaranteed Interest Account, is at least equal to the minimum.  However, we will
transfer  the  entire  amount in any Fund  even if it is less  than the  minimum
specified  in your  policy.  A lower  minimum  amount  applies to our  Automatic
Transfer Service which is described below.

Transfers  take effect on the date we receive your request,  but no earlier than
the first  business day following the Allocation  Date.  When part of a transfer
request cannot be processed,  we will not process any part of the request.  This
could occur,  for  example,  where the request does not comply with our transfer
limitations,  or where the request is for a transfer of an amount  greater  than
that  currently  allocated to a Fund.  We may delay making a transfer if the New
York Stock Exchange is closed or the SEC has declared that an emergency  exists.
In addition, we may delay transfers where permitted under applicable law.

AUTOMATIC  TRANSFER SERVICE.  The Automatic Transfer Service enables you to make
automatic  monthly  transfers out of the Money Market Fund into the other Funds.
To start using this service you must first complete a special election form that
is available from your agent or our Administrative  Office. You must also have a
minimum of $5,000 in the Money  Market Fund on the date the  Automatic  Transfer
Service  is  scheduled  to begin.  You can elect up to eight  Funds for  monthly
transfers,  but the  minimum  amount that may be  transferred  to each Fund each
month is $50.

If you elect the Automatic  Transfer Service with your policy  application,  the
automatic  transfers  will  begin  in the  second  policy  month  following  the
Allocation  Date.  If you  elect  the  Automatic  Transfer  Service  after  your
application  has been  submitted,  automatic  transfers  will  begin on the next
monthly   processing   date  after  we  receive  your   election   form  at  our
Administrative Office. See POLICY PERIODS, ANNIVERSARIES, DATES AND AGES on page
18.

The Automatic  Transfer  Service will remain in effect until the earliest of the
following  events:  (1) the amount in the Money Market Fund is  insufficient  to
cover the automatic transfer amount; (2) the policy is in a grace period; (3) we
receive at our  Administrative  Office your  written  instruction  to cancel the
Automatic Transfer Service; or (4) we receive notice of death under the policy.

Using the  Automatic  Transfer  Service  does not  guarantee a profit or protect
against loss in a declining market.

TELEPHONE  TRANSFERS.  In order to make  transfers by telephone,  you must first
complete and return an authorization  form.  Authorization forms can be obtained
from your Equitable agent or our  Administrative  Office.  The completed  signed
form MUST be returned to our Administrative Office before requesting a telephone
transfer.

Telephone  transfers  may be  requested  on each  day we are  open  to  transact
business. You will receive the Fund's unit values as of the close of business on
the day you call. We do not accept telephone  transfer  requests after 3:00 p.m.
Eastern Time.  Only one telephone  transfer  request is permitted per day and it
may  not  be  revoked  at  any  time.  The  telephone   transfer   requests  are
automatically  recorded  and are  invalid if  incomplete  information  is given,
portions of the request are inaudible,  no authorization form is on file, or the
request does not comply with the transfer limitations described above.

We have established  reasonable procedures designed to confirm that instructions
communicated by telephone are genuine. Such procedures include requiring certain
personal  identification  information prior to acting on telephone  instructions
and providing written confirmation of


                                       12
<PAGE>


instructions   communicated  by  telephone.  If  we  do  not  employ  reasonable
procedures to confirm that  instructions  communicated by telephone are genuine,
we may be liable for any  losses  arising  out of any act or any  failure to act
resulting from our own negligence, lack of good faith, or willful misconduct. In
light  of the  procedures  established,  we will  not be  liable  for  following
telephone instructions that we reasonably believe to be genuine.

During times of extreme  market  activity it may be  impossible to contact us to
make a telephone transfer.  If this occurs, you should submit a written transfer
request to our  Administrative  Office.  Our rules on  telephone  transfers  are
subject to change and we reserve the right to discontinue telephone transfers in
the future.

CHARGE FOR  TRANSFERS.  We have  reserved  the right under your policy to make a
charge of up to $25 for transfers of Policy Account value.  Currently,  you will
be able to make 12 free transfers in any policy year, but we will charge $25 per
transfer after the twelfth transfer.  All transfers made on one transfer request
form will count as one transfer, and all transfers made in one telephone request
will count as one  transfer.  Transfers  made  through  the  Automatic  Transfer
Service  or on the  Allocation  Date  will not  count  toward  the  twelve  free
transfers.  No charge will ever apply to the  transfer of all of your amounts in
the Separate Account to the Guaranteed Interest Account.

BORROWING FROM YOUR POLICY ACCOUNT

You may borrow up to 90% of your policy's Cash  Surrender  Value using only your
policy as  security  for the loan.  Any new loan must be at least  $500.  If you
request  an  additional  loan,  the  additional  amount  will  be  added  to the
outstanding  loan and accrued  loan  interest.  Any amount  that  secures a loan
remains part of your Policy Account but is assigned to the  Guaranteed  Interest
Account. This loaned amount earns an interest rate expected to be different from
the  interest  rate for  unloaned  amounts.  Amounts  securing a Living  Benefit
payment are not available for policy loans.

HOW TO  REQUEST  A LOAN.  You may  request a loan by  sending  a signed  written
request to our  Administrative  Office.  You should tell us how much of the loan
you want taken from your unloaned amount in the Guaranteed  Interest Account and
how much you want taken from the Funds.  If you  request a loan from a Fund,  we
will redeem  units  sufficient  to cover that part of the loan and  transfer the
amount to the loaned portion of the Guaranteed Interest Account. The amounts you
have in each Fund or the Account will be  determined  as of the day your request
for a loan is received at our Administrative Office.

If you do not  indicate  how you wish to allocate it, the loan will be allocated
according to the  deduction  allocation  percentages  applicable  to your Policy
Account. If the loan cannot be allocated based on these percentages,  it will be
allocated  based on the  proportions  of your unloaned  amount in the Guaranteed
Interest  Account and your values in the Separate  Account to the unloaned value
of your Policy Account.

POLICY LOAN  INTEREST.  Interest on a policy loan accrues daily at an adjustable
interest  rate. We determine the rate at the beginning of each policy year.  The
same rate applies to any outstanding policy loans and any new amounts you borrow
during the year.  You will be notified of the current  rate when you apply for a
loan. The maximum rate is the greater of 5%, or the "Published  Monthly Average"
for the  month  that  ends two  months  before  the  interest  rate is set.  The
"Published  Monthly  Average" is the Monthly Average  Corporates  yield shown in
Moody's Corporate Bond Yield Averages  published by Moody's  Investors  Service,
Inc. If this average is no longer  published,  we will use any  successor or the
average established by the insurance supervisory official of the jurisdiction in
which the policy is  delivered.  We will not charge more than the  maximum  rate
permitted by applicable law. We may also set a rate lower than the maximum.

Any  change  in the rate from one year to the next  will be at least  1/2%.  The
maximum loan interest rate will only change, therefore, if the Published Monthly
Average differs from the previous  interest rate by at least 1/2 of 1%. You will
be notified in advance of any increase in the interest rate on any loan you have
outstanding.

When you  borrow  on your  policy,  the  amount of your loan is set aside in the
Guaranteed  Interest  Account where it earns a declared rate for loaned amounts.
The interest  rate we credit to the loaned  portion of the  Guaranteed  Interest
Account will be at an annual rate up to 2% less than the loan  interest  rate we
charge. However, we reserve the right to credit a lower rate than this if in the
future  tax laws  change  such  that our taxes on  policy  loans or policy  loan
interest are increased.

Under our  current  rules,  the rate we credit on loaned  amounts  for the first
fifteen  policy  years is 1% less  than  the  rate we  charge  for  policy  loan
interest,  and beginning in the sixteenth policy year, the rate difference drops
from 1% to 1/4 of 1%. Because Incentive Life Plus was offered for the first time
in 1995, no reduction in the rate  difference  in the sixteenth  policy year has
yet been attained.  These rate  differentials  are those currently in effect and
are not guaranteed.  Interest credited on loaned amounts will never be less than
4%.

WHEN INTEREST IS DUE. Interest is due on each policy anniversary.  If you do not
pay the interest when it is due, it will be added to your  outstanding  loan and
allocated based on the deduction allocation  percentages for your Policy Account
which  are then in  effect.  This  means an  additional  loan is made to pay the
interest and amounts are transferred from the investment funds to make the loan.
If the  interest  cannot be  allocated  on this basis,  it will be  allocated as
described above for allocating your loan.

REPAYING THE LOAN. You may repay all or part of a policy loan at any time. While
you have a policy  loan,  we  assume  that any  money  you send us is a  premium
payment.  If you wish to have any of these payments applied as a loan repayment,
you must specifically so indicate in writing. Loan repayments are not subject to
charges for applicable taxes or a Premium Sales Charge. Any amount not needed to
repay a loan and accrued loan interest will be applied as a premium payment.  We
will first allocate loan repayments to our Guaranteed Interest Account until the
amount of any loans originally allocated to that Account have been repaid. After
you have repaid  this  amount,  you may choose how you want us to  allocate  the
balance  of  any  additional   repayments.   If  you  do  not  provide  specific
instructions,  repayments  will  be  allocated  on the  basis  of  your  premium
allocation percentages.


                                       13
<PAGE>


THE EFFECTS OF A POLICY LOAN.  A loan will have a permanent  effect on the value
of your Policy Account and,  therefore,  on the benefits under your policy, even
if the loan is repaid.  The loaned amount set aside in the  Guaranteed  Interest
Account will not be  available  for  investment  in the Funds or in the unloaned
portion of the Guaranteed  Interest Account.  Whether you earn more or less with
the loaned  amount set aside depends on the  investment  experience of the Funds
and the rates  declared  for the  unloaned  portion of the  Guaranteed  Interest
Account. The amount of any policy loan and accrued loan interest will reduce the
proceeds  paid from your  policy upon the death of the  insured  person,  policy
maturity  or policy  surrender.  In  addition,  a loan will  reduce  the  amount
available for you to withdraw  from your policy.  See TAX EFFECTS on page 19 for
the tax consequences of a policy loan. A loan may also affect the length of time
that your insurance remains in force because the amount set aside to secure your
loan cannot be used to cover monthly  deductions or a loan may prevent the death
benefit  guarantee  provision  from keeping the policy out of default.  See YOUR
POLICY CAN TERMINATE on page 18.

PARTIAL WITHDRAWALS AND SURRENDER

PARTIAL  WITHDRAWALS.  At any time after the first policy year while the insured
person  is  living,  you may  request  a  partial  withdrawal  of your  Net Cash
Surrender Value by writing to our  Administrative  Office.  Your request must be
signed.  When you make a partial  withdrawal,  an expense charge of $25 or 2% of
the amount  requested,  whichever  is less,  will be  deducted  from your Policy
Account.  Any  such  withdrawal  is  subject  to our  approval  and  to  certain
conditions.  Amounts  securing a Living  Benefit  payment are not  available for
partial withdrawals.  In addition, we reserve the right to decline a request for
a partial withdrawal. Under our current rules, a withdrawal must:

o  be at least $500,

o  not cause the death  benefit to fall below the minimum  Face Amount for which
   we would issue the policy at the time, and

o  not cause the policy to fail to qualify as life  insurance  under  applicable
   tax law.

You may specify how much of the  withdrawal you want taken from amounts you have
in each Fund and the unloaned portion of the Guaranteed  Interest  Account.  The
related expense charge will also be deducted from the amount  withdrawn.  If you
do not specifically indicate, we will make the withdrawal and deduct the related
expense  charge on the basis of your  deduction  allocation  percentages.  If we
cannot make the withdrawal and deduct the expense charge in the manner discussed
above,  we will make the  withdrawal and deduction  based on the  proportions of
your unloaned  amounts in the Guaranteed  Interest  Account and the Funds to the
total unloaned value of your Policy Account.

A partial withdrawal reduces the amount you have in your Policy Account and Cash
Surrender   Value.   Normally,   it  also   reduces  the  death   benefit  on  a
dollar-for-dollar  basis,  but does not affect the net amount at risk,  which is
the  difference  between the current death benefit and the amount in your Policy
Account.  If you selected death benefit Option A, the Face Amount of your policy
will  generally  be reduced so that there will be no change in the net amount at
risk. However,  under either option, if the death benefit is based on the Policy
Account percentage multiple, the reduction in death benefit would be greater and
the net  amount at risk  would be  reduced.  See DEATH  BENEFITS  on page 9. The
withdrawal and these reductions will be effective as of the date your request is
received at our  Administrative  Office.  See TAX EFFECTS on page 19 for the tax
consequences of a partial withdrawal and a reduction in benefits.

SURRENDER FOR NET CASH SURRENDER  VALUE.  The Cash Surrender Value is the amount
in your Policy Account minus the Surrender  Charges  described  under  SURRENDER
CHARGES on page 16. The Net Cash Surrender Value equals the Cash Surrender Value
minus any loan and accrued loan interest.

You may surrender your policy for its Net Cash Surrender Value at any time while
the  insured  person  is  living.  See  TAX  EFFECTS  on  page  19 for  the  tax
consequences  of a surrender.  We will deduct from the Net Cast Surrender  Value
any amount  securing a Living  Benefit  payment.  We will  compute  the Net Cash
Surrender Value as of the date we receive your written surrender request and the
policy at our  Administrative  Office.  All insurance coverage under your policy
will end on that date.

DEDUCTIONS AND CHARGES

DEDUCTIONS  FROM PREMIUMS.  Charges for  applicable  taxes are deducted from all
premiums  and a Premium  Sales  Charge  will be deducted  from your  premiums as
specified below. The balance of each premium (the net premium) is placed in your
Policy Account.

Charges  for  Applicable  Taxes and all  additional  charges  imposed on premium
payments by states and certain  jurisdictions  are  deducted  from each  premium
payment.  Such taxes currently range from .75% to 5% (Virgin Islands).  This tax
is incurred by Equitable  Variable,  so you cannot  deduct it on your income tax
return.  The amount of the tax will vary depending on the  jurisdiction in which
the insured person resides.

This  charge  will be  increased  or  decreased  to reflect  any  changes in the
applicable  tax. In addition,  if an insured  person changes his or her place of
residence,  you should notify us to change the charge to the tax rate of the new
jurisdiction. Any change will take effect on the next policy anniversary.


                                       14
<PAGE>


Premium  Sales  Charge.  A  percentage  of  each  premium  will be  deducted  to
compensate  us in part for sales and  promotional  expenses in  connection  with
selling  Incentive Life Plus, such as  commissions,  the cost of preparing sales
literature, other promotional activities and other direct and indirect expenses.
We pay these  expenses  from our own  resources,  including  the  Premium  Sales
Charge, any Premium Surrender Charge we might collect and any profit we may earn
on the charges deducted under the policy.  See SURRENDER CHARGES on page 16. The
Premium  Sales Charge  percentage  depends upon the Face Amount of the Policy as
follows:


<TABLE>
<CAPTION>
   FACE AMOUNT RANGE:          $50,000 TO $99,999         $100,000 TO $499,999       $500,000 AND OVER
   ---------------------------------------------------------------------------------------------------
<S>                                     <C>                        <C>                       <C>
   PERCENTAGE:                          6%                         4%                        3%
</TABLE>


Currently,  we deduct the Premium  Sales Charge from each premium  payment until
the cumulative  premiums paid equals ten times the "sales load target  premium."
The sales load target  premium  varies by issue age, sex and tobacco user status
of the insured  person and the policy's Face Amount,  and is generally less than
or equal to 75% of one annual whole life premium  calculated  at 4% interest and
guaranteed maximum cost of insurance and expense charges.  We reserve the right,
however,  to deduct the Premium  Sales Charge from each  premium  payment at any
time.

If you request a Face Amount increase above the previous highest Face Amount, we
will establish a new sales load target premium attributable to the amount of the
increase,  and the Premium  Sales  Charge will be deducted  from that portion of
each subsequent  premium payment deemed  attributable to the increase until such
premium payments have  cumulatively  reached ten times the new sales load target
premium.  Moreover,  if the increase  moves the policy into a higher Face Amount
range,  the Premium Sales Charge  percentage  applied to future premiums will be
the lower  percentage for that Face Amount range.  Face Amount  decreases do not
change the Premium Sales Charge percentage.

DEDUCTIONS FROM YOUR POLICY ACCOUNT.  At the beginning of each policy month, the
following charges are deducted from your Policy Account:

Monthly  Administrative  Charge. The administrative  charge is designed to cover
the costs of issuing your policy and the costs of maintaining your policy,  such
as billing, policy transactions and policyowner  communications.  This charge is
designed to  reimburse  us for  expenses and we do not expect to profit from it.
The amount of the monthly  administrative  charge  depends upon the initial Face
Amount, the policy year and the issue age of the insured person as follows:


<TABLE>
<CAPTION>
                  FACE AMOUNT RANGE $50,000      FACE AMOUNT RANGE $100,000      FACE AMOUNT RANGE $500,000
   ISSUE AGE      TO $99,999                     TO $499,999                     AND OVER
   --------------------------------------------------------------------------------------------------------
<S>               <C>                            <C>                             <C>
     0-29         $20 in years 1 & 2             $40 in year 1                   $25 in year 1
                  $8 in years 3 and later*       $6 in year 2 and later*         $6 in year 2 and later*


     30+          $30 in years 1 & 2             $55 in year 1                   $25 in year 1
                  $8 in years 3 and later*       $6 in year 2 and later*         $6 in year 2 and later*

<FN>
   *GUARANTEED NEVER TO BE MORE THAN $10.
</FN>
</TABLE>


The monthly  administrative  charge will increase from $6 to $8 if you request a
Face Amount  reduction  that moves the policy into the lowest Face Amount range.
The charge will  decrease  from $8 to $6 if you  request a Face Amount  increase
after the second policy year that moves the policy out of the lowest Face Amount
range (the $20 or $30 charge will continue through the second policy year).

Cost Of  Insurance  Charge.  The  cost of  insurance  charge  is  calculated  by
multiplying  the net amount at risk at the  beginning of the policy month by the
monthly cost of insurance  rate  applicable to the insured  person at that time.
The net amount at risk is the difference  between the current death benefit (not
including any term coverage on the insured person) and the amount in your Policy
Account.  See ADDITIONAL  BENEFITS MAY BE AVAILABLE on page 11 for a description
of term insurance riders.

Your cost of insurance  charge will vary from month to month with changes in the
net amount at risk.  For example,  if the current death benefit for the month is
increased  because the death  benefit is based on a  percentage  multiple of the
Policy  Account,  then the net  amount  at risk  for the  month  will  increase.
Assuming the percentage multiple is not in effect, increases or decreases to the
Policy  Account will result in a  corresponding  decrease or increase to the net
amount at risk under Option A policies,  but no change to the net amount at risk
under Option B policies. Increases or decreases to the Policy Account can result
from making premium payments, investment experience or the deduction of charges.

The monthly cost of insurance  rate  applicable  to your policy will be based on
our  current  monthly  cost of  insurance  rates.  The current  monthly  cost of
insurance  rates may be changed from time to time.  However,  the current  rates
will never be more than the  guaranteed  maximum rates set forth in your policy.
The guaranteed rates are based on the Commissioner's 1980 Standard Ordinary Male
and Female Smoker and Non-Smoker  Mortality  Tables.  The current and guaranteed
monthly cost of insurance  rates are  determined  based on the sex, age,  rating
class and tobacco user status of the insured  person.  In addition,  the current
rates also vary  depending  on the duration of the policy  (i.e.,  the length of
time  since a policy  has been  issued)  and the Face  Amount.  Current  cost of
insurance  rates are  generally  highest for Face Amounts less than $100,000 and
generally lowest for Face Amounts of $200,000 and above.


                                       15
<PAGE>


Beginning in the tenth policy year,  current  monthly cost of insurance  charges
are reduced by an amount equal to a percentage of your unloaned  Policy  Account
Value on the date such  charges  are  assessed.  This means that the larger your
unloaned Policy Account Value,  the greater your potential  reduction in current
cost of insurance  charges.  This  percentage  begins at an annual rate of .05%,
grading up to an annual rate of .50% in policy years 26 and later.  This cost of
insurance  charge  reduction  applies on a current basis and is not  guaranteed.
Because Incentive Life Plus was offered for the first time in 1995, no reduction
of cost of insurance charges in the tenth policy year has yet been attained.

Lower current cost of insurance rates apply at most ages for insured persons who
qualify as non-tobacco users. To qualify, an insured person must meet additional
requirements that relate to tobacco use. In addition, the insured person must be
age twenty or over. Insured persons who are under twenty years of age may ask us
to review their current  tobacco  habits when they reach the policy  anniversary
nearest their twentieth birthday.

There will be no  distinctions  based on sex in the cost of insurance  rates for
Incentive Life Plus policies sold in Montana. Cost of insurance rates applicable
to a policy issued in Montana will not be greater than the comparable male rates
set forth or  illustrated  in this  prospectus.  Similarly,  illustrated  policy
values in Part 4 would be no less  favorable for comparable  policies  issued in
this state.  The  guaranteed  cost of insurance  rates for  Incentive  Life Plus
policies in this state are based on the Commissioner's 1980 Standard Ordinary SB
Smoker and NB Non-Smoker Mortality Table.

Congress  and  the  legislatures  of  various  states  have  from  time  to time
considered  legislation  that would require  insurance  rates to be the same for
males and females of the same age,  rating  class and tobacco  user  status.  In
addition,  employers and employee organizations should consider, in consultation
with  counsel,  the  impact of Title VII of the Civil  Rights Act of 1964 on the
purchase  of  Incentive  Life  Plus in  connection  with  an  employment-related
insurance or benefit plan. In a 1983  decision,  the United States Supreme Court
held  that,  under  Title  VII,  optional  annuity  benefits  under  a  deferred
compensation plan could not vary on the basis of sex.

Death Benefit  Guarantee  Charge.  One cent per $1,000 of Face Amount (including
any amount of yearly renewable term insurance) is deducted monthly to compensate
us for the risk we assume by  guaranteeing  the  death  benefit  under the death
benefit  guarantee  provision.  This  charge is deducted  regardless  of whether
specified premiums are paid, but it will not be deducted after the death benefit
guarantee provision terminates. This charge will not be deducted in states where
the death benefit guarantee provision is not available.

Charges For Additional Benefits.  The cost of any additional benefits you choose
will be deducted  monthly.  Your policy  contains  tables showing the guaranteed
maximum charges for all of these insurance costs.

Transaction  Charges.  In addition to the  monthly  deductions  from your Policy
Account  described  above, we charge fees for certain policy  transactions:  see
PARTIAL WITHDRAWALS on page 14, CHANGING THE FACE AMOUNT on page 9, SUBSTITUTION
OF INSURED  PERSON on page 10 and TRANSFERS OF POLICY  ACCOUNT VALUE on page 12.
Also, if, after your policy is issued, you request more than one illustration in
a policy year, we may charge a fee. See ILLUSTRATIONS OF POLICY BENEFITS on page
27.

How Policy Account Charges Are Allocated. Generally, deductions from your Policy
Account for monthly charges are made from the Funds and the unloaned  portion of
our  Guaranteed  Interest  Account in accordance  with the deduction  allocation
percentages  specified in your application  unless you instruct us in writing to
do  otherwise.  See  PREMIUM  AND  MONTHLY  CHARGE  ALLOCATIONS  on page 8. If a
deduction cannot be made in accordance with these  percentages,  it will be made
based on the proportions that your unloaned  amounts in the Guaranteed  Interest
Account and your amounts in the Funds bear to the total  unloaned  value of your
Policy Account.

Changes.  Any changes in the cost of  insurance  rates,  charges for  additional
benefits,   Premium  Sales   Charge,   mortality  and  expense  risk  charge  or
administrative  charges will be by class of insured  person and will be based on
changes in future  expectations  about  such  factors  as  investment  earnings,
mortality,  the length of time  policies  will  remain in effect,  expenses  and
taxes. We reserve the right to make a charge in the future for taxes or reserves
set aside for taxes, which would reduce the investment  experience of the Funds.
See TAX EFFECTS on page 19.

CHARGES  AGAINST THE SEPARATE  ACCOUNT.  These charges are reflected in the unit
values for the Funds of the  Separate  Account.  See HOW WE  DETERMINE  THE UNIT
VALUE on page 12.

A charge for  assuming  MORTALITY  AND  EXPENSE  RISKS will be made.  The annual
current rate is .60%.  The annual  guaranteed  rate is .90%. We are committed to
fulfilling our  obligations  under the policy and providing  service to you over
the  lifetime of your  policy.  Despite the  uncertainty  of future  events,  we
guarantee that monthly administrative and cost of insurance deductions from your
Policy  Account  will never be greater  than the maximum  amounts  shown in your
policy.  In making this  guarantee,  we assume the  mortality  risk that insured
persons will live for shorter periods than we estimated.  When this happens,  we
have to pay a  greater  amount  of  death  benefit  than we  expected  to pay in
relation  to the cost of  insurance  charges  we  received.  We also  assume the
expense risk that the cost of issuing and administering policies will be greater
than we expected.  If the amount  collected from this charge exceeds losses from
the risks assumed, it will be to our profit.

TRUST CHARGES.  The Funds purchase shares of the Trust at net asset value.  That
price reflects  investment  management  fees and other direct expenses that have
already been deducted from the assets of the Trust.  The Trust does not impose a
sales charge. See THE TRUST'S INVESTMENT ADVISER on page 5.

SURRENDER CHARGES.  There will be a difference between the amount in your Policy
Account  and the Cash  Surrender  Value of your  policy  for at least  the first
fifteen  policy years.  This  difference is the result of the Premium  Surrender
Charge  (which  is a  contingent  deferred  sales  load)  and an  Administrative
Surrender  Charge.  See also PREMIUM  SALES CHARGE on page 15. These charges are
contingent  because you pay them only if you surrender  your policy,  reduce its
Face Amount or it  terminates.  They are deferred  because we do not deduct them
from your


                                       16
<PAGE>


premiums.  Because these  Surrender  Charges are  contingent  and deferred,  the
amount we might  collect in a policy  year is not  related  to the actual  sales
expenses for that year. A table of maximum  Surrender  Charges  (maximum Premium
Surrender Charge plus the maximum  Administrative  Surrender  Charge) appears on
the Policy Information Page.

Assuming you have not previously changed the Face Amount, the pro rata Surrender
Charges for a partial surrender will be determined by dividing the amount of the
Face Amount decrease by the initial Face Amount and multiplying that fraction by
the Surrender Charges. Face Amount reductions will be applied against prior Face
Amount increases, if any, in the reverse order in which such increases occurred,
and then to the original Face Amount.

Premium Surrender  Charge.  To determine the Premium Surrender Charge,  "target"
premiums are used.  Target  premiums are not based on the "planned"  premium you
determine, but are actuarially determined based on the age, sex and tobacco user
status of the insured person and the Face Amount.  Target premiums are different
from sales load target  premiums  that are used to determine  the Premium  Sales
Charge.

The maximum Premium  Surrender Charge for the initial Face Amount of your policy
(the "base policy") will equal 66% of one target premium.  This maximum will not
vary based on the  amount of  premiums  you pay or when you pay them.  After the
first nine policy  years,  this  maximum  Premium  Surrender  Charge on the base
policy  begins to decrease by 11% per year on a monthly  basis for policy  years
ten  through  fifteen.   After  fifteen  years,  the  Premium  Surrender  Charge
attributable to the base policy expires.

Subject to the maximum, the Premium Surrender Charge is calculated based on your
actual premium payments.  The Premium  Surrender Charge percentage  depends upon
the Face  Amount and the  policy  year in which the  premium  payment is made as
follows:


<TABLE>
<CAPTION>
   POLICY YEAR OF        FACE AMOUNT RANGE      FACE AMOUNT RANGE        FACE AMOUNT RANGE
   PREMIUM PAYMENT       $50,000 TO $99,999     $100,000 TO $499,999     $500,000 AND OVER
   ---------------------------------------------------------------------------------------
<S>                             <C>                     <C>                    <C>
   YEAR 1 (UP TO ONE
   SEC GUIDELINE                24%                     26%                    27%
   ANNUAL PREMIUM)
   ---------------------------------------------------------------------------------------
   YEAR 1 (OVER ONE              3%                      5%                     6%
   SEC GUIDELINE
   ANNUAL PREMIUM)
   ---------------------------------------------------------------------------------------
   YEAR 2                        3%                      5%                     6%
   THROUGH 15
   (ALL PREMIUMS)
</TABLE>


The SEC  Guideline  Annual  Premium  is the level  annual  amount  that would be
payable in each policy year under certain  assumptions defined by the SEC. These
assumptions  include cost of insurance charges based on the 1980  Commissioner's
Standard Ordinary Mortality Tables, net investment earnings at an annual rate of
5%, and the fees and charges associated with the policy.

Attempting to structure the timing and amount of premium  payments to reduce the
potential  surrender charge below the maximum is not  recommended.  Paying small
amounts of premium in the policy's  first  fifteen years to reduce the potential
surrender charge could increase the risk that your policy will terminate without
value.

If you increase the Face Amount above the previous highest Face Amount (computed
without  regard to changes in Face  Amount  resulting  from  changing  the death
benefit  option),  we will  establish an  additional  Premium  Surrender  Charge
corresponding to the increased amount. An additional target premium attributable
to the increase will be established and the additional  Premium Surrender Charge
will be subject to the same maximum  percentage  of 66%. This maximum will start
to  decline  in the tenth  year  after the  increase  in the same  manner as the
Premium Surrender Charge on the base policy.

A portion of each  premium  payment  made after a Face Amount  increase  will be
deemed to be  attributable  to such  increase,  even if you do not  increase the
amount or frequency of your premium payments. The allocation of premiums between
the  base  policy  and  Face  Amount  increases  is  actuarially  determined  in
accordance with SEC regulations. Moreover, if the increase moves the policy into
a higher Face Amount range, the Premium Surrender Charge  percentage  applied to
future  premiums--even  those premiums allocated to the base policy--will be the
higher  percentage  for that Face Amount  range.  Face Amount  decreases  do not
change the Premium Surrender Charge percentage.

Administrative  Surrender Charge. The Administrative Surrender Charge per $1,000
of Face Amount in the first three policy years (subject to a $3,000 maximum) is:

   ISSUE AGE:     0-34     35-44     45-49     50-54     55+
                   $2        $3        $4        $5      $6

After the first three policy years, the  Administrative  Surrender Charge grades
down on a monthly basis to zero at the end of the eighth policy year.

A Face Amount  increase above the previous  highest Face Amount will result in a
new layer of Administrative Surrender Charges applicable to the increase.


                                       17
<PAGE>


ADDITIONAL INFORMATION ABOUT INCENTIVE LIFE PLUS

YOUR POLICY CAN  TERMINATE.  Your insurance  coverage under  Incentive Life Plus
continues as long as the Net Cash Surrender Value of the policy is enough to pay
the monthly  deductions.  The Net Cash Surrender Value equals the Cash Surrender
Value minus any loan and accrued loan interest.  If the Net Cash Surrender Value
at the beginning of any policy month is less than the deductions for that month,
your  policy  will go into  default  unless  the  operation  of either the death
benefit guarantee  provision or the 3-Year no lapse guarantee  provision results
in a waiver of the monthly  deductions.  See  GUARANTEEING  THE DEATH BENEFIT on
page 9.

If your policy goes into  default,  we will notify you, and any assignees on our
records,  in writing,  that a 61-day  grace  period has begun and  indicate  the
payment  that is  needed  to avoid  policy  termination  at the end of the grace
period.  The  required  payment  will not be more  than an  amount  which  would
increase the Net Cash  Surrender  Value to cover total  monthly  deductions  for
three  months  (without  regard  to any  investment  performance  in the  Policy
Account).  The required  payment and any residual  Policy  Account value will be
used to cover the  overdue  deductions.  However,  if your  Policy  Account  has
unfavorable investment experience, the required payment may not be sufficient to
cover the overdue deductions on the date we receive the payment. In this case, a
new 61-day grace period will begin. While a policy is in a grace period, you may
not transfer Policy Account value or make other policy changes.

If we do not receive  payment  within the 61 days,  your  policy will  terminate
without value. We will withdraw any amount left in your Policy Account and apply
this amount to the overdue deductions,  any applicable Surrender Charges and any
unpaid loan and accrued loan interest.  We will inform you, and any assignee, at
last known  addresses that your policy has ended without value.  See TAX EFFECTS
on page 19 for the potential tax consequences of the termination of a policy.

YOU MAY RESTORE A POLICY AFTER IT  TERMINATES.  You may restore a policy  within
six months after it terminates if you provide  evidence that the insured  person
(and any other person  insured under a rider) is still  insurable,  and you make
the premium  payment  that we require to restore the policy.  The policy will be
restored as of the beginning of the policy month which coincides with or follows
the date we approve your application. Previous loans will not be reactivated.

From the required payment we will deduct the charge for applicable taxes and the
Premium Sales Charge.  On the effective date of restoration,  the Policy Account
will be equal to the balance of the  required  payment  plus a Surrender  Charge
credit. This credit will be equal to the Surrender Charges that were deducted on
the date of default, but not greater than the applicable Surrender Charges as of
the effective date of restoration.  We will start to make monthly  deductions as
of the effective date of restoration.  On that date, the monthly  administrative
charges  from  the  beginning  of the  grace  period  to the  effective  date of
restoration will be deducted from the Policy Account. See TAX EFFECTS on page 19
for the potential tax consequences of restoring a terminated policy. Some states
may vary the time period and conditions for policy restoration.

POLICY  PERIODS,  ANNIVERSARIES,  DATES AND  AGES.  When an  application  for an
Incentive  Life Plus policy is completed and submitted to us, we decide  whether
or not to issue the policy.  This decision is made based on the  information  in
the application and our standards for issuing  insurance and classifying  risks.
If we decide not to issue a policy, any premium paid will be refunded.

The Issue Date, shown on the Policy Information Page, is the date your policy is
actually issued,  but if we have advanced the Register Date, the Issue Date will
be the same as the Register Date. Generally, contestability is measured from the
Issue Date, as is the suicide exclusion.

The Register Date, also shown on the Policy Information Page, is used to measure
policy years and policy months.  Charges and deductions are first made as of the
Register  Date.  As to when  coverage  under the  policy  begins,  see  FLEXIBLE
PREMIUMS on page 8.

Generally,  we determine  the Register Date based upon when we receive your full
initial premium. In most cases:

o  If you submit the full initial  premium to your  Equitable  agent at the time
   you sign the application, and we issue the policy as it was applied for, then
   the  Register  Date will be the  later of (a) the date  part I of the  policy
   application was signed or, (b) the date part II of the policy application was
   signed by a medical professional.

o  If we do not receive your full initial premium at our  Administrative  Office
   before the Issue Date or, if the  policy is not  issued as applied  for,  the
   Register Date will be the same as the Issue Date.

An early Register Date may be permitted for employer sponsored cases in order to
accommodate  a common  Register  Date  for all  employees.  We may  also  permit
policyowners  to  advance  a  Register  Date (up to three  months)  in  employer
sponsored  cases.  An early  Register  Date may also be  permitted  to provide a
younger age at issue.

The  investment  start date is the date that your initial net premium  begins to
vary with the  investment  performance  of the Funds or accrue  interest  in the
Guaranteed  Interest Account.  Generally,  the investment start date will be the
same as the  Register  Date if the  full  initial  premium  is  received  at our
Administrative Office before the Register Date. Otherwise,  the investment start
date will be the date the full initial premium is received at our Administrative
Office.  Thus,  to the extent  that your first  premium is  received  before the
Register Date,  there will be a period during which the initial premium will not
be experiencing investment  performance.  The investment start date for policies
with early  Register  Dates  will be the date the  premium  is  received  at our
Administrative  Office.  Any  subsequent  premium  payment  received  after  the
investment start date will begin to experience investment  performance as of the
date such payment is received at our Administrative Office. Remember, the amount
of your initial net premium allocated to the Funds may be temporarily  allocated
to  the  Money  Market  Fund  prior  to  allocation  in  accordance   with  your
instructions. See FLEXIBLE PREMIUMS on page 8.


                                       18
<PAGE>


Age.  Generally,  when we refer to the age of the insured person, we mean his or
her age on the birthday nearest to the beginning of the particular policy year.

TAX EFFECTS

This  discussion  is based on our  understanding  of the  effect of the  current
Federal income tax laws as currently interpreted on Incentive Life Plus policies
owned by U.S.  resident  individuals.  The tax  effects on  corporate  taxpayers
subject to the Federal alternative  minimum tax, non-U.S.  residents or non-U.S.
citizens, may be different. This discussion is general in nature, and should not
be  considered  tax  advice,  for which you  should  consult  your  legal or tax
adviser.

POLICY  PROCEEDS.  An  Incentive  Life  Plus  policy  will be  treated  as "life
insurance"  for  Federal  income  tax  purposes  if it  meets  the  definitional
requirement  of  the  Internal  Revenue  Code  (the  Code)  and as  long  as the
portfolios of the Trust satisfy the diversification requirements under the Code.
We believe that Incentive Life Plus will meet these requirements, and that under
Federal income tax law:

o  the death benefit received by the beneficiary  under your Incentive Life Plus
   policy will not be subject to Federal income tax; and

o  as long as your  policy  remains in force,  increases  in the Policy  Account
   value as a result of interest or investment experience will not be subject to
   Federal income tax unless and until there is a distribution from your policy,
   such as a loan or a partial withdrawal.

SPECIAL TAX RULES MAY APPLY,  HOWEVER,  IF YOU  TRANSFER  YOUR  OWNERSHIP OF THE
POLICY. CONSULT YOUR TAX ADVISER BEFORE ANY TRANSFER OF YOUR POLICY.

The Federal  income tax  consequences  of a  distribution  from your policy will
depend on whether your policy is  determined to be a "modified  endowment."  The
character of any income recognized will be ordinary income as opposed to capital
gain.

A  MODIFIED  ENDOWMENT  IS a  life  insurance  policy  which  fails  to  meet  a
"seven-pay"  test.  In  general,  a policy will fail the  seven-pay  test if the
cumulative amount of premiums paid under the policy at any time during the first
seven policy years exceeds a calculated premium level. The calculated  seven-pay
premium  level is based on a  hypothetical  policy  issued  on the same  insured
person and for the same initial death benefit which, under specified  conditions
(which include the absence of expense,  administrative  and surrender  charges),
would be fully paid for after seven level annual  payments.  Your policy will be
treated as a modified  endowment unless the cumulative  premiums paid under your
policy, at all times during the first seven policy years, are less than or equal
to the  cumulative  seven-pay  premiums  which  would  have been paid  under the
hypothetical policy on or before such times.

Whenever  there is a "material  change"  under a policy,  it will  generally  be
treated as a new contract for  purposes of  determining  whether the policy is a
modified endowment,  and subjected to a new seven-pay period and a new seven-pay
limit. The new seven-pay limit would be determined taking into account,  under a
downward adjustment formula,  the Policy Account value of the policy at the time
of such change.  A  materially  changed  policy  would be  considered a modified
endowment if it failed to satisfy the new  seven-pay  limit.  A material  change
would occur if there was a substitution  of the insured  person,  and could also
occur as a  result  of a  change  in death  benefit  option,  the  selection  of
additional benefits, an increase in Face Amount and certain other changes.

If the benefits are reduced  during the first seven policy years after  entering
into the policy (or within seven years after a material change), for example, by
requesting  a  decrease  in Face  Amount or in some  cases,  by making a partial
withdrawal or  terminating  additional  benefits  under a rider,  the calculated
seven-pay  premium  level will be  redetermined  based on the  reduced  level of
benefits and applied  retroactively  for purposes of the seven-pay  test. If the
premiums  previously paid are greater than the  recalculated  seven-pay  premium
level  limit,  the policy will become a modified  endowment.  Generally,  a life
insurance  policy  which is received in exchange for a modified  endowment  will
also be considered a modified endowment.

Changes made to a life insurance policy,  for example, a decrease in benefits or
the termination of or restoration of a terminated policy, may have other effects
on your policy,  including  impacting the maximum amount of premiums that can be
paid under the policy,  as well as the maximum  amount of Policy  Account  value
that may be  maintained  under the policy.  In some cases,  this may cause us to
take  action  in order to  assure  your  policy  continues  to  qualify  as life
insurance. See POLICY CHANGES on page 20.

IF YOUR  INCENTIVE LIFE PLUS POLICY IS NOT A MODIFIED  ENDOWMENT,  as long as it
remains in force, a loan under your policy will be treated as  indebtedness  and
no part of the loan will be subject to current  Federal income tax.  Interest on
the loan will generally not be tax deductible.  After the first 15 policy years,
the proceeds from a partial withdrawal will not be subject to Federal income tax
except to the extent such  proceeds  exceed your  "Basis" in your  policy.  Your
Basis in your policy  generally  will equal the  premiums you have paid less any
amounts previously recovered through tax-free policy  distributions.  During the
first fifteen  policy years,  the proceeds  from a partial  withdrawal  could be
subject to Federal  income tax to the extent your Policy  Account  value exceeds
your Basis in your policy. The portion subject to tax will depend upon the ratio
of your  death  benefit  to the  Policy  Account  value (or in some  cases,  the
premiums  paid) under your policy and the age of the insured  person at the time
of the withdrawal.  In addition, if at any time your policy is surrendered,  the
excess,  if any, of your Cash  Surrender  Value  (which  includes  the amount of
policy  loan and  accrued  loan  interest)  over your  Basis  will be subject to
Federal income tax. IN ADDITION,  IF A POLICY TERMINATES WHILE THERE IS A POLICY
LOAN, THE CANCELLATION OF SUCH LOAN AND ACCRUED LOAN INTEREST WILL BE TREATED AS
A DISTRIBUTION  AND COULD BE SUBJECT TO TAX UNDER THE ABOVE RULES.  On the Final
Policy  Date,  the excess of the amount of any  benefit  paid,  not taking  into
account any reduction for any loan and accrued loan interest, over your Basis in
the policy, will be subject to Federal income tax.


                                       19
<PAGE>


IF YOUR POLICY IS A MODIFIED  ENDOWMENT,  any distribution from your policy will
be taxed on an  "income-first"  basis.  Distributions for this purpose include a
loan  (including  any increase in the loan amount to pay interest on an existing
loan or an assignment or a pledge to secure a loan) or partial  withdrawal.  Any
such  distributions  will be considered taxable income to you to the extent your
Policy Account value exceeds your Basis in the policy. For modified  endowments,
your Basis would be  increased by the amount of any prior loan under your policy
that was  considered  taxable  income to you.  For purposes of  determining  the
taxable portion of any distribution,  all modified endowments issued by the same
insurer or an affiliate to the same  policyowner  (excluding  certain  qualified
plans)  during any  calendar  year are to be  aggregated.  The  Secretary of the
Treasury has  authority to prescribe  additional  rules to prevent  avoidance of
"income-first" taxation on distributions from modified endowments.

A 10% penalty tax will also apply to the taxable portion of a distribution  from
a modified endowment.  The penalty tax will not, however, apply to distributions
(i) to taxpayers 59 1/2 years of age or older,  (ii) in the case of a disability
(as defined in the Code) or (iii) received as part of a series of  substantially
equal  periodic  annuity  payments  for the  life (or  life  expectancy)  of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer and his
beneficiary.  If your policy is  surrendered,  the excess,  if any, of your Cash
Surrender  Value over your  Basis  will be  subject  to Federal  income tax and,
unless one of the above exceptions applies,  the 10% penalty tax. If your policy
terminates  while  there is a policy  loan,  the  cancellation  of such loan and
accrued  loan  interest  will be  treated  as a  distribution  to the extent not
previously  treated as such and could be subject to tax,  including  the penalty
tax, as described under the above rules. In addition, upon the Final Policy Date
the excess of the  amount of any  benefit  paid,  not taking  into  account  any
reduction for any loan and accrued loan interest, over your Basis in the policy,
will be subject to Federal income tax and,  unless an exception  applies,  a 10%
penalty tax.

If your policy becomes a modified endowment, distributions that occur during the
policy year it becomes a modified  endowment and any subsequent policy year will
be taxed as described in the two preceding paragraphs. In addition distributions
from a policy  within two years before it becomes a modified  endowment  will be
subject to tax in this manner. THIS MEANS THAT A DISTRIBUTION MADE FROM A POLICY
THAT IS NOT A MODIFIED  ENDOWMENT  COULD LATER BECOME  TAXABLE AS A DISTRIBUTION
FROM A MODIFIED ENDOWMENT.  The Secretary of the Treasury has been authorized to
prescribe  rules  which  would  treat  similarly  other  distributions  made  in
anticipation of a policy becoming a modified endowment.

DIVERSIFICATION. Under Section 817(h) of the Code, the Secretary of the Treasury
has the  authority  to set  standards  for  diversification  of the  investments
underlying variable life insurance policies.  The Treasury Department has issued
final regulations  regarding the diversification  requirements.  Failure to meet
these  requirements  would  disqualify  your policy as a variable life insurance
policy  under  Section  7702 of the Code.  If this  were to occur,  you would be
subject to Federal  income tax on the income  under the policy for the period of
the disqualification  and subsequent periods. The Separate Account,  through the
Trust, intends to comply with these requirements.

In  connection   with  the  issuance  of  the  then  temporary   diversification
regulations,  the Treasury Department stated that it anticipated the issuance of
regulations or rulings  prescribing the  circumstances in which the ability of a
policyowner to direct his investment to particular  funds of a separate  account
may cause the policyowner,  rather than the insurance company,  to be treated as
the owner of the assets in the account.  If you were considered the owner of the
assets of the  Separate  Account,  income  and gains from the  account  would be
included in your gross income for Federal income tax purposes. Under current law
we believe that Equitable  Variable,  and not the owner of the policy,  would be
considered the owner of the assets of the Separate Account.

POLICY  CHANGES.  For you and your  beneficiary  to  receive  the tax  treatment
discussed above,  your policy must initially  qualify and continue to qualify as
life  insurance  under Sections 7702 and 817(h) of the Code. We have reserved in
the policy the right to decline to accept all or part of any  premium  payments,
decline to change death benefit options,  or decline to make partial withdrawals
that based upon our  interpretation of current tax rules would cause your policy
to fail to  qualify.  We may also make  changes  in the  policy or its riders or
require additional premium payments or make distributions from the policy to the
extent we deem  necessary  to  qualify  your  policy as life  insurance  for tax
purposes.  Any  such  change  will  apply  uniformly  to all  policies  that are
affected. You will be given written notice of such changes.

TAX CHANGES. The United States Congress has in the past considered, is currently
considering and may in the future consider  legislation that, if enacted,  could
change the tax treatment of life insurance policies.  In addition,  the Treasury
Department   may  amend   existing   regulations,   issue   regulations  on  the
qualification of life insurance and modified endowment  contracts,  or adopt new
interpretations  of  existing  laws.  State tax laws or, if you are not a United
States resident,  foreign tax laws, may also affect the tax consequences to you,
the insured person or your beneficiary.  These laws may change from time to time
without notice and, as a result,  the tax  consequences  described  above may be
altered.  There is no way of predicting  whether,  when or in what form any such
change  would be adopted.  Any such change  could have  retroactive  effect.  We
suggest you consult your legal or tax adviser.

ESTATE AND GENERATION  SKIPPING TAXES. If the insured person is the policyowner,
the death benefit under  Incentive Life Plus will generally be includable in the
policyowner's  estate for purposes of Federal estate tax. If the  policyowner is
not the insured person,  under certain  conditions only the Cash Surrender Value
of the policy would be so  includable.  Federal  estate tax is  integrated  with
Federal gift tax under a unified rate  schedule.  In general,  estates less than
$600,000  will not  incur a  Federal  estate  tax  liability.  In  addition,  an
unlimited marital deduction may be available for Federal estate tax purposes.

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


                                       20
<PAGE>


The particular  situation of each  policyowner or beneficiary will determine how
ownership or receipt of policy  proceeds will be treated for purposes of Federal
estate  and  generation  skipping  taxes  as well as  state  and  local  estate,
inheritance and other taxes.

PENSION AND PROFIT-SHARING  PLANS. If Incentive Life Plus policies are purchased
by a fund which forms part of a pension or  profit-sharing  plan qualified under
Sections 401(a) or 403 of the Code for the benefit of participants covered under
the plan,  the Federal  income tax  treatment of such  policies will be somewhat
different from that described above.

If purchased as part of a pension or  profit-sharing  plan,  the current cost of
insurance  for the net amount at risk is treated as a "current  fringe  benefit"
and is required to be included annually in the plan participant's  gross income.
This cost  (generally  referred  to as the "P.S.  58" cost) is  reported  to the
participant annually. If the plan participant dies while covered by the plan and
the policy proceeds are paid to the participant's  beneficiary,  then the excess
of the death  benefit  over the  Policy  Account  value  will not be  subject to
Federal income tax. However,  the Policy Account value will generally be taxable
to the extent it exceeds the sum of $5,000 plus the participant's  cost basis in
the policy.  The  participant's  cost basis will generally  include the costs of
insurance  previously  reported as income to the participant.  Special rules may
apply  if the  participant  had  borrowed  from  his  Policy  Account  or was an
owner-employee under the plan.

There are  limits on the  amounts of life  insurance  that may be  purchased  on
behalf of a participant in a pension or profit-sharing  plan.  Complex rules, in
addition to those discussed above, apply whenever life insurance is purchased by
a tax qualified plan. You should consult your legal adviser.

OTHER EMPLOYEE BENEFIT  PROGRAMS.  Complex rules may apply when a policy is held
by an employer or a trust,  or acquired by an employee,  in connection  with the
provision of employee  benefits.  These  policyowners also must consider whether
the policy was applied for by or issued to a person having an insurable interest
under applicable  state law, as the lack of insurable  interest may, among other
things,  affect the  qualification  of the policy as life  insurance for Federal
income  tax  purposes  and the  right  of the  beneficiary  to  death  benefits.
Employers and  employer-created  trusts may be subject to reporting,  disclosure
and fiduciary  obligations under the Employee  Retirement Income Security Act of
1974 (ERISA). You should consult your legal adviser.

OUR TAXES. Under the life insurance company tax provisions of the Code, variable
life insurance is treated in a manner consistent with fixed life insurance.  The
operations of the Separate Account are reported in our Federal income tax return
but we  currently  pay no income  tax on  investment  income and  capital  gains
reflected in variable life insurance  policy reserves.  Therefore,  no charge is
currently  being  made to any Fund for  taxes.  We  reserve  the right to make a
charge in the future for taxes incurred,  for example,  a charge to the Separate
Account for income taxes incurred by us that are allocable to the policy.

We may have to pay state,  local or other taxes in addition to applicable  taxes
based  on  premiums.  At  present,  these  taxes  are not  substantial.  If they
increase,  charges may be made for such taxes when they are  attributable to the
Separate Account or allocable to the policy.

WHEN WE WITHHOLD INCOME TAXES.  Generally,  unless you provide us with a written
election to the  contrary  before we make the  distribution,  we are required to
withhold  income tax from any portion of the money you receive if the withdrawal
of money from your  Policy  Account or the  surrender  or the  maturity  of your
policy is a taxable transaction.  If you do not wish us to withhold tax from the
payment,  or if enough is not withheld,  you may have to pay later. You may also
have to pay penalties under the tax rules if your  withholding and estimated tax
payments are insufficient.  In some cases,  where generation  skipping taxes may
apply, we may also be required to withhold for such taxes unless we are provided
satisfactory written notification that no such taxes are due.

PART 3:       ADDITIONAL INFORMATION

YOUR VOTING PRIVILEGES

TRUST  VOTING  PRIVILEGES.  As  explained in Part 1, we invest the assets in the
Funds in shares of the corresponding Trust portfolios. Equitable Variable is the
legal  owner of the  shares and will  attend,  and has the right to vote at, any
meeting of the  Trust's  shareholders.  Among other  things,  we may vote on any
matters described in the Trust's  prospectus or requiring a vote by shareholders
under the 1940 Act.

Even though we own the shares,  to the extent required by the 1940 Act, you will
have the  opportunity  to tell us how to vote the  number of shares  that can be
attributed  to your  policy.  We will vote  those  shares at  meetings  of Trust
shareholders  according to your instructions.  If we do not receive instructions
in time from all  policyowners,  we will vote shares in a portfolio for which no
instructions  have been  received in the same  proportion  as we vote shares for
which we have received  instructions in that  portfolio.  We will vote any Trust
shares that we are entitled to vote directly due to amounts we have  accumulated
in the Funds in the same proportions that all policyowners vote, including those
who participate in other separate  accounts.  If the Federal  securities laws or
regulations or  interpretations  of them change so that we are permitted to vote
shares of the Trust in our own right or to restrict  policyowner  voting, we may
do so.

HOW WE  DETERMINE  YOUR VOTING  SHARES.  You may  participate  in voting only on
matters concerning the Trust portfolios corresponding to the Funds to which your
Policy  Account is  allocated.  The number of Trust shares in each Fund that are
attributable  to your policy is determined by dividing the amount in your Policy
Account  allocated  to that  Fund by the net  asset  value  of one  share of the
corresponding Trust portfolio as of the record date set by the Trust's Board for
the Trust's  shareholders  meeting.  The record date for this purpose must be at
least 10 and no more than 90 days  before the  meeting of the Trust.  Fractional
shares are counted.

If you are  entitled  to give us  voting  instructions,  we will  send you proxy
material and a form for providing voting instructions.  In certain cases, we may
disregard  instructions  relating  to  changes  in the  Trust's  adviser  or the
investment  policies of its  portfolios.  We will advise you if we do and detail
the reasons in the next semiannual report to policyowners.


                                       21
<PAGE>


SEPARATE  ACCOUNT VOTING RIGHTS.  Under the 1940 Act,  certain  actions (such as
some of those  described  under OUR RIGHT TO CHANGE HOW WE  OPERATE,  below) may
require policyowner approval. In that case, you will be entitled to one vote for
every $100 of value you have in the Funds.  We will cast votes  attributable  to
amounts  we  have  in the  Funds  in the  same  proportions  as  votes  cast  by
policyowners.

OUR RIGHT TO CHANGE HOW WE OPERATE

In addition to changing  or adding  investment  companies,  we have the right to
modify  how we or the  Separate  Account  operate.  We  intend  to  comply  with
applicable law in making any changes and, if necessary, we will seek policyowner
approval. We have the right to:

o  add Funds to, or remove Funds from, the Separate Account, combine two or more
   Funds within the Separate  Account,  or withdraw assets relating to Incentive
   Life Plus from one Fund and put them into another;

o  register or end the registration of the Separate Account under the 1940 Act;

o  operate the Separate  Account under the direction of a committee or discharge
   such a  committee  at any time (the  committee  may be  composed  entirely of
   persons who are  "interested  persons" of Equitable  Variable  under the 1940
   Act);

o  restrict or eliminate any voting rights of  policyowners  or other people who
   have voting rights that affect the Separate Account;

o  operate  the  Separate  Account or one or more of the Funds in any other form
   the law allows,  including a form that allows us to make direct  investments.
   Our Separate  Account may be charged an advisory fee if its  investments  are
   made  directly  rather than through an  investment  company.  We may make any
   legal investments we wish. In choosing these investments, we will rely on our
   own or outside counsel for advice. In addition,  we may disapprove any change
   in  investment  advisers or in  investment  policy unless a law or regulation
   provides differently.

If any  changes  are made that  result in a  material  change in the  underlying
investments  of a Fund,  you will be notified  as  required by law. We may,  for
example,  cause the Fund to invest in a mutual fund other  than,  or in addition
to, the Trust.  If you then wish to transfer the amount you have in that Fund to
another Fund of the Separate Account or to the Guaranteed Interest Account,  you
may do so, without charge, by contacting our Administrative  Office. At the same
time, you may also change how your net premiums and deductions are allocated.

OUR REPORTS TO POLICYOWNERS

Shortly  after  the end of each  policy  year you  will  receive  a report  that
includes  information about your policy's current death benefit,  Policy Account
value,  Cash  Surrender  Value and policy  loan.  Notices will be sent to you to
confirm   premium   payments   (except   premiums   paid  through  an  automated
arrangement), transfers and certain other policy transactions.

LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY

We can  challenge  the  validity  of your  insurance  policy  based on  material
misstatements in your application and any application for change. However, there
are some limits on how and when we can challenge the policy.

o  We cannot  challenge  the  policy  after it has been in  effect,  during  the
   insured person's lifetime,  for two years from the date the policy was issued
   or restored after termination.  (Some states may require that we measure this
   time in some other way.)

o  We cannot challenge any policy change that requires  evidence of insurability
   (such as an  increase  in Face Amount or a  substitution  of insured  person)
   after the change has been in effect for two years during the insured person's
   lifetime.

o  We cannot challenge an additional benefit rider that provides benefits in the
   event that the insured person becomes totally disabled,  after two years from
   the later of the Issue  Date or the date as of which the  additional  benefit
   rider became effective.  We can require proof of continuing  disability while
   such a rider is in effect as specified in the rider.

If the insured person dies within the time that we may challenge the validity of
the  policy,  we may delay  payment  until we decide  whether to  challenge  the
policy. If the insured person's age or sex is misstated on any application,  the
death benefit and any additional  benefits provided will be those which would be
purchased by the most recent deduction for the cost of insurance and the cost of
any additional benefits at the insured person's correct age and sex.

If the insured person  commits  suicide within two years after the date on which
the policy was  issued,  the death  benefit  will be limited to the total of all
premiums that have been paid to the time of death minus any  outstanding  policy
loan,  accrued loan interest and any partial  withdrawals  of Net Cash Surrender
Value.  If the  insured  person  commits  suicide  within  two  years  after the
effective date of an increase in Face Amount that you requested, we will pay the
death  benefit based on the Face Amount which was in effect before the increase,
plus the monthly cost of insurance  deductions  for the increase  (including the
transaction  charge for the Face Amount  increase).  A new two-year  suicide and
contestability  period  will  begin  on the  date of  substitution  following  a
substitution  of insured.  Some states require that we measure this time by some
other date.

YOUR PAYMENT OPTIONS

Policy benefits or other payments,  such as the Net Cash Surrender Value, may be
paid immediately in one sum or you may choose another form of payment for all or
part  of the  money.  Payments  under  these  options  are not  affected  by the
investment  experience of any Fund.  Instead,  interest  accrues pursuant to the
options chosen.


                                       22
<PAGE>


You will make a choice of payment  option (or any later changes) and your choice
will take effect in the same way as it would if you were changing a beneficiary.
(See YOUR  BENEFICIARY  below.) If you do not  arrange  for a  specific  form of
payment before the insured person dies, the beneficiary will be paid through the
Equitable  Access  Account(TM).  See  WHEN WE PAY  POLICY  PROCEEDS  below.  The
beneficiary will then have a choice of payment options.  However, if you do make
an arrangement  with us for how the money will be paid, the  beneficiary  cannot
change the choice after the insured person dies.  Different  payment options may
result in different tax consequences.

The  beneficiary or any other person who is entitled to receive payment may name
a successor to receive any amount that we would  otherwise  pay to that person's
estate if that person  died.  The person who is entitled to receive  payment may
change the successor at any time.

We must approve any arrangements that involve more than one payment option, or a
payee who is not a natural person (for example,  a corporation),  or a payee who
is a fiduciary.  Also,  the details of all  arrangements  will be subject to our
rules at the time the arrangements  are selected and take effect.  This includes
rules on the  minimum  amount we will pay under an option,  minimum  amounts for
installment  payments,  withdrawal or commutation rights (your rights to receive
payments over time,  for which we may offer a lump sum  payment),  the naming of
people who are entitled to receive payment and their successors, and the ways of
proving age and survival.

YOUR BENEFICIARY

You name your  beneficiary  when you apply for the policy.  The  beneficiary  is
entitled to the insurance benefits of the policy. You may change the beneficiary
during the insured person's lifetime by writing to our Administrative Office. If
no  beneficiary  is living when the insured  person dies,  we will pay the death
benefit in equal shares to the insured person's surviving children. If there are
no surviving  children,  we will pay the death  benefit to the insured  person's
estate.

ASSIGNING YOUR POLICY

You  may  assign  (transfer)  your  rights  in the  policy  to  someone  else as
collateral  for a loan or for some  other  reason,  if we  agree.  A copy of the
assignment  must  be  forwarded  to  our  Administrative   Office.  We  are  not
responsible for any payment we make or any action taken before we receive notice
of the assignment or for the validity of the assignment.  An absolute assignment
is a change of ownership.  BECAUSE THERE MAY BE TAX CONSEQUENCES,  INCLUDING THE
LOSS  OF  INCOME  TAX-FREE  TREATMENT  FOR  ANY  DEATH  BENEFIT  PAYABLE  TO THE
BENEFICIARY, YOU SHOULD CONSULT YOUR TAX ADVISER PRIOR TO MAKING AN ASSIGNMENT.

WHEN WE PAY POLICY PROCEEDS

We will pay any death benefits,  maturity  benefit,  Net Cash Surrender Value or
loan  proceeds  within  seven days after we receive  the last  required  form or
request (and other documents that may be required for payment of death benefits)
at our  Administrative  Office.  Death benefits are determined as of the date of
death of the insured  person and will not be affected by  subsequent  changes in
the unit values of the Funds.  Death benefits will generally be paid through the
Equitable Access Account,  an interest bearing checking  account.  A beneficiary
will have immediate access to the proceeds by writing a check on the account. We
pay interest from the date of death to the date the Equitable  Access Account is
closed.  If an Equitable  agent helps the beneficiary of a policy to prepare the
documents that are required for payment of the death  benefit,  we will send the
Equitable Access Account checkbook or check to the agent within seven days after
we receive the  required  documents.  Our agents will take  reasonable  steps to
arrange for prompt delivery to the beneficiary.

We may,  however,  delay  payment if we contest  the  policy.  We may also delay
payment if we cannot  determine  the amount of the payment  because the New York
Stock Exchange is closed,  because  trading in securities has been restricted by
the SEC, or because the SEC has declared that an emergency  exists. In addition,
if necessary to protect our  policyowners,  we may delay payment where permitted
under applicable law.

We may defer payment of any Net Cash  Surrender  Value or loan amount  (except a
loan to pay a premium to us) from the Guaranteed  Interest Account for up to six
months after we receive your request. We will pay interest of at least 3% a year
from the date we  receive  your  request if we delay more than 30 days in paying
you such amounts from the Guaranteed Interest Account.

DIVIDENDS

No dividends are paid on the policy described in this prospectus.

REGULATION

We are regulated and supervised by the New York State Insurance  Department.  In
addition,  we are  subject  to the  insurance  laws  and  regulations  in  every
jurisdiction where we sell policies.

The  Incentive  Life Plus  policy  (Plan No.  94-300)  has been  filed  with and
approved  by  insurance  officials  in 50  states,  Puerto  Rico and the  Virgin
Islands. No Incentive Life Plus policy is available in the District of Columbia.
We submit annual reports on our  operations and finances to insurance  officials
in all the jurisdictions  where we sell policies.  The officials are responsible
for reviewing our reports to be sure that we are financially sound.

SPECIAL CIRCUMSTANCES

Equitable  Variable may vary the charges and other terms of Incentive  Life Plus
where  special  circumstances  result  in sales or  administrative  expenses  or
mortality risks that are different than those normally associated with Incentive
Life  Plus  policies.  These  variations  will be made only in  accordance  with
uniform rules that we establish.


                                       23
<PAGE>


DISTRIBUTION

Equico Securities, Inc. (Equico), a wholly-owned subsidiary of Equitable, is the
principal  underwriter  of the Trust under a Distribution  Agreement.  Equico is
also the  distributor  of our variable life insurance  policies and  Equitable's
variable  annuity  contracts  under  a  Distribution  and  Servicing  Agreement.
Equico's principal business address is 1755 Broadway, New York, NY 10019. Equico
is registered with the SEC as a broker-dealer  under the Securities Exchange Act
of 1934  (the  Exchange  Act) and is a member  of the  National  Association  of
Securities Dealers, Inc. Equico is paid a fee for its services as distributor of
our policies.  For 1994,  Equitable and Equitable  Variable paid Equico a fee of
$216,920 for its services under the Distribution and Servicing Agreement.

We sell  our  policies  through  agents  who are  licensed  by  state  insurance
officials to sell our variable life policies.  These agents are also  registered
representatives  of Equico.  The agent who sells you this policy  receives sales
commissions  from  Equitable.  We reimburse  Equitable  from our own  resources,
including  the Premium  Sales Charge  deducted from your premium and any Premium
Surrender Charge we might collect.  Generally, during the first policy year, the
agent will receive an amount  equal to a maximum of 50% of the premiums  paid up
to a certain  amount and 3% of the premiums  paid in excess of that amount.  For
policy years two through ten, the agent receives an amount up to a maximum of 6%
of the  premiums  paid up to a certain  amount  and 3% of the  premiums  paid in
excess of that amount;  and, for years eleven and later,  the agent  receives an
amount  up to 3% of  the  premiums  paid.  Following  a  requested  Face  Amount
increase,  commissions  on a portion of the premium will be calculated  based on
the same rates  described  above.  Use of a term rider on the insured  person in
place of an equal  amount of coverage  under the base policy  generally  reduces
commissions. Agents with limited years of service may be paid differently.

We also sell our policies through  independent brokers who are licensed by state
insurance  officials  to sell our  variable  life  policies.  They  will also be
registered  representatives  either of Equico or of another  company  registered
with the SEC as a  broker-dealer  under the Exchange  Act. The  commissions  for
independent  brokers  will be no more than those for agents and the same  policy
for  recovery  of  commissions  applies.  Commissions  will be paid  through the
registered broker-dealer.

Equitable performs certain sales and administrative  duties for us pursuant to a
written agreement which is automatically  renewed each year, unless either party
terminates.  Under this  agreement,  we pay Equitable for salary costs and other
services and an amount for indirect costs incurred  through our use of Equitable
personnel and facilities. We also reimburse Equitable for sales expenses related
to business  other than variable life insurance  policies.  The amounts paid and
accrued to  Equitable  by us under the sales and  services  agreements  totalled
approximately  $380.5 million in 1994, $355.7 million in 1993 and $374.9 million
in 1992.

LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

ACCOUNTING AND ACTUARIAL EXPERTS

The financial  statements of Separate Account FP and Equitable Variable included
in this  prospectus  have been audited for the years ended December 31, 1994 and
1993 by  Price  Waterhouse  LLP and for the  year  ended  December  31,  1992 by
Deloitte & Touche  LLP, as stated in their  respective  reports.  The  financial
statements  of Separate  Account FP and  Equitable  Variable for the years ended
December 31, 1994 and 1993 included in this  prospectus have been so included in
reliance on the reports of Price Waterhouse LLP, independent accountants,  given
on the  authority  of such firm as  experts  in  accounting  and  auditing.  The
financial  statements of Separate Account FP and Equitable Variable for the year
ended  December 31, 1992  included in this  prospectus  have been so included in
reliance on the reports of Deloitte & Touche LLP, independent accountants, given
upon the authority of such firm as experts in accounting and auditing.

The financial  statements  of Equitable  Variable  contained in this  prospectus
should be considered  only as bearing upon the ability of Equitable  Variable to
meet its obligations under the Incentive Life Plus policies.  They should not be
considered  as  bearing  upon  the  investment  experience  of the  funds of the
Separate Account.

Actuarial  matters in this  prospectus  have been  examined  by Barbara  Fraser,
F.S.A.,  M.A.A.A., who is a Vice President and Actuary of Equitable. Her opinion
on  actuarial  matters is filed as an exhibit to the  Registration  Statement we
filed with the SEC.

ADDITIONAL INFORMATION

We have filed a Registration  Statement relating to the Separate Account and the
variable life insurance  policy  described in this  prospectus with the SEC. The
Registration  Statement,  which  is  required  by the  Securities  Act of  1933,
includes  additional  information  that is not required in this prospectus under
the  rules  and  regulations  of the  SEC.  If you  would  like  the  additional
information,  you may obtain it from the SEC's main office in  Washington,  D.C.
You will have to pay a fee for the material.


                                       24
<PAGE>


MANAGEMENT

Here is a list of our directors and principal  officers and a brief statement of
their business  experience for the past five years.  Unless otherwise noted, the
following  persons have been  involved in the  management  of Equitable  and its
subsidiaries  in various  positions  for the last five years.  Unless  otherwise
noted, their address is 787 Seventh Avenue, New York, New York 10019.


<TABLE>
<CAPTION>
NAME AND PRINCIPAL                     BUSINESS EXPERIENCE
BUSINESS ADDRESS                       WITHIN PAST FIVE YEARS
------------------                     ----------------------
<S>                                    <C>
DIRECTORS

Michel Beaulieu......................  Director of Equitable Variable since February 1992. Senior Vice President,  Equitable,  since
                                       September 1991; prior thereto,  Chief Life Actuary AXA group 1989 to 1991;  Managing Director
                                       Blondeau & CIE (France) 1986 to 1989. Director, Equity & Law (London).

Laurent Clamagirand..................  Director  of  Equitable  Variable  since  February  1995;  Director of  Financial  Reporting,
                                       Equitable,  since November 1994; prior thereto,  International Controller,  AXA, January 1990
                                       to October 1994; Director, Equitable of Colorado, since March 1995.

Christophe Dupont-Madinier...........  Director of Equitable  Variable  since  February  1993.  Senior Vice  President,  AXA (Paris,
                                       France),  since  1988.  Director,  Donaldson,  Lufkin  &  Jenrette,  Inc.;  Alliance  Capital
                                       Management Corporation, Equitable Real Estate Investment Management, Inc.

William T. McCaffrey.................  Director of Equitable  Variable  since February 1987.  Executive Vice  President,  Equitable,
                                       since February 1986 and Chief  Administrative  Officer since  February  1988;  prior thereto,
                                       various other Equitable positions. Director, Equitable Foundation since September 1986.

Peter D. Noris.......................  Director  of  Equitable  Variable  since  June  1995.  Executive  Vice  President  and  Chief
                                       Investment  Officer,  Equitable,  since May 1995;  prior  thereto,  Vice  President,  Salomon
                                       Brothers,  Inc., 1992 to 1995; Principal of Equity Division,  Morgan Stanley & Co. Inc., from
                                       1984 to 1992.

Michael J. Rich......................  Director of  Equitable  Variable  since May 1995.  Senior Vice  President,  Equitable,  since
                                       October  1994;  prior  thereto,  Vice  President of  Underwriting,  John Hancock  Mutual Life
                                       Insurance Co. since 1988.

Jose S. Suquet.......................  Director of Equitable Variable since January 1995.  Executive Vice President and Chief Agency
                                       Officer,  Equitable,  since August 1994;  prior thereto,  Agency  Manager,  Equitable,  since
                                       February 1985.

OFFICERS--DIRECTORS

James M. Benson......................  President,  Equitable  Variable since December,  1993; Vice Chairman of the Board,  Equitable
                                       Variable  July 1993 to December  1993.  President  and Chief  Operating  Officer,  Equitable,
                                       February 1994 to present;  Senior  Executive  Vice  President,  April 1993 to February  1994.
                                       Prior thereto,  President,  Management  Compensation Group, 1983 to February 1993.  Director,
                                       Alliance Capital, October 1993 to present.

Harvey Blitz.........................  Vice President,  Equitable  Variable since April 1995;  Director of Equitable  Variable since
                                       October 1992.  Senior Vice President,  Equitable since September 1987. Senior Vice President,
                                       The Equitable Companies  Incorporated,  since July 1992. Director,  Equico Securities,  Inc.,
                                       since  September  1992;  Equitable of Colorado,  since  September  1992;  Equisource  and its
                                       subsidiaries since October 1992.

Gordon Dinsmore......................  Senior Vice  President,  Equitable  Variable,  since  February 1991.  Senior Vice  President,
                                       Equitable since September 1989; prior thereto,  various other Equitable  positions.  Director
                                       and Senior Vice  President,  March 1991 to present,  Equitable  of Colorado;  Director,  FHJV
                                       Holdings,  Inc., December 1990 to present;  Director,  Equitable  Distributors,  Inc., August
                                       1993 to present, and Director Equitable Foundation, May 1991 to present.

Jerry de St Paer.....................  Senior  Investment  Officer,  Equitable  Variable  since  April 1995;  Director of  Equitable
                                       Variable since April 1992.  Executive Vice President & Chief  Financial  Officer,  Equitable,
                                       since April 1992;  prior thereto,  Executive Vice President since December 1990;  Senior Vice
                                       President  &  Treasurer  June  1990  to  December  1990;  Senior  Vice  President,  Equitable
                                       Investment  Corporation  January  1987 to January  1991;  Executive  Vice  President  & Chief
                                       Financial Officer, The Equitable Companies  Incorporated since May 1992;  Director,  Economic
                                       Services Corporation & various Equitable subsidiaries.
</TABLE>


                                       25
<PAGE>


<TABLE>
<CAPTION>
NAME AND PRINCIPAL                     BUSINESS EXPERIENCE
BUSINESS ADDRESS                       WITHIN PAST FIVE YEARS
------------------                     ----------------------
<S>                                    <C>
OFFICERS--DIRECTORS (Continued)

Joseph J. Melone.....................  Chairman of the Board and Chief Executive Officer,  Equitable Variable,  since November 1990;
                                       Chairman  of the Board and Chief  Executive  Officer,  Equitable,  February  1994 to present;
                                       President and Chief Executive Officer,  September 1992 to February 1994;  President and Chief
                                       Operating  Officer  from  November  1990 to September  1992.  President  and Chief  Operating
                                       Officer of The Equitable  Companies  Incorporated since July 1992. Prior thereto,  President,
                                       The Prudential  Insurance  Company of America,  since December 1984.  Director,  Equity & Law
                                       (United Kingdom) and various other Equitable subsidiaries.

Samuel B. Shlesinger.................  Senior Vice President,  Equitable  Variable,  since February 1988.  Senior Vice President and
                                       Actuary,  Equitable; prior thereto, Vice President and Actuary.  Director,  Chairman and CEO,
                                       Equitable of Colorado.

Dennis D. Witte......................  Senior Vice  President,  Equitable  Variable,  since  February 1991;  Senior Vice  President,
                                       Equitable, since July 1990; prior thereto, various other Equitable positions.

OFFICERS

Kevin R. Byrne.......................  Treasurer,  Equitable Variable, since September 1990; Vice President and Treasurer, Equitable
                                       since September 1993;  prior thereto,  Vice President from March 1989 to September 1993. Vice
                                       President and Treasurer,  The Equitable  Companies  Incorporated,  September 1993 to present;
                                       Frontier Trust since August 1990; Equisource and its subsidiaries October 1990 to present.

Stephen Hogan........................  Vice President and Controller,  Equitable Variable, February 1994 to present. Vice President,
                                       Equitable,  January 1994 to present;  prior thereto,  Controller,  John Hancock subsidiaries,
                                       from 1987 to December 1993.

Franklin Kennedy, III................  Vice  President,  Equitable  Variable,  since August 1981.  Senior Vice  President,  Alliance
   1345 Avenue of the Americas         Capital  Management  Corporation,  July 1993 to  present;  Senior Vice  President,  Equitable
   New York, New York 10105            Capital  Management  Corporation,  March 1987 to July 1993. Vice President,  The Hudson River
                                       Trust.  Managing  Director and Chief  Investment  Officer,  Equitable  Investment  Management
                                       Corporation, from November 1983 to January 1987.

J. Thomas Liddle, Jr.................  Senior Vice President and Chief Financial Officer,  Equitable Variable,  since February 1986.
                                       Senior Vice  President,  Equitable  since April  1991;  prior  thereto,  Vice  President  and
                                       Actuary, Equitable.

William A. Narducci..................  Vice  President and Chief Claims  Officer,  Equitable  Variable  since  February  1989.  Vice
   200 Plaza Drive                     President, Equitable since February 1988; prior thereto, Assistant Vice President.
   Secaucus, New Jersey 07096

John P. Natoli.......................  Vice President and Chief Underwriting Officer,  Equitable Variable, since February 1988. Vice
                                       President, Equitable.
</TABLE>


                                       26
<PAGE>


PART 4:       ILLUSTRATIONS OF POLICY BENEFITS

To help clarify how the key  financial  elements of the policy work, a series of
tables has been prepared. The tables show how death benefits, Policy Account and
Cash Surrender Values ("policy  benefits")  under a hypothetical  Incentive Life
Plus  policy  could  vary  over time if the Funds of our  Separate  Account  had
CONSTANT  hypothetical gross annual investment returns of 0%, 6% or 12% over the
years covered by each table.  Actual investment results may be more or less than
those shown.  The tables are for a 40 year old preferred  risk male  non-tobacco
user.  Planned premium payments of $4,000 for an initial Face Amount of $300,000
are assumed to be paid at the  beginning of each policy year.  The  illustration
assumes  no policy  loan has been  taken.  The  differences  between  the Policy
Account  and the Cash  Surrender  Values  in the  first  fifteen  years  are the
Surrender Charges. See SURRENDER CHARGES on page 16.

The tables illustrate both current and guaranteed  charges.  The current charges
include  reductions in cost of insurance  charges  beginning in the tenth policy
year and daily charges against the Separate Account investment Funds of .60% per
annum for  mortality  and expense  risks (.90% for the  guaranteed  table).  The
tables also assume .51% per annum for investment  management (the average of the
effective  annual advisory fees  applicable to each Trust portfolio  during 1994
and the maximum advisory fee for the International Portfolio) and .03% per annum
for direct  Trust  expenses.  The charge  reflected  for direct  Trust  expenses
exceeds the aggregate  actual charges incurred by the portfolios of the Trust as
a percentage of aggregate average daily Trust net assets during 1994. The effect
of these adjustments is that on a 0% gross rate of return the net rate of return
would  be  -1.14%,  on 6% it  would be  4.80%,  and on 12% it  would be  10.73%.
Remember,  however,  that  investment  management fees and direct Trust expenses
vary by portfolio. See THE TRUST'S INVESTMENT ADVISER on page 5. The tables also
assume a charge for  applicable  taxes of 2% of  premiums.  There are tables for
both death benefit Option A and death benefit Option B.

The  second  column of each  table  shows the  effect of an amount  equal to the
premiums  invested to earn  interest,  after taxes,  of 5% compounded  annually.
These  tables  show that if a policy is  returned  in its very  early  years for
payment of its Cash Surrender  Value,  that Cash Surrender  Value will be low in
comparison to the amount of the premiums  accumulated  with interest.  Thus, the
cost of owning your policy for a relatively short time will be high.

The internal rate of return on Cash Surrender Value is equivalent to an interest
rate (after taxes) at which an amount equal to the  illustrated  premiums  could
have been invested  outside the Policy to arrive at the Cash Surrender  Value of
the Policy. The internal rate of return on the death benefit is equivalent to an
interest rate (after taxes) at which an amount equal to the illustrated premiums
could have been  invested  outside the Policy to arrive at the death  benefit of
the Policy. The internal rate of return is compounded annually, and the premiums
are assumed to be paid at the beginning of each policy year.

INDIVIDUAL  ILLUSTRATIONS.  On request,  we will  furnish you with a  comparable
illustration  based on your policy's  factors.  Upon request after issuance,  we
will also  provide a  comparable  illustration  reflecting  your  actual  Policy
Account value. If you request  illustrations  more than once in any policy year,
we may charge for the illustration.


                                       27
<PAGE>


                           INCENTIVE LIFE PLUS
                EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLANNED PREMIUM $4,000                              INITIAL FACE AMOUNT $300,000
                               MALE AGE 40
                     PREFERRED RISK NON-TOBACCO USER      DEATH BENEFIT OPTION A
                        ASSUMING CURRENT CHARGES


<TABLE>
<CAPTION>
                                      DEATH BENEFIT                      POLICY ACCOUNT                  CASH SURRENDER VALUE       
                                  ASSUMING HYPOTHETICAL            ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS   
   END OF                      ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF   
   POLICY      ACCUMULATED    ------------------------------      -----------------------------     --------------------------------
    YEAR       PREMIUMS(1)       0%         6%         12%           0%        6%         12%          0%          6%          12%  
   ------      -----------    --------   --------   --------      -------   --------   --------     --------    --------    --------
<S>              <C>          <C>        <C>        <C>           <C>       <C>        <C>           <C>        <C>         <C>     
      1          $  4,200     $300,000   $300,000   $300,000      $ 2,376   $  2,557   $  2,737      $   474    $    665    $    835
      2             8,610      300,000    300,000    300,000        5,266      5,794      6,345        3,164       3,692       4,243
      3            13,240      300,000    300,000    300,000        8,081      9,145     10,297        5,779       6,843       7,995
      4            18,103      300,000    300,000    300,000       10,811     12,603     14,620        8,489      10,281      12,298
      5            23,208      300,000    300,000    300,000       13,460     16,179     19,362       11,118      13,837      17,020

      6            28,568      300,000    300,000    300,000       16,019     19,868     24,557       13,657      17,506      22,195
      7            34,196      300,000    300,000    300,000       18,485     23,673     30,253       16,115      21,303      27,884
      8            40,106      300,000    300,000    300,000       20,856     27,599     36,507       18,666      25,409      34,318
      9            46,312      300,000    300,000    300,000       23,155     31,676     43,408       20,965      29,486      41,218
     10            52,827      300,000    300,000    300,000       25,521     36,062     51,193       23,696      34,237      49,368

     15            90,630      300,000    300,000    300,000       36,275     60,911    104,700       36,275      60,911     104,700

     20           138,877      300,000    300,000    300,000       44,870     91,556    195,506       44,870      91,556     195,506

 25 (age 65)     $200,454     $300,000   $300,000   $431,350      $51,293   $131,009   $353,566      $51,293    $131,009    $353,566

<FN>
(1) Assumes net interest of 5% compounded annually.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                INTERNAL RATE OF RETURN             INTERNAL RATE OF RETURN
                                ON CASH SURRENDER VALUES                ON DEATH BENEFIT
                               ASSUMING HYPOTHETICAL GROSS         ASSUMING HYPOTHETICAL GROSS
   END OF                      ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF
   POLICY      ACCUMULATED     ---------------------------      ---------------------------------
    YEAR       PREMIUMS(1)        0%        6%       12%            0%         6%          12%
   ------      -----------     -------   -------   -------      ---------   ---------   ---------
<S>              <C>           <C>       <C>       <C>          <C>         <C>         <C>  
      1          $  4,200      -88.14%   -83.64%   -79.11%      7,400.00%   7,400.00%   7,400.00%
      2             8,610      -47.97    -41.69    -35.51         717.47      717.47      717.47
      3            13,240      -32.32    -25.57    -18.97         283.61      283.61      283.61
      4            18,103      -23.80    -16.93    -10.25         162.42      162.42      162.42
      5            23,208      -18.97    -12.04     -5.33         109.30      109.30      109.30

      6            28,568      -15.93     -8.95     -2.23          80.35       80.35       80.35
      7            34,196      -13.86     -6.84     -0.10          62.43       62.43       62.43
      8            40,106      -12.14     -5.15      1.55          50.35       50.35       50.35
      9            46,312      -11.06     -4.02      2.70          41.74       41.74       41.74
     10            52,827       -9.80     -2.85      3.79          35.31       35.31       35.31

     15            90,630       -6.60      0.19      6.69          18.45       18.45       18.45

     20           138,877       -5.91      1.27      7.91          11.41       11.41       11.41

 25 (age 65)     $200,454       -5.63%     2.02%     8.72%          7.67%       7.67%       9.98%

<FN>
(1) Assumes net interest of 5% compounded annually.
</FN>
</TABLE>


THE VALUES WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE DEATH  BENEFIT  GUARANTEE / THREE-YEAR NO LAPSE  GUARANTEE  PREMIUM FOR THIS
POLICY WOULD BE $3,533.96.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.


                                       28
<PAGE>


                           INCENTIVE LIFE PLUS
                EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLANNED PREMIUM $4,000                              INITIAL FACE AMOUNT $300,000
                               MALE AGE 40
                      PREFERRED RISK NON-TOBACCO USER     DEATH BENEFIT OPTION A
                       ASSUMING GUARANTEED CHARGES


<TABLE>
<CAPTION>
                                      DEATH BENEFIT                      POLICY ACCOUNT                  CASH SURRENDER VALUE       
                                  ASSUMING HYPOTHETICAL            ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS   
   END OF                      ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF   
   POLICY      ACCUMULATED    ------------------------------      -----------------------------     --------------------------------
    YEAR       PREMIUMS(1)       0%         6%         12%           0%        6%         12%          0%          6%          12%  
   ------      -----------    --------   --------   --------      -------   --------   --------     --------    --------    --------
<S>              <C>          <C>        <C>        <C>           <C>       <C>        <C>           <C>        <C>         <C>     
      1          $  4,200     $300,000   $300,000   $300,000      $ 2,341   $ 2,520    $  2,699      $   439    $   618     $    797
      2             8,610      300,000    300,000    300,000        5,137     5,658       6,201        3,035      3,556        4,099
      3            13,240      300,000    300,000    300,000        7,849     8,891      10,020        5,547      6,589        7,719
      4            18,103      300,000    300,000    300,000       10,468    12,216      14,185        8,146      9,894       11,863
      5            23,208      300,000    300,000    300,000       12,998    15,640      18,734       10,656     13,298       16,392

      6            28,568      300,000    300,000    300,000       15,428    19,155      23,698       13,066     16,793       21,336
      7            34,196      300,000    300,000    300,000       17,756    22,764      29,119       15,386     20,394       26,749
      8            40,106      300,000    300,000    300,000       19,979    26,467      35,043       17,789     24,277       32,853
      9            46,312      300,000    300,000    300,000       22,093    30,265      41,523       19,903     28,075       39,334
     10            52,827      300,000    300,000    300,000       24,090    34,155      48,614       22,265     32,330       46,789

     15            90,630      300,000    300,000    300,000       31,938    54,780      95,609       31,938     54,780       95,609

     20           138,877      300,000    300,000    300,000       34,712    76,442     171,006       34,712     76,442      171,006

 25 (age 65)     $200,454     $300,000   $300,000   $362,036      $29,371   $97,412    $296,751      $29,371    $97,412     $296,751

<FN>
(1) Assumes net interest of 5% compounded annually.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                INTERNAL RATE OF RETURN             INTERNAL RATE OF RETURN
                                ON CASH SURRENDER VALUES                ON DEATH BENEFIT
                               ASSUMING HYPOTHETICAL GROSS         ASSUMING HYPOTHETICAL GROSS
   END OF                      ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF
   POLICY      ACCUMULATED     ---------------------------      ---------------------------------
    YEAR       PREMIUMS(1)        0%        6%       12%            0%         6%          12%
   ------      -----------     -------   -------   -------      ---------   ---------   ---------
<S>              <C>           <C>       <C>       <C>          <C>         <C>         <C>  
      1          $  4,200      -89.03%   -84.56%   -80.07%      7,400.00%   7,400.00%   7,400.00%
      2             8,610      -49.56    -43.28    -37.10         717.47      717.47      717.47
      3            13,240      -33.90    -27.11    -20.50         283.61      283.61      283.61
      4            18,103      -25.24    -18.33    -11.61         162.42      162.42      162.42
      5            23,208      -20.30    -13.31     -6.56         109.30      109.30      109.30

      6            28,568      -17.17    -10.13     -3.35          80.35       80.35       80.35
      7            34,196      -15.02     -7.93     -1.14          62.43       62.43       62.43
      8            40,106      -13.25     -6.18      0.58          50.35       50.35       50.35
      9            46,312      -12.16     -5.02      1.77          41.74       41.74       41.74
     10            52,827      -11.01     -3.91      2.83          35.31       35.31       35.31

     15            90,630       -8.39     -1.15      5.63          18.45       18.45       18.45

     20           138,877       -8.86     -0.44      6.78          11.41       11.41       11.41

 25 (age 65)     $200,454      -11.48%    -0.20%     7.60%          7.67%       7.67%       8.87%

<FN>
(1) Assumes net interest of 5% compounded annually.
</FN>
</TABLE>


THE VALUES WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE DEATH  BENEFIT  GUARANTEE / THREE-YEAR NO LAPSE  GUARANTEE  PREMIUM FOR THIS
POLICY WOULD BE $3,533.96.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.


                                       29
<PAGE>


                           INCENTIVE LIFE PLUS
                EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLANNED PREMIUM $4,000                              INITIAL FACE AMOUNT $300,000
                               MALE AGE 40
                     PREFERRED RISK NON-TOBACCO USER      DEATH BENEFIT OPTION B
                        ASSUMING CURRENT CHARGES


<TABLE>
<CAPTION>
                                      DEATH BENEFIT                      POLICY ACCOUNT                  CASH SURRENDER VALUE       
                                  ASSUMING HYPOTHETICAL            ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS   
   END OF                      ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF   
   POLICY      ACCUMULATED    ------------------------------      -----------------------------     --------------------------------
    YEAR       PREMIUMS(1)       0%         6%         12%           0%        6%         12%          0%          6%          12%  
   ------      -----------    --------   --------   --------      -------   --------   --------     --------    --------    --------
<S>              <C>          <C>        <C>        <C>           <C>       <C>        <C>           <C>        <C>         <C>     
      1          $  4,200     $302,370   $302,549   $302,730      $ 2,370   $  2,549   $  2,730      $   468    $    648    $    828
      2             8,610      305,246    305,772    306,320        5,246      5,772      6,320        3,144       3,670       4,218
      3            13,240      308,040    309,097    310,242        8,040      9,097     10,242        5,738       6,795       7,940
      4            18,103      310,739    312,517    314,519       10,739     12,517     14,519        8,417      10,195      12,197
      5            23,208      313,347    316,039    319,190       13,347     16,039     19,190       11,005      13,697      16,848

      6            28,568      315,855    319,657    324,287       15,855     19,657     24,287       13,493      17,295      21,925
      7            34,196      318,257    323,368    329,848       18,257     23,368     29,848       15,887      20,998      27,478
      8            40,106      320,551    327,174    335,921       20,551     27,174     35,921       18,361      24,985      33,731
      9            46,312      322,758    331,102    342,582       22,758     31,102     42,582       20,568      28,912      40,392
     10            52,827      325,017    335,304    350,057       25,017     35,304     50,057       23,192      33,479      48,233

     15            90,630      334,994    358,558    400,356       34,994     58,558    100,356       34,994      58,558     100,356

     20           138,877      342,281    385,698    482,027       42,281     85,698    182,027       42,281      85,698     182,027

 25 (age 65)     $200,454     $346,671   $418,014   $618,242      $46,671   $118,014   $318,242      $46,671    $118,014    $318,242

<FN>
(1) Assumes net interest of 5% compounded annually.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                               INTERNAL RATE OF RETURN             INTERNAL RATE OF RETURN
                               ON CASH SURRENDER VALUES                ON DEATH BENEFIT
                              ASSUMING HYPOTHETICAL GROSS         ASSUMING HYPOTHETICAL GROSS
   END OF                     ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF
   POLICY      ACCUMULATED    ---------------------------      ---------------------------------
    YEAR       PREMIUMS(1)       0%        6%       12%            0%         6%          12%
   ------      -----------    -------   -------   -------      ---------   ---------   ---------
<S>              <C>          <C>       <C>       <C>          <C>         <C>         <C>  
      1          $  4,200     -88.31%   -83.81%   -79.30%      7,549.24%   7,463.74%   7,468.25%
      2             8,610     -48.21    -41.95    -35.78         724.99      725.75      726.53
      3            13,240     -32.60    -25.86    -19.27         287.38      287.87      288.40
      4            18,103     -24.10    -17.24    -10.57         165.09      165.52      166.01
      5            23,208     -19.29    -12.36     -5.66         111.47      111.90      112.40

      6            28,568     -16.27     -9.30     -2.58          82.24       82.68       83.21
      7            34,196     -14.21     -7.20     -0.47          64.13       64.59       65.17
      8            40,106     -12.52     -5.53      1.17          51.93       52.42       53.05
      9            46,312     -11.46     -4.42      2.29          43.22       43.74       44.43
     10            52,827     -10.21     -3.26      3.38          36.72       37.27       38.04

     15            90,630      -7.10     -0.30      6.20          19.66       20.39       21.59

     20           138,877      -6.57      0.65      7.31          12.47       13.42       15.18

 25 (age 65)     $200,454      -6.53%     1.25%     8.05%          8.60%       9.78%      12.21%

<FN>
(1) Assumes net interest of 5% compounded annually.
</FN>
</TABLE>


THE VALUES WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE DEATH  BENEFIT  GUARANTEE / THREE-YEAR NO LAPSE  GUARANTEE  PREMIUM FOR THIS
POLICY WOULD BE $3,533.96.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.


                                       30
<PAGE>


                           INCENTIVE LIFE PLUS
                EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLANNED PREMIUM $4,000                              INITIAL FACE AMOUNT $300,000
                               MALE AGE 40
                     PREFERRED RISK NON-TOBACCO USER      DEATH BENEFIT OPTION B
                       ASSUMING GUARANTEED CHARGES


<TABLE>
<CAPTION>
                                      DEATH BENEFIT                      POLICY ACCOUNT                  CASH SURRENDER VALUE       
                                  ASSUMING HYPOTHETICAL            ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS   
   END OF                      ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF   
   POLICY      ACCUMULATED    ------------------------------      -----------------------------     --------------------------------
    YEAR       PREMIUMS(1)       0%         6%         12%           0%        6%         12%          0%          6%          12%  
   ------      -----------    --------   --------   --------      -------   --------   --------     --------    --------    --------
<S>              <C>          <C>        <C>        <C>           <C>       <C>        <C>           <C>        <C>         <C>     
      1          $  4,200     $302,334   $302,512   $302,691      $ 2,334   $ 2,512    $  2,691      $   432    $   610     $    789
      2             8,610      305,117    305,635    306,175        5,117     5,635       6,175        3,015      3,533        4,073
      3            13,240      307,806    308,842    309,965        7,806     8,842       9,965        5,504      6,540        7,663
      4            18,103      310,395    312,129    314,082       10,395    12,129      14,082        8,073      9,807       11,760
      5            23,208      312,884    315,499    318,560       12,884    15,499      18,560       10,542     13,157       16,218
      
      6            28,568      315,263    318,942    323,426       15,263    18,942      23,426       12,901     16,580       21,064
      7            34,196      317,527    322,458    328,711       17,527    22,458      28,711       15,157     20,088       26,341
      8            40,106      319,673    326,042    334,455       19,673    26,042      34,455       17,483     23,852       32,265
      9            46,312      321,696    329,691    340,697       21,696    29,691      40,697       19,506     27,501       38,507
     10            52,827      323,586    333,397    347,478       23,586    33,397      47,478       21,761     31,572       45,653

     15            90,630      330,589    352,299    391,026       30,589    52,299      91,026       30,589     52,299       91,026

     20           138,877      331,788    369,732    455,441       31,788    69,732     155,441       31,788     69,732      155,441

 25 (age 65)     $200,454     $324,009   $381,242   $549,397      $24,009   $81,242    $249,397      $24,009    $81,242     $249,397

<FN>
(1) Assumes net interest of 5% compounded annually.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                               INTERNAL RATE OF RETURN             INTERNAL RATE OF RETURN
                               ON CASH SURRENDER VALUES                ON DEATH BENEFIT
                              ASSUMING HYPOTHETICAL GROSS         ASSUMING HYPOTHETICAL GROSS
   END OF                     ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF
   POLICY      ACCUMULATED    ---------------------------      ---------------------------------
    YEAR       PREMIUMS(1)       0%        6%       12%            0%         6%          12%
   ------      -----------    -------   -------   -------      ---------   ---------   ---------
<S>              <C>          <C>       <C>       <C>          <C>         <C>         <C>  
      1          $  4,200     -89.20%   -84.74%   -80.27%      7,458.35%   7,462.81%   7,467.28%
      2             8,610     -49.81    -43.55    -37.38         724.81      725.55      726.32
      3            13,240     -34.19    -27.42    -20.81         287.27      287.75      288.27
      4            18,103     -25.56    -18.65    -11.94         165.00      165.43      165.90
      5            23,208     -20.63    -13.65     -6.91         111.40      111.82      112.30
      
      6            28,568     -17.52    -10.48     -3.72          82.17       82.60       83.12
      7            34,196     -15.40     -8.31     -1.53          64.07       64.51       65.07
      8            40,106     -13.65     -6.57      0.18          51.87       52.34       52.95
      9            46,312     -12.58     -5.44      1.34          43.15       43.65       44.32
     10            52,827     -11.45     -4.35      2.39          36.64       37.17       37.91

     15            90,630      -9.01     -1.74      5.05          19.51       20.20       21.34

     20           138,877      -9.94     -1.33      5.97          12.22       13.08       14.73

 25 (age 65)     $200,454     -14.00%    -1.64%     6.46%          8.16%       9.20%      11.48%

<FN>
(1) Assumes net interest of 5% compounded annually.
</FN>
</TABLE>


THE VALUES WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE DEATH  BENEFIT  GUARANTEE / THREE-YEAR NO LAPSE  GUARANTEE  PREMIUM FOR THIS
POLICY WOULD BE $3,533.96.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.


                                       31
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1994


<TABLE>
<CAPTION>

                                                    INTERMEDIATE
                                        MONEY        GOVERNMENT        HIGH                             COMMON         EQUITY
                                        MARKET       SECURITIES       YIELD           BALANCED          STOCK          INDEX
                                       DIVISION       DIVISION       DIVISION         DIVISION         DIVISION       DIVISION
                                     ------------    -----------    -----------     ------------     ------------    -----------
<S>                                  <C>             <C>            <C>             <C>              <C>             <C>      
ASSETS
Investments in shares of The
   Hudson River Trust -- at
   market value (Notes 2 and 9)
Cost: $138,079,624 ..............    $138,112,384
        31,003,727 ..............                    $28,266,864
        50,877,692 ..............                                   $50,004,589
       341,928,746 ..............                                                   $339,049,871
       814,398,039 ..............                                                                    $812,349,390
        31,724,933 ..............                                                                                    $31,325,647
Receivable (payable) for
   policy related
   transactions .................       4,109,267         49,140        (10,836)         (18,276)         622,866         21,063  
                                     ------------    -----------    -----------     ------------     ------------    -----------  
Total Assets ....................     142,221,651     28,316,004     49,993,753      339,031,595      812,972,256     31,346,710  
                                     ------------    -----------    -----------     ------------     ------------    -----------  
LIABILITIES
Payable (receivable) for
   purchases (sales) of shares of
   The Hudson River Trust .......       3,997,965         52,945         15,230          122,383          705,098         21,172  
Amount retained by Equitable
   Variable in Separate Account
   FP (Note 6) ..................         727,601        608,984        523,622          493,647        1,260,957        200,135  
                                     ------------    -----------    -----------     ------------     ------------    -----------  
Total Liabilities ...............       4,725,566        661,929        538,852          616,030        1,966,055        221,307  
                                     ------------    -----------    -----------     ------------     ------------    -----------  
NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS ..............    $137,496,085    $27,654,075    $49,454,901     $338,415,565     $811,006,201    $31,125,403  
                                     ============    ===========    ===========     ============     ============    ===========  
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                                                        ASSET ALLOCATION SERIES
                                                                                                      ----------------------------
                                                       AGGRESSIVE       GROWTH &       QUALITY         CONSERVATIVE       GROWTH
                                         GLOBAL          STOCK           INCOME          BOND           INVESTORS       INVESTORS
                                        DIVISION        DIVISION        DIVISION       DIVISION          DIVISION        DIVISION
                                      ------------    ------------     ----------    ------------     ------------    ------------
<S>                                   <C>             <C>              <C>           <C>              <C>             <C>         
ASSETS
Investments in shares of The
   Hudson River Trust -- at
   market value (Notes 2 and 9)
Cost: $239,147,145 ..............     $242,277,425
       325,633,174 ..............                     $356,394,492
         7,040,082 ..............                                      $6,898,497
       137,464,263 ..............                                                    $121,943,063
       139,172,881 ..............                                                                     $130,405,184
       368,555,840 ..............                                                                                     $367,785,147
Receivable (payable) for
   policy related
   transactions .................          693,092      (1,580,927)       191,538          (6,487)         102,625         410,514
                                      ------------    ------------     ----------    ------------     ------------    ------------
Total Assets ....................      242,970,517     354,813,565      7,090,035     121,936,576      130,507,809     368,195,661
                                      ------------    ------------     ----------    ------------     ------------    ------------
LIABILITIES
Payable (receivable) for
   purchases (sales) of shares of
   The Hudson River Trust .......          592,036      (1,539,689)       191,896          (6,195)          91,960         493,712
Amount retained by Equitable
   Variable in Separate Account
   FP (Note 6) ..................          540,010         681,389        989,756       4,706,299          475,351         482,395
                                      ------------    ------------     ----------    ------------     ------------    ------------
Total Liabilities ...............        1,132,046        (858,300)     1,181,652       4,700,104          567,311         976,107
                                      ------------    ------------     ----------    ------------     ------------    ------------
NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS ..............     $241,838,471    $355,671,865     $5,908,383    $117,236,472     $129,940,498    $367,219,554
                                      ============    ============     ==========    ============     ============    ============
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>




                                     FSA-1
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                      MONEY MARKET DIVISION           
                                                             ---------------------------------------- 
                                                                1994           1993           1992     
                                                             ----------     ----------     ---------- 
<S>                                                          <C>            <C>            <C>         
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............    $5,368,883     $4,163,389     $4,686,996 
   Expenses (Note 3):
     Mortality and expense risk charges .................       826,379        834,113        778,018 
                                                             ----------     ----------     ---------- 
NET INVESTMENT INCOME ...................................     4,542,504      3,329,276      3,908,978 
                                                             ----------     ----------     ---------- 
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
     Realized gain (loss) on investments ................        95,530       (339,754)      (136,115)
     Realized gain distribution from
       The Hudson River Trust ...........................          --             --             --   
                                                             ----------     ----------     ---------- 
NET REALIZED GAIN (LOSS) ................................        95,530       (339,754)      (136,115)
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................       (14,267)      (224,885)      (178,161)
     End of period ......................................        32,760        (14,267)      (224,885)
                                                             ----------     ----------     ---------- 
   Change in unrealized appreciation (depreciation)
     during the period ..................................        47,027        210,618        (46,724)
                                                             ----------     ----------     ---------- 
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................       142,557       (129,136)      (182,839)
                                                             ----------     ----------     ---------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................    $4,685,061     $3,200,140     $3,726,139 
                                                             ==========     ==========     ========== 
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                            INTERMEDIATE GOVERNMENT SECURITIES DIVISION
                                                            --------------------------------------------
                                                               1994             1993            1992
                                                            ------------     -----------     -----------
<S>                                                         <C>              <C>             <C>
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............   $  5,671,984     $14,930,827     $14,839,013
   Expenses (Note 3):
     Mortality and expense risk charges .................        527,675       1,470,325       1,569,627
                                                            ------------     -----------     -----------
NET INVESTMENT INCOME ...................................      5,144,309      13,460,502      13,269,386
                                                            ------------     -----------     -----------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
     Realized gain (loss) on investments ................    (10,163,976)      3,999,846        (196,985)
     Realized gain distribution from
       The Hudson River Trust ...........................           --        11,449,074       4,721,432
                                                            ------------     -----------     -----------
NET REALIZED GAIN (LOSS) ................................    (10,163,976)     15,448,920       4,524,447
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................     (1,617,237)      1,966,231       6,448,937
     End of period ......................................     (2,736,863)     (1,617,237)      1,966,231
                                                            ------------     -----------     -----------
   Change in unrealized appreciation (depreciation)
     during the period ..................................     (1,119,626)     (3,583,468)     (4,482,706)
                                                            ------------     -----------     -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................    (11,283,602)     11,865,452          41,741
                                                            ------------     -----------     -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................   $ (6,139,293)    $25,325,954     $13,311,127
                                                            ============     ===========     ===========
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                  SHORT-TERM WORLD INCOME DIVISION
                                                              --------------------------------------- 
                                                                1994*         1993           1992
                                                              ---------     ---------     ----------- 
<S>                                                           <C>           <C>           <C>         
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............     $  81,851     $ 504,768     $   687,929
   Expenses (Note 3):
     Mortality and expense risk charges .................         2,373        27,415          33,520
                                                              ---------     ---------     ----------- 
NET INVESTMENT INCOME ...................................        79,478       477,353         654,409
                                                              ---------     ---------     ----------- 
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
     Realized gain (loss) on investments ................      (115,812)     (645,029)       (347,915)
     Realized gain distribution from
       The Hudson River Trust ...........................          --            --              --
                                                              ---------     ---------     ----------- 
NET REALIZED GAIN (LOSS) ................................      (115,812)     (645,029)       (347,915)
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................       (76,633)     (676,871)         (5,422)
     End of period ......................................          --         (76,633)       (676,871)
                                                              ---------     ---------     ----------- 
   Change in unrealized appreciation (depreciation)
     during the period ..................................        76,633       600,238        (671,449)
                                                              ---------     ---------     ----------- 
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................       (39,179)      (44,791)     (1,019,364)
                                                              ---------     ---------     ----------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................     $  40,299     $ 432,562     $  (364,955)
                                                              =========     =========     =========== 
<FN>
See Notes to Financial Statements.

*For the period January 1, 1994 through February 22, 1994 (date of
 substitution).
</FN>
</TABLE>




                                     FSA-2
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,



<TABLE>
<CAPTION>
                                                                         HIGH YIELD DIVISION            
                                                             ----------------------------------------  
                                                                1994            1993          1992      
                                                             -----------     ----------    ----------  
<S>                                                          <C>             <C>           <C>          
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............    $ 4,578,946     $4,488,259    $4,025,728  
   Expenses (Note 3):
     Mortality and expense risk charges .................        305,522        285,992       248,485  
                                                             -----------     ----------    ----------  
NET INVESTMENT INCOME ...................................      4,273,424      4,202,267     3,777,243  
                                                             -----------     ----------    ----------  
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments ..................       (328,199)       107,852      (813,039) 
   Realized gain distribution from
     The Hudson River Trust .............................           --        1,030,687          --    
                                                             -----------     ----------    ----------  
NET REALIZED GAIN (LOSS) ................................       (328,199)     1,138,539      (813,039) 
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................      4,734,999        763,746      (772,587) 
     End of period ......................................       (873,103)     4,734,999       763,746  
                                                             -----------     ----------    ----------  
   Change in unrealized appreciation (depreciation)
     during the period ..................................     (5,608,102)     3,971,253     1,536,333  
                                                             -----------     ----------    ----------  
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................     (5,936,301)     5,109,792       723,294  
                                                             -----------     ----------    ----------  
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................    $(1,662,877)    $9,312,059    $4,500,537  
                                                             ===========     ==========    ==========  
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                         BALANCED DIVISION                 
                                                            --------------------------------------------   
                                                                1994             1993          1992        
                                                            ------------     -----------    ------------   
<S>                                                         <C>              <C>            <C>            
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............   $ 10,557,487     $10,062,862    $  9,484,792   
   Expenses (Note 3):
     Mortality and expense risk charges .................      2,103,510       2,047,811       1,728,449   
                                                            ------------     -----------    ------------   
NET INVESTMENT INCOME ...................................      8,453,977       8,015,051       7,756,343   
                                                            ------------     -----------    ------------   
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments ..................        858,164       1,446,919         870,777   
   Realized gain distribution from
     The Hudson River Trust .............................           --        20,280,817      21,249,123   
                                                            ------------     -----------    ------------   
NET REALIZED GAIN (LOSS) ................................        858,164      21,727,736      22,119,900   
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................     37,960,661      30,072,900      68,832,284   
     End of period ......................................     (2,878,875)     37,960,661      30,072,900   
                                                            ------------     -----------    ------------   
   Change in unrealized appreciation (depreciation)
     during the period ..................................    (40,839,536)      7,887,761     (38,759,384)  
                                                            ------------     -----------    ------------   
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................    (39,981,372)     29,615,497     (16,639,484)  
                                                            ------------     -----------    ------------   
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................   $(31,527,395)    $37,630,548    $ (8,883,141)  
                                                            ============     ===========    ============   
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                       COMMON STOCK DIVISION
                                                            ---------------------------------------------
                                                                1994             1993            1992
                                                            ------------     ------------    ------------
<S>                                                         <C>              <C>             <C>         
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............   $ 11,755,355     $ 10,311,886    $  8,962,566
   Expenses (Note 3):
     Mortality and expense risk charges .................      4,741,008        4,005,102       3,127,993
                                                            ------------     ------------    ------------
NET INVESTMENT INCOME ...................................      7,014,347        6,306,784       5,834,573
                                                            ------------     ------------    ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments ..................        292,144        4,176,629      (2,382,465)
   Realized gain distribution from
     The Hudson River Trust .............................     43,936,280       85,777,775      34,335,116
                                                            ------------     ------------    ------------
NET REALIZED GAIN (LOSS) ................................     44,228,424       89,954,404      31,952,651
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................     71,350,568       22,647,989      46,299,874
     End of period ......................................     (2,048,649)      71,350,568      22,647,989
                                                            ------------     ------------    ------------
   Change in unrealized appreciation (depreciation)
     during the period ..................................    (73,399,217)      48,702,579     (23,651,885)
                                                            ------------     ------------    ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................    (29,170,793)     138,656,983       8,300,766
                                                            ------------     ------------    ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................   $(22,156,446)    $144,963,767    $ 14,135,339
                                                            ============     ============    ============
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>




                                     FSA-3
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,



<TABLE>
<CAPTION>
                                                              EQUITY
                                                               INDEX
                                                             DIVISION                   GLOBAL DIVISION
                                                             ---------     -----------------------------------------
                                                               1994*          1994            1993           1992
                                                             ---------     -----------     -----------    ----------
<S>                                                          <C>           <C>             <C>            <C>
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............    $ 596,180     $ 2,768,605     $ 1,060,406    $  392,650
   Expenses (Note 3):
     Mortality and expense risk charges .................      152,789       1,211,620         466,897       216,472
                                                             ---------     -----------     -----------    ----------
NET INVESTMENT INCOME ...................................      443,391       1,556,985         593,509       176,178
                                                             ---------     -----------     -----------    ----------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments ..................       (6,949)      3,347,704       1,333,766       (31,023)
   Realized gain distribution from
     The Hudson River Trust .............................      134,154       4,821,242      11,642,904       267,304
                                                             ---------     -----------     -----------    ----------
NET REALIZED GAIN (LOSS) ................................      127,205       8,168,946      12,976,670       236,281
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................         --         7,062,877       2,783,724     3,523,568
     End of period ......................................     (399,286)      3,130,280       7,062,877     2,783,724
                                                             ---------     -----------     -----------    ----------
   Change in unrealized appreciation (depreciation)
     during the period ..................................     (399,286)     (3,932,597)      4,279,153      (739,844)
                                                             ---------     -----------     -----------    ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................     (272,081)      4,236,349      17,255,823      (503,563)
                                                             ---------     -----------     -----------    ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................    $ 171,310     $ 5,793,334     $17,849,332    $ (327,385)
                                                             =========     ===========     ===========    ==========
<FN>
See Notes to Financial Statements.

 *Commencement of operations on April 1.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                                                                 GROWTH & INCOME
                                                                    AGGRESSIVE STOCK DIVISION                       DIVISION
                                                           ----------------------------------------------     ---------------------
                                                               1994             1993             1992           1994         1993**
                                                           ------------     ------------     ------------     ---------     -------
<S>                                                        <C>              <C>              <C>              <C>           <C>    
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............  $    400,102     $    766,228     $  1,550,129     $ 108,492     $ 3,394
   Expenses (Note 3):
     Mortality and expense risk charges .................     1,944,639        1,757,109        1,620,545        19,204       1,833
                                                           ------------     ------------     ------------     ---------     -------
NET INVESTMENT INCOME ...................................    (1,544,537)        (990,881)         (70,416)       89,288       1,561
                                                           ------------     ------------     ------------     ---------     -------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments ..................    (6,075,250)      35,696,507        8,236,284       (11,709)       (134)
   Realized gain distribution from
     The Hudson River Trust .............................          --         25,339,962       25,704,106          --          --
                                                           ------------     ------------     ------------     ---------     -------
NET REALIZED GAIN (LOSS) ................................    (6,075,250)      61,036,469       33,940,390       (11,709)       (134)
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................    35,185,988       53,885,737       96,740,910          (904)       --
     End of period ......................................    30,761,318       35,185,988       53,885,737      (141,585)       (904)
                                                           ------------     ------------     ------------     ---------     -------
   Change in unrealized appreciation (depreciation)
     during the period ..................................    (4,424,670)     (18,699,749)     (42,855,173)     (140,681)       (904)
                                                           ------------     ------------     ------------     ---------     -------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................   (10,499,920)      42,336,720       (8,914,783)     (152,390)     (1,038)
                                                           ------------     ------------     ------------     ---------     -------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................  $(12,044,457)    $ 41,345,839     $ (8,985,199)    $ (63,102)    $   523
                                                           ============     ============     ============     =========     =======
<FN>
See Notes to Financial Statements.

**Commencement of operations on October 1.
</FN>
</TABLE>




                                     FSA-4
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,



<TABLE>
<CAPTION>
                                                                QUALITY BOND DIVISION       
                                                             ----------------------------   
                                                                 1994            1993*       
                                                             ------------     -----------   
<S>                                                          <C>              <C>            
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............    $  8,123,722     $ 1,221,840   
   Expenses (Note 3):
     Mortality and expense risk charges .................         689,178         163,308   
                                                             ------------     -----------   
NET INVESTMENT INCOME ...................................       7,434,544       1,058,532   
                                                             ------------     -----------   
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments ..................        (410,697)           (106)  
   Realized gain distribution from
     The Hudson River Trust .............................            --           130,973   
                                                             ------------     -----------   
NET REALIZED GAIN (LOSS) ................................        (410,697)        130,867   
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................      (1,886,621)           --     
     End of period ......................................     (15,521,200)     (1,886,621)  
                                                             ------------     -----------   
   Change in unrealized appreciation (depreciation)
     during the period ..................................     (13,634,579)     (1,886,621)  
                                                             ------------     -----------   
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................     (14,045,276)     (1,755,754)  
                                                             ------------     -----------   
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................    $ (6,610,732)    $  (697,222)  
                                                             ============     ===========   
<FN>
See Notes to Financial Statements.

*Commencement of operations on October 1.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                     ASSET ALLOCATION SERIES
                                                            -------------------------------------------
                                                                  CONSERVATIVE INVESTORS DIVISION        
                                                            ------------------------------------------- 
                                                                1994            1993           1992     
                                                            ------------     ----------     ----------- 
<S>                                                         <C>              <C>            <C>          
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............   $  6,205,574     $4,088,977     $ 3,499,270 
   Expenses (Note 3):
     Mortality and expense risk charges .................        750,164        551,610         345,819 
                                                            ------------     ----------     ----------- 
NET INVESTMENT INCOME ...................................      5,455,410      3,537,367       3,153,451 
                                                            ------------     ----------     ----------- 
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments ..................       (421,502)        91,739         (10,094)
   Realized gain distribution from
     The Hudson River Trust .............................           --        4,651,717       2,200,535 
                                                            ------------     ----------     ----------- 
NET REALIZED GAIN (LOSS) ................................       (421,502)     4,743,456       2,190,441 
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................      1,915,037      2,223,612       4,140,474 
     End of period ......................................     (8,767,697)     1,915,037       2,223,612 
                                                            ------------     ----------     ----------- 
   Change in unrealized appreciation (depreciation)
     during the period ..................................    (10,682,734)      (308,575)     (1,916,862) 
                                                            ------------     ----------     ----------- 
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................    (11,104,236)     4,434,881         273,579  
                                                            ------------     ----------     ----------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................   $ (5,648,826)    $7,972,248     $ 3,427,030 
                                                            ============     ==========     =========== 
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                      ASSET ALLOCATION SERIES
                                                            --------------------------------------------
                                                                     GROWTH INVESTORS DIVISION
                                                            --------------------------------------------
                                                                1994             1993           1992
                                                            ------------     -----------     -----------
<S>                                                         <C>              <C>             <C>        
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust ..............   $ 10,663,204     $ 5,922,228     $ 3,386,842
   Expenses (Note 3):
     Mortality and expense risk charges .................      1,995,747       1,274,117         670,800
                                                            ------------     -----------     -----------
NET INVESTMENT INCOME ...................................      8,667,457       4,648,111       2,716,042
                                                            ------------     -----------     -----------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments ..................        241,591          52,392         187,420
   Realized gain distribution from
     The Hudson River Trust .............................           --        14,624,517       7,569,846
                                                            ------------     -----------     -----------
NET REALIZED GAIN (LOSS) ................................        241,591      14,676,909       7,757,266
   Unrealized appreciation (depreciation) on investments:
     Beginning of period ................................     20,567,604      12,746,740      15,687,285
     End of period ......................................       (770,693)     20,567,604      12,746,740
                                                            ------------     -----------     -----------
   Change in unrealized appreciation (depreciation)
     during the period ..................................    (21,338,297)      7,820,864      (2,940,545)
                                                            ------------     -----------     -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS .......................................    (21,096,706)     22,497,773       4,816,721
                                                            ------------     -----------     -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ......................................   $(12,429,249)    $27,145,884     $ 7,532,763
                                                            ============     ===========     ===========
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>




                                     FSA-5
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                    MONEY MARKET DIVISION                  
                                        ----------------------------------------------   
                                            1994             1993             1992       
                                        ------------     ------------     ------------   
<S>                                     <C>              <C>              <C>             
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...........    $  4,542,504     $  3,329,276     $  3,908,978   
   Net realized gain (loss) ........          95,530         (339,754)        (136,115)  
   Change in unrealized appreciation
     (depreciation) on investments .          47,027          210,618          (46,724)  
                                        ------------     ------------     ------------   
   Net increase (decrease)
     from operations ...............       4,685,061        3,200,140        3,726,139   
                                        ------------     ------------     ------------   
FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 4) ...........      82,536,703       64,845,505       88,068,896   
   Benefits and other policy related
     transactions (Note 5)..........     (32,432,771)     (31,747,197)     (38,311,621)  
   Net transfers among divisions ...     (25,466,044)     (50,510,704)     (67,793,471)  
                                        ------------     ------------     ------------   
   Net increase (decrease) from
     policy related transactions ...      24,637,888      (17,412,396)     (18,036,196)  
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE VARIABLE IN
   SEPARATE ACCOUNT FP (Note 6) ....         (24,067)          92,890         (203,598)  
                                        ------------     ------------     ------------   
INCREASE (DECREASE) IN NET ASSETS ..      29,298,882      (14,119,366)     (14,513,655)  
NET ASSETS, BEGINNING OF PERIOD ....     108,197,203      122,316,569      136,830,224   
                                        ------------     ------------     ------------   
NET ASSETS, END OF PERIOD ..........    $137,496,085     $108,197,203     $122,316,569   
                                        ============     ============     ============   
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                         INTERMEDIATE GOVERNMENT SECURITIES DIVISION      
                                       ------------------------------------------------   
                                           1994              1993              1992        
                                       -------------     -------------     ------------   
<S>                                    <C>               <C>               <C>             
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...........   $   5,144,309     $  13,460,502     $ 13,269,386   
   Net realized gain (loss) ........     (10,163,976)       15,448,920        4,524,447   
   Change in unrealized appreciation
     (depreciation) on investments .      (1,119,626)       (3,583,468)      (4,482,706)  
                                       -------------     -------------     ------------   
   Net increase (decrease)
     from operations ...............      (6,139,293)       25,325,954       13,311,127   
                                       -------------     -------------     ------------   
FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 4) ...........      18,915,140        26,598,113       22,081,588   
   Benefits and other policy related
     transactions (Note 5)..........      (5,813,181)       (7,539,335)      (8,121,103)  
   Net transfers among divisions ...    (125,116,319)     (180,916,946)      26,878,651   
                                       -------------     -------------     ------------   
   Net increase (decrease) from
     policy related transactions ...    (112,014,360)     (161,858,168)      40,839,136   
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE VARIABLE IN
   SEPARATE ACCOUNT FP (Note 6) ....          15,335           (69,330)        (127,134)  
                                       -------------     -------------     ------------   
INCREASE (DECREASE) IN NET ASSETS ..    (118,138,318)     (136,601,544)      54,023,129   
NET ASSETS, BEGINNING OF PERIOD ....     145,792,393       282,393,937      228,370,808   
                                       -------------     -------------     ------------   
NET ASSETS, END OF PERIOD ..........   $  27,654,075     $ 145,792,393     $282,393,937   
                                       =============     =============     ============   
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                            SHORT-TERM WORLD INCOME DIVISION
                                       -------------------------------------------
                                          1994*           1993            1992
                                       -----------     -----------     -----------
<S>                                    <C>             <C>             <C>        
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...........   $    79,478     $   477,353     $   654,409
   Net realized gain (loss) ........      (115,812)       (645,029)       (347,915)
   Change in unrealized appreciation
     (depreciation) on investments .        76,633         600,238        (671,449)
                                       -----------     -----------     -----------
   Net increase (decrease)
     from operations ...............        40,299         432,562        (364,955)
                                       -----------     -----------     -----------
FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 4) ...........        82,255       1,240,219       2,627,349
   Benefits and other policy related
     transactions (Note 5)..........      (139,016)       (822,325)     (1,006,650)
   Net transfers among divisions ...    (2,976,927)     (2,708,004)     (1,657,362)
                                       -----------     -----------     -----------
   Net increase (decrease) from
     policy related transactions ...    (3,033,688)     (2,290,110)        (36,663)
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE VARIABLE IN
   SEPARATE ACCOUNT FP (Note 6) ....       (20,398)       (234,973)        149,435
                                       -----------     -----------     -----------
INCREASE (DECREASE) IN NET ASSETS ..    (3,013,787)     (2,092,521)       (252,183)
NET ASSETS, BEGINNING OF PERIOD ....     3,013,787       5,106,308       5,358,491
                                       -----------     -----------     -----------
NET ASSETS, END OF PERIOD ..........   $      --       $ 3,013,787     $ 5,106,308
                                       ===========     ===========     ===========
<FN>
See Notes to Financial Statements.

*For the period January 1, 1994 through February 22, 1994 (date of
substitution).
</FN>
</TABLE>




                                     FSA-6
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                     HIGH YIELD DIVISION                 
                                        --------------------------------------------   
                                           1994             1993            1992       
                                        ------------     -----------     -----------   
<S>                                     <C>              <C>             <C>            
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...........    $  4,273,424     $ 4,202,267     $ 3,777,243   
   Net realized gain (loss) ........        (328,199)      1,138,539        (813,039)  
   Change in unrealized appreciation
     (depreciation) on investments .      (5,608,102)      3,971,253       1,536,333   
                                        ------------     -----------     -----------   
   Net increase (decrease)
     from operations ...............      (1,662,877)      9,312,059       4,500,537   
                                        ------------     -----------     -----------   
FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 4) ...........      14,287,345      10,787,763       5,370,452   
   Benefits and other policy related
     transactions (Note 5) .........      (7,162,537)     (5,179,424)     (3,291,125)  
   Net transfers among divisions ...     (11,048,174)      1,006,671      (3,898,127)  
                                        ------------     -----------     -----------   
   Net increase (decrease) from
     policy related transactions ...      (3,923,366)      6,615,010      (1,818,800)  
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE VARIABLE IN
   SEPARATE ACCOUNT FP (Note 6) ....          16,028         (31,889)       (248,594)  
                                        ------------     -----------     -----------   
INCREASE (DECREASE) IN NET ASSETS ..      (5,570,215)     15,895,180       2,433,143   
NET ASSETS, BEGINNING OF PERIOD ....      55,025,116      39,129,936      36,696,793   
                                        ------------     -----------     -----------   
NET ASSETS, END OF PERIOD ..........    $ 49,454,901     $55,025,116     $39,129,936   
                                        ============     ===========     ===========   
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                     BALANCED DIVISION                    
                                       ----------------------------------------------   
                                           1994             1993             1992        
                                       ------------     ------------     ------------   
<S>                                    <C>              <C>              <C>             
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...........   $  8,453,977     $  8,015,051     $  7,756,343   
   Net realized gain (loss) ........        858,164       21,727,736       22,119,900   
   Change in unrealized appreciation
     (depreciation) on investments .    (40,839,536)       7,887,761      (38,759,384)  
                                       ------------     ------------     ------------   
   Net increase (decrease)
     from operations ...............    (31,527,395)      37,630,548       (8,883,141)  
                                       ------------     ------------     ------------   
FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 4) ...........     70,116,900       67,351,402       63,379,628   
   Benefits and other policy related
     transactions (Note 5) .........    (45,655,363)     (44,497,967)     (40,544,283)  
   Net transfers among divisions ...    (19,954,097)      (6,834,099)       6,188,919   
                                       ------------     ------------     ------------   
   Net increase (decrease) from
     policy related transactions ...      4,507,440       16,019,336       29,024,264   
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE VARIABLE IN
   SEPARATE ACCOUNT FP (Note 6) ....         47,322          256,506         (357,962)  
                                       ------------     ------------     ------------   
INCREASE (DECREASE) IN NET ASSETS ..    (26,972,633)      53,906,390       19,783,161   
NET ASSETS, BEGINNING OF PERIOD ....    365,388,198      311,481,808      291,698,647   
                                       ------------     ------------     ------------   
NET ASSETS, END OF PERIOD ..........   $338,415,565     $365,388,198     $311,481,808   
                                       ============     ============     ============   
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                 COMMON STOCK DIVISION
                                      ----------------------------------------------
                                          1994             1993              1992
                                      ------------     ------------     ------------
<S>                                   <C>              <C>              <C>          
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...........  $  7,014,347     $  6,306,784     $  5,834,573
   Net realized gain (loss) ........    44,228,424       89,954,404       31,952,651
   Change in unrealized appreciation
     (depreciation) on investments .   (73,399,217)      48,702,579      (23,651,885)
                                      ------------     ------------     ------------
   Net increase (decrease)
     from operations ...............   (22,156,446)     144,963,767       14,135,339
                                      ------------     ------------     ------------
FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 4) ...........   171,525,812      124,210,476      108,161,996
   Benefits and other policy related
     transactions (Note 5) .........   (93,481,219)     (77,837,895)     (67,400,166)
   Net transfers among divisions ...    19,730,410       (9,498,455)      (7,520,965)
                                      ------------     ------------     ------------
   Net increase (decrease) from
     policy related transactions ...    97,775,003       36,874,126       33,240,865
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE VARIABLE IN
   SEPARATE ACCOUNT FP (Note 6) ....        44,948         (124,376)        (264,131)
                                      ------------     ------------     ------------
INCREASE (DECREASE) IN NET ASSETS ..    75,663,505      181,713,517       47,112,073
NET ASSETS, BEGINNING OF PERIOD ....   735,342,696      553,629,179      506,517,107
                                      ------------     ------------     ------------
NET ASSETS, END OF PERIOD ..........  $811,006,201     $735,342,696     $553,629,179
                                      ============     ============     ============
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>




                                     FSA-7
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                           EQUITY
                                           INDEX                                                            
                                          DIVISION                    GLOBAL DIVISION                     
                                        -----------     ---------------------------------------------    
                                           1994*            1994             1993             1992        
                                        -----------     ------------     ------------     -----------    
<S>                                     <C>             <C>              <C>              <C>             
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...........    $   443,391     $  1,556,985     $    593,509     $   176,178    
   Net realized gain (loss) ........        127,205        8,168,946       12,976,670         236,281    
   Change in unrealized appreciation
     (depreciation) on investments .       (399,286)      (3,932,597)       4,279,153        (739,844)   
                                        -----------     ------------     ------------     -----------    
   Net increase (decrease)
     from operations ...............        171,310        5,793,334       17,849,332        (327,385)   
                                        -----------     ------------     ------------     -----------    
FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 4) ...........        690,540       77,766,997       25,508,452      13,671,349    
   Benefits and other policy related
     transactions (Note 5) .........       (472,818)     (23,371,745)      (8,931,159)     (6,376,660)   
   Net transfers among divisions ...     30,736,505       47,610,957       59,544,080       2,213,524    
                                        -----------     ------------     ------------     -----------    
   Net increase (decrease) from
     policy related transactions ...     30,954,227      102,006,209       76,121,373       9,508,213    
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE VARIABLE IN
   SEPARATE ACCOUNT FP (Note 6) ....           (134)         (17,737)           4,085          10,523    
                                        -----------     ------------     ------------     -----------    
INCREASE (DECREASE) IN NET ASSETS ..     31,125,403      107,781,806       93,974,790       9,191,351    
NET ASSETS, BEGINNING OF PERIOD ....           --        134,056,665       40,081,875      30,890,524    
                                        -----------     ------------     ------------     -----------    
NET ASSETS, END OF PERIOD ..........    $31,125,403     $241,838,471     $134,056,665     $40,081,875    
                                        ===========     ============     ============     ===========    
<FN>
See Notes to Financial Statements.

 *Commencement of operations on April 1.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                                              GROWTH & INCOME
                                                  AGGRESSIVE STOCK DIVISION                       DIVISION
                                       ----------------------------------------------     -----------------------
                                           1994             1993             1992            1994         1993**
                                       ------------     ------------     ------------     ----------     --------
<S>                                    <C>              <C>              <C>              <C>            <C>      
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...........   $ (1,544,537)    $   (990,881)    $    (70,416)    $   89,288     $  1,561
   Net realized gain (loss) ........     (6,075,250)      61,036,469       33,940,390        (11,709)        (134)
   Change in unrealized appreciation
     (depreciation) on investments .     (4,424,670)     (18,699,749)     (42,855,173)      (140,681)        (904)
                                       ------------     ------------     ------------     ----------     --------
   Net increase (decrease)
     from operations ...............    (12,044,457)      41,345,839       (8,985,199)       (63,102)         523
                                       ------------     ------------     ------------     ----------     --------
FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 4) ...........    101,932,221       77,930,596       67,361,634      2,953,965      182,381
   Benefits and other policy related
     transactions (Note 5) .........    (48,604,650)     (39,462,340)     (33,003,929)      (481,430)      (6,581)
   Net transfers among divisions ...      4,346,636      (73,890,214)      12,011,802      3,033,230      279,153
                                       ------------     ------------     ------------     ----------     --------
   Net increase (decrease) from
     policy related transactions ...     57,674,207      (35,421,958)      46,369,507      5,505,765      454,953
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE VARIABLE IN
   SEPARATE ACCOUNT FP (Note 6) ....         35,791           (2,220)         (34,456)         6,113        4,131
                                       ------------     ------------     ------------     ----------     --------
INCREASE (DECREASE) IN NET ASSETS ..     45,665,541        5,921,661       37,349,852      5,448,776      459,607
NET ASSETS, BEGINNING OF PERIOD ....    310,006,324      304,084,663      266,734,811        459,607         --
                                       ------------     ------------     ------------     ----------     --------
NET ASSETS, END OF PERIOD ..........   $355,671,865     $310,006,324     $304,084,663     $5,908,383     $459,607
                                       ============     ============     ============     ==========     ========
<FN>
See Notes to Financial Statements.

**Commencement of operations on October 1.
</FN>
</TABLE>




                                     FSA-8
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                                     ASSET ALLOCATION SERIES
                                                                          ---------------------------------------------
                                            QUALITY BOND DIVISION                CONSERVATIVE INVESTORS DIVISION
                                        -----------------------------     ---------------------------------------------
                                            1994             1993*            1994             1993            1992
                                        ------------     ------------     ------------     ------------     -----------
<S>                                     <C>              <C>              <C>              <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...........    $  7,434,544     $  1,058,532     $  5,455,410     $  3,537,367     $ 3,153,451  
   Net realized gain (loss) ........        (410,697)         130,867         (421,502)       4,743,456       2,190,441  
   Change in unrealized appreciation
     (depreciation) on investments .     (13,634,579)      (1,886,621)     (10,682,734)        (308,575)     (1,916,862) 
                                        ------------     ------------     ------------     ------------     -----------  
   Net increase (decrease)
     from operations ...............      (6,610,732)        (697,222)      (5,648,826)       7,972,248       3,427,030  
                                        ------------     ------------     ------------     ------------     -----------  
FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 4) ...........        (850,240)         181,283       48,492,315       43,782,002      22,620,423  
   Benefits and other policy related
     transactions (Note 5) .........      (2,891,278)        (441,626)     (21,612,430)     (17,644,077)     (9,193,400) 
   Net transfers among divisions ...      25,765,197      100,786,909       (2,076,793)       6,165,330       6,845,573  
                                        ------------     ------------     ------------     ------------     -----------  
   Net increase (decrease) from
     policy related transactions ...      23,724,159      100,526,566       24,803,092       32,303,255      20,272,596  
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE VARIABLE
   IN SEPARATE ACCOUNT FP (Note 6) .         255,654           38,047           22,600           18,535        (201,980) 
                                        ------------     ------------     ------------     ------------     -----------  
INCREASE (DECREASE) IN NET ASSETS ..      17,369,081       99,867,391       19,176,866       40,294,038      23,497,646  
NET ASSETS, BEGINNING OF PERIOD ....      99,867,391             --        110,763,632       70,469,594      46,971,948  
                                        ------------     ------------     ------------     ------------     -----------  
NET ASSETS, END OF PERIOD ..........    $117,236,472     $ 99,867,391     $129,940,498     $110,763,632     $70,469,594  
                                        ============     ============     ============     ============     ===========  
<FN>
See Notes to Financial Statements.

*Commencement of operations on October 1.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                 ASSET ALLOCATION SERIES
                                      ----------------------------------------------
                                                GROWTH INVESTORS DIVISION
                                      ----------------------------------------------
                                          1994             1993             1992
                                      ------------     ------------     ------------
<S>                                   <C>              <C>              <C>          
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...........  $  8,667,457     $  4,648,111     $  2,716,042
   Net realized gain (loss) ........       241,591       14,676,909        7,757,266
   Change in unrealized appreciation
     (depreciation) on investments .   (21,338,297)       7,820,864       (2,940,545)
                                      ------------     ------------     ------------
   Net increase (decrease)
     from operations ...............   (12,429,249)      27,145,884        7,532,763
                                      ------------     ------------     ------------
FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 4) ...........   139,140,391      105,136,825       58,021,833
   Benefits and other policy related
     transactions (Note 5) .........   (54,863,821)     (36,431,873)     (20,773,734)
   Net transfers among divisions ...    20,294,785       30,908,183       21,968,817
                                      ------------     ------------     ------------
   Net increase (decrease) from
     policy related transactions ...   104,571,355       99,613,135       59,216,916
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE VARIABLE
   IN SEPARATE ACCOUNT FP (Note 6) .        15,372          (27,455)        (145,201)
                                      ------------     ------------     ------------
INCREASE (DECREASE) IN NET ASSETS ..    92,157,478      126,731,564       66,604,478
NET ASSETS, BEGINNING OF PERIOD ....   275,062,076      148,330,512       81,726,034
                                      ------------     ------------     ------------
NET ASSETS, END OF PERIOD ..........  $367,219,554     $275,062,076     $148,330,512
                                      ============     ============     ============
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>





                                     FSA-9
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS


1.  Equitable   Variable  Life  Insurance  Company   (Equitable   Variable),   a
    wholly-owned  subsidiary  of The  Equitable  Life  Assurance  Society of the
    United States  (Equitable),  established  Separate Account FP (Account) as a
    unit investment trust registered with the Securities and Exchange Commission
    under the  Investment  Company Act of 1940.  The Account  consists of twelve
    investment divisions: the Money Market Division, the Intermediate Government
    Securities  Division,  the High Yield Division,  the Balanced Division,  the
    Common Stock Division,  the Global Division,  the Aggressive Stock Division,
    the Conservative  Investors  Division,  the Growth Investors  Division,  the
    Growth & Income  Division,  the Quality  Bond  Division and the Equity Index
    Division. The assets in each Division are invested in shares of a designated
    portfolio  (Portfolio) of a mutual fund, The Hudson River Trust (the Trust).
    Each Portfolio has separate investment objectives.

    The Account supports the operations of Incentive  Life(TM), flexible premium
    variable life insurance policies,  Incentive Life 2000(TM), flexible premium
    variable  life  insurance  policies,  Champion  2000(TM),  modified  premium
    variable  whole life insurance  policies,  Survivorship  2000(TM),  flexible
    premium joint survivorship variable life insurance policies and SP-Flex(TM),
    variable  life   insurance   policies  with   additional   premium   option,
    collectively,  the Policies,  and the Incentive Life 2000, Champion 2000 and
    Survivorship 2000 policies are referred to as the Series 2000 Policies.  All
    Policies are issued by Equitable Variable. The assets of the Account are the
    property of Equitable Variable. However, the portion of the Account's assets
    attributable to the Policies will not be chargeable with liabilities arising
    out of any other business Equitable Variable may conduct.

    Under the Policies,  policyowners  may allocate  amounts in their individual
    accounts to the Divisions of the Account. Some policies permit amounts to be
    allocated  to  options  other than the  Account.  Net  transfers  out of the
    Account of $35,120,632, $125,668,098 and $4,762,639 for 1994, 1993 and 1992,
    respectively,  are included in Net Transfers Among Divisions. The net assets
    of any  Division of the Account  may not be less than the  aggregate  of the
    policyowners' accounts allocated to that Division. Additional assets are set
    aside  in  Equitable  Variable's  General  Account  to  provide  for (1) the
    unearned  portion of the monthly charges for mortality  costs, and (2) other
    policy benefits, as required under the state insurance law.

2.  The significant accounting policies of the Account are as follows:

    Investments  are made in shares of the Trust and are valued at the net asset
    values  per  share of the  respective  Portfolios.  The net  asset  value is
    determined  by the Trust  using the market or fair  value of the  underlying
    assets of the Portfolio.

    Investment  transactions are recorded on the trade date.  Realized gains and
    losses  include  gains  and  losses on  redemptions  of the  Trust's  shares
    (determined   on  the  identified   cost  basis)  and  Trust   distributions
    representing the net realized gains on Trust investment transactions.

    The  operations  of the Account are  included  in the  consolidated  Federal
    income  tax  return of  Equitable.  Under the  provisions  of the  Policies,
    Equitable  Variable  has the right to charge the Account for Federal  income
    tax  attributable to the Account.  No charge is currently being made against
    the Account for such tax since,  under current tax law,  Equitable  Variable
    pays no tax on  investment  income and capital  gains  reflected in variable
    life insurance  policy  reserves.  However,  Equitable  Variable retains the
    right to charge for any Federal income tax incurred which is attributable to
    the Account if the law is changed.  Charges  for state and local  taxes,  if
    any, attributable to the Account also may be made.

    Dividends  are  recorded  as  income  at the  end  of  each  quarter  on the
    ex-dividend  date.  Capital gains are distributed by the Trust at the end of
    each year.

3.  Under the Policies,  Equitable  Variable assumes mortality and expense risks
    and, to cover these  risks,  deducts  charges from the assets of the Account
    currently  at  annual  rates  of  0.60% of the net  assets  attributable  to
    Incentive Life, Incentive Life 2000 and Champion 2000 policyowners, 0.90% of
    net assets  attributable to Survivorship  2000  policyowners,  and 0.85% for
    SP-Flex policyowners. Under SP-Flex, Equitable Variable also deducts charges
    from the assets of the Account for  mortality  and  administrative  costs of
    0.60%  and  0.35%,  respectively,  of net  assets  attributable  to  SP-Flex
    policies.

    Under   Incentive  Life  and  the  Series  2000   Policies,   mortality  and
    administrative costs are charged in a different manner than SP-Flex policies
    (see Notes 4 and 5).

4.  Before  amounts are  allocated  to the Account  for  Incentive  Life and the
    Series 2000  Policies,  Equitable  Variable  deducts state and local premium
    taxes and either an initial policy fee  (Incentive  Life) or a premium sales
    charge  (Series 2000 Policies)  from  premiums.  Under  SP-Flex,  the entire
    initial premium is allocated to the Account.  However, before any additional
    premiums  under  SP-Flex are  allocated  to the Account,  an  administrative
    charge is deducted.





                                     FSA-10
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)


5.  The amounts attributable to Incentive Life and the Series 2000 policyowners'
    accounts  are  charged  monthly by  Equitable  Variable  for  mortality  and
    administrative  costs.  These charges are  withdrawn  from the Account along
    with  amounts  for  additional  benefits.  Under the  Policies,  amounts for
    certain  policy-related  transactions  (such as policy loans and surrenders)
    are transferred out of the Separate Account.

6.  The amount retained by Equitable  Variable in the Account arise  principally
    from (1)  contributions  from  Equitable  Variable,  and (2)  that  portion,
    determined ratably, of the Account's  investment results applicable to those
    assets in the Account in excess of the net assets for the Policies.  Amounts
    retained by Equitable  Variable are not subject to charges for mortality and
    expense risks or mortality and administrative costs.

    Amounts retained by Equitable  Variable in the Account may be transferred at
    any time by Equitable Variable to its General Account.

    The  following  table  shows  the  surplus  contributions  (withdrawals)  by
    investment division:


    INVESTMENT DIVISION                              1994              1993
    -------------------                              ----              ----

    Common Stock                                         --                --
    Money Market                                         --         $ 1,145,000
    Balanced                                             --                --
    Aggressive Stock                                     --                --
    High Yield                                           --             330,000
    Global                                               --          (6,895,000)
    Conservative Investors                               --             575,000
    Growth Investors                                     --             130,000
    Short-Term World Income                       $(5,165,329)             --
    Intermediate Government Securities                   --                --
    Growth & Income                                      --           1,000,000
    Quality Bond                                         --           5,000,000
    Equity Index                                      200,000              --
                                                  -----------       -----------
                                                  $(4,965,329)      $ 1,285,000
                                                  ===========       ===========


    There were net withdrawals of $14,970,000 by Equitable Variable in 1992.

7.  Equitable  Variable has entered into a Distribution and Servicing  Agreement
    with  Equitable and Equico  Securities  Inc.  (Equico),  whereby  registered
    representatives  of Equico,  authorized  as variable life  insurance  agents
    under  applicable  state insurance  laws, sell the Policies.  The registered
    representatives are compensated on a commission basis by Equitable.

    Equitable  Variable also has entered into an agreement with Equitable  under
    which  Equitable  performs  the  administrative   services  related  to  the
    Policies, including underwriting and issuance, billings and collections, and
    policyowner  services.  There is no charge to the  Account  related  to this
    agreement.

8.  On  February  22,  1994,  Equitable  Variable,  the  Account  and the  Trust
    substituted  shares  of  the  Trust's  Intermediate   Government  Securities
    Portfolio for shares of the Trust's  Short-Term World Income Portfolio.  The
    amount  transferred  to  Intermediate  Government  Securities  Portfolio was
    $2,192,109.   The  1994  Short-Term  World  Income  Division   statement  of
    operations  and statement of changes in net assets relate to the period from
    January 1, 1994 to February 22, 1994 (date of substitution).  The Short-Term
    World Income Division is not available for future investments.

9.  The  Separate  Account  rates of  return  attributable  to  Incentive  Life,
    Incentive  Life  2000  and  Champion  2000  policyowners  are  different  to
    Survivorship  2000 and to SP-Flex  policyowners  because  asset  charges are
    deducted at different rates under each policy (see Note 3).

    The tables on the following pages show the gross and net investment  returns
    with respect to the Divisions for the periods shown. The net return for each
    Division  is based  upon net assets for a policy  which  commences  with the
    beginning  date of such period and is not based on the average net assets in
    the Division  during such period.  Gross return is equal to the total return
    earned by the underlying Trust investment.





                                     FSA-11
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

RATES OF RETURN:

INCENTIVE LIFE,
---------------
INCENTIVE LIFE 2000
-------------------
AND CHAMPION 2000*
-----------------
<TABLE>
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                             ------------------------------------------------------------------------------    JANUARY 26(a) TO
MONEY MARKET DIVISION         1994      1993      1992       1991      1990      1989      1988       1987    DECEMBER 31, 1986
---------------------         ----      ----      ----       ----      ----      ----      ----       ----    -----------------
<S>                           <C>       <C>       <C>        <C>       <C>       <C>       <C>        <C>           <C>   
Gross return..............    4.02 %    3.00 %    3.56 %     6.18 %    8.24 %    9.18 %    7.32 %     6.63 %        6.05 %
Net return................    3.39 %    2.35 %    2.94 %     5.55 %    7.59 %    8.53 %    6.68 %     5.99 %        5.47 %
</TABLE>

INTERMEDIATE
GOVERNMENT           YEARS ENDED DECEMBER 31,
SECURITIES        -------------------------------   APRIL 1(a) TO
DIVISION             1994      1993      1992     DECEMBER 31, 1991
-----------          ----      ----      ----     -----------------
Gross return.....   (4.37)%   10.58 %    5.60 %        12.26 %
Net return.......   (4.95)%    9.88 %    4.96 %        11.60 %

SHORT-TERM         YEARS ENDED DECEMBER 31,
WORLD INCOME    -------------------------------   APRIL 1(a) TO
DIVISION           1994      1993      1992     DECEMBER 31, 1991
--------           ----      ----      ----     -----------------
Gross return...    --        4.81 %   (2.96)%        3.19 %
Net return.....    --        4.14 %   (3.54)%        2.74 %

<TABLE>
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                           --------------------------------------------------------------------------------     JANUARY 26(a) TO
HIGH YIELD DIVISION           1994      1993      1992       1991      1990      1989      1988       1987     DECEMBER 31, 1986
-------------------           ----      ----      ----       ----      ----      ----      ----       ----     ------------------
<S>                          <C>       <C>        <C>       <C>       <C>       <C>       <C>        <C>             <C>    
Gross return..............   (2.79)%   23.15 %    12.31 %   24.46 %   (1.12)%    5.13 %    9.73 %     4.68 %           --
Net return................   (3.37)%   22.41 %    11.64 %   23.72 %   (1.71)%    4.50 %    9.08 %     4.05 %           --

BALANCED DIVISION
-----------------
Gross return..............   (8.02)%   12.28 %    (2.84)%   41.26 %    0.24 %   25.83 %   13.27 %    (0.85)%         29.07 %
Net return................   (8.57)%   11.64 %    (3.42)%   40.42 %   (0.36)%   25.08 %   12.59 %    (1.45)%         28.34 %

COMMON STOCK DIVISION
---------------------
Gross return..............   (2.14)%   24.84 %    3.22 %    37.88 %   (8.12)%   25.59 %   22.43 %     7.49 %         15.65 %
Net return................   (2.73)%   24.08 %    2.60 %    37.06 %   (8.67)%   24.84 %   21.70 %     6.84 %         15.01 %
</TABLE>

                             MARCH 31(a) TO
EQUITY INDEX DIVISION      DECEMBER 31, 1994
---------------------      ------------------
Gross return..............      1.08 %
Net return................      0.58 %

<TABLE>
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                           -------------------------------------------------------------------------------     AUGUST 31(a) TO
GLOBAL DIVISION               1994        1993        1992       1991        1990       1989        1988      DECEMBER 31, 1987
---------------               ----        ----        ----       ----        ----       ----        ----      ------------------
<S>                           <C>        <C>         <C>        <C>         <C>        <C>         <C>             <C>     
Gross return..............    5.23 %     32.09 %     (0.50)%    30.55 %     (6.07)%    26.93 %     10.88 %         (13.27)%
Net return................    4.60 %     31.33 %     (1.10)%    29.77 %     (6.63)%    26.17 %     10.22 %         (13.45)%
</TABLE>

<TABLE>
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                           --------------------------------------------------------------------------------    JANUARY 26(a) TO
AGGRESSIVE STOCK DIVISION     1994      1993      1992       1991      1990      1989      1988       1987     DECEMBER 31, 1986
-------------------------     ----      ----      ----       ----      ----      ----      ----       ----     ------------------
<S>                          <C>       <C>       <C>        <C>        <C>      <C>        <C>        <C>            <C>    
Gross return..............   (3.81)%   16.77 %   (3.16)%    86.86 %    8.17 %   43.50 %    1.17 %     7.31 %         35.88 %
Net return................   (4.39)%   16.05 %   (3.74)%    85.75 %    7.51 %   42.64 %    0.53 %     6.66 %         35.13 %
</TABLE>

                               YEAR ENDED         OCTOBER 1(a) TO    
GROWTH & INCOME DIVISION   DECEMBER 31, 1994     DECEMBER 31, 1993   
------------------------   ------------------    ------------------  
Gross return..............      (0.58)%               (0.25)%        
Net return................      (1.17)%               (0.41)%        

                              YEAR ENDED         OCTOBER 1(a) TO
QUALITY BOND DIVISION     DECEMBER 31, 1994     DECEMBER 31, 1993
---------------------     -----------------     -----------------
Gross return..............     (5.10)%               (0.51)%
Net return................     (5.67)%               (0.66)%

<TABLE>
<CAPTION>
ASSET ALLOCATION SERIES
-----------------------                 YEARS ENDED DECEMBER 31,
CONSERVATIVE               -------------------------------------------------         OCTOBER 2(a) TO
INVESTORS DIVISION            1994      1993      1992       1991      1990         DECEMBER 31, 1989
------------------            ----      ----      ----       ----      ----         ------------------
<S>                          <C>       <C>        <C>       <C>       <C>                 <C>   
Gross return..............   (4.10)%   10.76 %    5.72 %    19.87 %    6.37 %             3.09 %
Net return................   (4.67)%   10.15 %    5.09 %    19.16 %    5.73 %             2.94 %

GROWTH INVESTORS DIVISION
-------------------------
Gross return..............   (3.15)%   15.26 %    4.90 %    48.89 %   10.66 %             3.98 %
Net return................   (3.73)%   14.58 %    4.27 %    48.01 %   10.00 %             3.82 %
<FN>
*Sales of Incentive Life 2000 and Champion 2000 commenced on March 2, 1992.

(a) Date as of which net premiums under the policies were first allocated to the
    Division.  The gross return and the net return for the periods indicated are
    not annual rates of return.
</FN>
</TABLE>


                                     FSA-12
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

RATES OF RETURN:

SP-FLEX
-------
<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                           ------------------------------------------------------------------------------------    AUGUST 31(a) TO
MONEY MARKET DIVISION          1994        1993        1992         1991        1990        1989         1988     DECEMBER 31, 1987
---------------------          ----        ----        ----         ----        ----        ----         ----     -----------------
<S>                            <C>         <C>         <C>          <C>         <C>         <C>          <C>            <C>   
Gross return..............     4.02 %      3.00 %      3.56 %       6.17 %      8.24 %      9.18 %       7.32 %         2.15 %
Net return................     2.17 %      1.13 %      1.71 %       4.29 %      6.30 %      7.24 %       5.41 %         1.62 %
</TABLE>

<TABLE>
<CAPTION>
                                 YEARS ENDED DECEMBER 31,
INTERMEDIATE GOVERNMENT    -----------------------------------          APRIL 1(a) TO
SECURITIES DIVISION            1994        1993        1992           DECEMBER 31, 1991
-------------------            ----        ----        ----           ------------------
<S>                           <C>         <C>          <C>                 <C>    
Gross return..............    (4.37)%     10.58 %      5.60 %              12.10 %
Net return................    (6.08)%      8.57 %      3.71 %              10.59 %
</TABLE>

<TABLE>
<CAPTION>
                                 YEARS ENDED DECEMBER 31,
SHORT-TERM                 ----------------------------------           APRIL 1(a) TO
WORLD INCOME DIVISION          1994        1993        1992           DECEMBER 31, 1991
---------------------          ----        ----        ----           ------------------
<S>                            <C>         <C>        <C>                   <C>   
Gross return..............     --          4.81 %     (2.95)%               3.20 %
Net return................     --          2.90 %     (4.69)%               1.81 %
</TABLE>

<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                           -----------------------------------------------------------------------------------     AUGUST 31(a) TO
                               1994        1993        1992         1991        1990        1989         1988     DECEMBER 31, 1987
                               ----        ----        ----         ----        ----        ----         ----     -----------------
HIGH YIELD DIVISION
-------------------
<S>                           <C>         <C>         <C>          <C>         <C>         <C>          <C>           <C>   
Gross return..............    (2.79)%     23.15 %     12.31 %      24.46 %     (1.12)%      5.13 %       9.73 %         1.95 %
Net return................    (4.52)%     20.96 %     10.30 %      22.25 %     (2.89)%      3.26 %       7.78 %         1.39 %

BALANCED DIVISION
-----------------
Gross return..............    (8.02)%     12.28 %     (2.83)%      41.27 %      0.24 %     25.83 %      13.27 %       (20.26)%
Net return................    (9.66)%     10.31 %     (4.57)%      38.75 %     (1.56)%     23.59 %      11.25 %       (20.71)%

COMMON STOCK DIVISION
---------------------
Gross return..............    (2.14)%     24.84 %      3.23 %      37.87 %     (8.12)%     25.59 %      22.43 %       (22.57)%
Net return................    (3.88)%     22.60 %      1.38 %      35.43 %     (9.76)%     23.36 %      20.26 %       (23.00)%

GLOBAL DIVISION
---------------
Gross return..............     5.23 %     32.09 %     (0.50)%      30.55 %     (6.07)%     26.93 %      10.88 %       (11.40)%
Net return................     3.36 %     29.77 %     (2.28)%      28.23 %     (7.75)%     24.67 %       8.90 %       (11.86)%

AGGRESSIVE STOCK DIVISION
-------------------------
Gross return..............    (3.81)%     16.77 %     (3.16)%      86.86 %      8.17 %     43.50 %       1.17 %       (24.28)%
Net return................    (5.53)%     14.67 %     (4.89)%      83.54 %      6.23 %     40.95 %      (0.66)%       (24.68)%
</TABLE>

                              SEPTEMBER 1(a) TO 
GROWTH & INCOME DIVISION      DECEMBER 31, 1994 
------------------------      ------------------
Gross return..............         (3.40)%      
Net return................         (3.55)%      

QUALITY BOND DIVISION
---------------------
Gross return..............         (2.20)%      
Net return................         (2.35)%      

EQUITY INDEX DIVISION
---------------------
Gross return..............         (2.54)%
Net return................         (2.69)%

                               
ASSET ALLOCATION SERIES        
-----------------------             SEPTEMBER 1(a) TO
CONSERVATIVE INVESTORS DIVISION     DECEMBER 31, 1994
-------------------------------    -------------------
Gross return..................           (1.83)%
Net return....................           (1.98)%

GROWTH INVESTORS DIVISION
-------------------------
Gross return..................           (3.16)%
Net return....................           (3.31)%

(a) Date as of which net premiums under the policies were first allocated to the
    Division.  The gross return and the net return for the periods indicated are
    not annual rates of return.


                                     FSA-13
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

RATES OF RETURN:
SURVIVORSHIP 2000
-----------------
                           YEARS ENDED DECEMBER 31,      AUGUST 17(a) TO
                           -------------------------      DECEMBER 31,
MONEY MARKET DIVISION          1994        1993               1992
---------------------          ----        ----               ----
Gross return..............     4.02 %      3.00 %             1.11 %
Net return................     3.08 %      2.04 %             0.77 %

INTERMEDIATE GOVERNMENT
SECURITIES DIVISION
-------------------
Gross return..............    (4.37)%     10.58 %             0.90 %
Net return................    (5.23)%      9.55 %             0.56 %

SHORT-TERM
WORLD INCOME DIVISION
---------------------
Gross return..............     --          4.81 %            (4.34)%
Net return................     --          3.83 %            (4.66)%

HIGH YIELD DIVISION
-------------------
Gross return..............    (2.79)%     23.15 %             1.84 %
Net return................    (3.66)%     22.04 %             1.50 %

BALANCED DIVISION
-----------------
Gross return..............    (8.02)%     12.28 %             5.37 %
Net return................    (8.84)%     11.30 %             5.02 %

COMMON STOCK DIVISION
---------------------
Gross return..............    (2.14)%     24.84 %             5.28 %
Net return................    (3.02)%     23.70 %             4.93 %

GLOBAL DIVISION
---------------
Gross return..............     5.23 %     32.09 %             4.87 %
Net return................     4.29 %     30.93 %             4.52 %

AGGRESSIVE STOCK DIVISION
-------------------------
Gross return..............    (3.81)%     16.77 %            11.49 %
Net return................    (4.68)%     15.70 %            11.11 %

                              YEAR ENDED     YEAR ENDED
                             DECEMBER 31,   DECEMBER 31,
GROWTH & INCOME DIVISION         1994           1993
------------------------         ----           ----
Gross return..............      (0.58)%        (0.25)%
Net return................      (1.47)%        (0.48)%

QUALITY BOND DIVISION
---------------------
Gross return..............      (5.10)%        (0.51)%
Net return................      (5.95)%        (0.73)%

                            MARCH 1(a) TO
                             DECEMBER 31,
                            -------------
EQUITY INDEX DIVISION            1994
---------------------            ----
Gross return..............       1.08 %
Net return................       0.33 %

ASSET ALLOCATION SERIES
-----------------------    YEARS ENDED DECEMBER 31,    AUGUST 17(a) TO
CONSERVATIVE               -------------------------     DECEMBER 31,
INVESTORS DIVISION             1994        1993              1992
------------------             ----        ----              ----
Gross return..............    (4.10)%     10.76 %            1.38 %
Net return................    (4.96)%      9.81 %            1.04 %

GROWTH INVESTORS DIVISION
-------------------------
Gross return..............    (3.15)%     15.26 %            6.89 %
Net return................    (4.02)%     14.24 %            6.53 %

(a) Date as of which net premiums under the policies were first allocated to the
    Division.  The gross return and the net return for the periods indicated are
    not annual rates of return.


                                     FSA-14
<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Equitable Variable Life Insurance Company
and Policyowners of Separate Account FP
of Equitable Variable Life Insurance Company

In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of Money Market Division,
Intermediate Government Securities Division, High Yield Division, Balanced
Division, Common Stock Division, Equity Index Division, Global Division,
Aggressive Stock Division, Growth & Income Division, Quality Bond Division,
Conservative Investors Division and Growth Investors Division, separate
investment divisions of Equitable Variable Life Insurance Company (the
"Company") Separate Account FP at December 31, 1994 and the results of each of
their operations and the changes in each of their net assets for each of the two
years in the period then ended (for Growth & Income Division for the year then
ended and for the period October 1, 1993 (commencement of operations) through
December 31, 1993, for Short-Term World Income Division for the period January
1, 1994 through February 22, 1994 (date of substitution) and the year ended
December 31, 1993 and for Equity Index Division for the period April 1, 1994
(commencement of operations) through December 31, 1994), in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of shares in The Hudson River Trust at
December 31, 1994 with the transfer agent, provide a reasonable basis for the
opinion expressed above.




PRICE WATERHOUSE LLP

New York, NY
February 8, 1995




                                     FSA-15
<PAGE>


INDEPENDENT AUDITORS' REPORT

Equitable Variable Life Insurance Company:

We have audited the statements of operations and changes in net assets for the
year ended December 31, 1992 of the Aggressive Stock, High Yield, Global, Common
Stock, Balanced, Money Market, Conservative Investors, Growth Investors,
Intermediate Government Securities, and Short-Term World Income Divisions of
Separate Account FP of Equitable Variable Life Insurance Company. These
financial statements are the responsibility of Equitable Variable Life Insurance
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the results of operations and the changes in net assets of the
Divisions of Separate Account FP of Equitable Variable Life Insurance Company
for the year ended December 31, 1992 in conformity with generally accepted
accounting principles.




DELOITTE & TOUCHE LLP

New York, New York
February 16, 1993



                                     FSA-16


<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
                                                                                    1994          1993
                                                                                  ---------     ---------
                                                                                       (IN MILLIONS)
<S>                                                                               <C>           <C>      
ASSETS
Investments:
   Fixed maturities:
     Held to maturity, at amortized cost ......................................   $ 2,008.5     $ 2,229.9
     Available for sale, at estimated fair value ..............................     2,138.8       2,402.3
   Policy loans ...............................................................     1,185.2       1,087.3
   Mortgage loans on real estate ..............................................       888.5       1,059.5
   Equity real estate .........................................................       641.0         613.6
   Other equity investments ...................................................       239.1         307.3
   Other invested assets ......................................................       107.8          87.6
                                                                                  ---------     ---------
     Total investments ........................................................     7,208.9       7,787.5
Cash and cash equivalents .....................................................       182.3          98.0
Deferred policy acquisition costs .............................................     2,077.1       1,946.7
Other assets ..................................................................       240.7         214.0
Separate Accounts assets ......................................................     3,345.3       3,048.7
                                                                                  ---------     ---------
TOTAL ASSETS ..................................................................   $13,054.3     $13,094.9
                                                                                  =========     =========

LIABILITIES
Policyholders' account balances ...............................................   $ 7,340.0     $ 7,614.7
Future policy benefits and other policyholders' liabilities ...................       509.4         475.2
Other liabilities .............................................................       441.1         540.7
Separate Accounts liabilities .................................................     3,314.9       3,011.6
                                                                                  ---------     ---------
     Total liabilities ........................................................    11,605.4      11,642.2
                                                                                  ---------     ---------
Commitments and contingencies (Notes 7, 9, 10 and 11)

SHAREHOLDER'S EQUITY
Common stock, par value $1 per share;
   5.0 million shares authorized, 1.5 million shares issued and outstanding....         1.5           1.5
Capital in excess of par value ................................................     1,355.7       1,305.7
Retained earnings .............................................................       165.5         129.5
Net unrealized investment (losses) gains ......................................       (72.6)         22.3
Minimum pension liability .....................................................        (1.2)         (6.3)
                                                                                  ---------     ---------
     Total shareholder's equity ...............................................     1,448.9       1,452.7
                                                                                  ---------     ---------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY ....................................   $13,054.3     $13,094.9
                                                                                  =========     =========
<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>


                                      F-1
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
                                                                             1994         1993        1992
                                                                           --------     --------    -------- 
                                                                                     (IN MILLIONS)
<S>                                                                        <C>          <C>         <C>     
REVENUES
   Universal life and investment-type product policy fee income ........   $  552.6     $  485.2    $  425.0
   Premiums ............................................................       40.1         46.9        50.8
   Net investment income ...............................................      526.8        557.6       574.5
   Investment (losses) gains, net ......................................       (4.6)         1.5       (54.0)
   Other income ........................................................        2.9          3.0         5.5
                                                                           --------     --------    -------- 
     Total revenues ....................................................    1,117.8      1,094.2     1,001.8
                                                                           --------     --------    -------- 

BENEFITS AND OTHER DEDUCTIONS
   Interest credited to policyholders' account balances ................      389.3        439.2       510.6
   Policyholders' benefits .............................................      242.3        251.0       247.5
   Other operating costs and expenses ..................................      413.8        356.7       306.5
                                                                           --------     --------    -------- 
        Total benefits and other deductions ............................    1,045.4      1,046.9     1,064.6
                                                                           --------     --------    -------- 
Earnings (loss) before Federal income taxes and cumulative
   effect of accounting changes ........................................       72.4         47.3       (62.8)
Federal income tax expense (benefit) ...................................       25.0         20.5       (21.6)
                                                                           --------     --------    -------- 
Earnings (loss) before cumulative effect of accounting changes .........       47.4         26.8       (41.2)
Cumulative effect of accounting changes, net of Federal income taxes....      (11.4)         --        (22.4)
                                                                           --------     --------    -------- 
Net Earnings (Loss) ....................................................   $   36.0     $   26.8    $  (63.6)
                                                                           ========     ========    ======== 

<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>


                                      F-2
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
                                                        1994         1993         1992
                                                      --------     --------     --------
                                                                (IN MILLIONS)
<S>                                                   <C>          <C>          <C>     
COMMON STOCK, AT PAR VALUE:
   Beginning and end of year ......................   $    1.5     $    1.5     $    1.5
                                                      --------     --------     --------

CAPITAL IN EXCESS OF PAR VALUE:
   Balance, beginning of year .....................    1,305.7      1,055.7        955.7
   Additional capital in excess of par value ......       50.0        250.0        100.0
                                                      --------     --------     --------
   Balance, end of year ...........................    1,355.7      1,305.7      1,055.7
                                                      --------     --------     --------

RETAINED EARNINGS:
   Balance, beginning of year .....................      129.5        102.7        166.3
   Net earnings (loss) ............................       36.0         26.8        (63.6)
                                                      --------     --------     --------
   Balance, end of year ...........................      165.5        129.5        102.7
                                                      --------     --------     --------

NET UNREALIZED INVESTMENT (LOSSES) GAINS:
   Balance, beginning of year .....................       22.3         11.1          7.7
   Change in unrealized investment (losses) gains..      (94.9)        11.2          3.4
                                                      --------     --------     --------
   Balance, end of year ...........................      (72.6)        22.3         11.1
                                                      --------     --------     --------

MINIMUM PENSION LIABILITY:
   Balance, beginning of year .....................       (6.3)         --
   Change in minimum pension liability ............        5.1         (6.3)
                                                      --------     --------
   Balance, end of year ...........................       (1.2)        (6.3)
                                                      --------     --------
TOTAL SHAREHOLDER'S EQUITY, END OF YEAR ...........   $1,448.9     $1,452.7     $1,171.0
                                                      ========     ========     ========

<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>


                                      F-3
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
                                                                              1994         1993          1992
                                                                           ---------     ---------     ---------
                                                                                       (IN MILLIONS)
<S>                                                                        <C>           <C>           <C>      
NET EARNINGS (LOSS) ....................................................   $    36.0     $    26.8     $   (63.6)

ADJUSTMENTS TO RECONCILE NET EARNINGS (LOSS) TO NET CASH (USED) PROVIDED
   BY OPERATING ACTIVITIES:
   Investment losses (gains), net ......................................         4.6          (1.5)         54.0
   General Account policy charges ......................................      (572.8)       (496.7)       (412.3)
   Interest credited to policyholders' account balances ................       389.3         439.2         510.6
   Other, net ..........................................................       (17.2)        117.2         (95.1)
                                                                           ---------     ---------     ---------
Net cash (used) provided by operating activities .......................      (160.1)         85.0          (6.4)
                                                                           ---------     ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Maturities and repayments ...........................................       511.8       1,165.8         717.7
   Sales ...............................................................     2,119.0       2,844.2       1,533.5
   Return of capital from joint ventures and limited partnerships ......        14.2          56.3          68.3
   Purchases ...........................................................    (2,251.7)     (4,414.0)     (2,584.0)
   Other, net ..........................................................      (102.2)        (98.8)       (103.5)
                                                                           ---------     ---------     ---------
Net cash provided (used) by investing activities .......................       291.1        (446.5)       (368.0)
                                                                           ---------     ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Policyholders' account balances:
     Deposits ..........................................................       602.8         612.9         611.3
     Withdrawals .......................................................      (697.7)       (506.2)       (544.4)
   Capital contribution from Equitable Life ............................        50.0         250.0         100.0
   Other, net ..........................................................        (1.8)          2.0           --
                                                                           ---------     ---------     ---------
Net cash (used) provided by financing activities .......................       (46.7)        358.7         166.9
                                                                           ---------     ---------     ---------
Change in cash and cash equivalents ....................................        84.3          (2.8)       (207.5)
Cash and cash equivalents, beginning of year ...........................        98.0         100.8         308.3
                                                                           ---------     ---------     ---------
Cash and Cash Equivalents, End of Year .................................   $   182.3     $    98.0     $   100.8
                                                                           =========     =========     =========
Supplemental cash flow information:
   Interest Paid .......................................................   $     5.7     $     2.1
                                                                           =========     =========
   Income Taxes Refunded ...............................................   $     8.4     $      .3     $     8.5
                                                                           =========     =========     =========

<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>


                                      F-4
<PAGE>


EQUITABLE VARIABLE LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1. ORGANIZATION

    Equitable  Variable Life Insurance Company  ("Equitable  Variable Life") was
    incorporated  on  September  11, 1972 as a wholly  owned  subsidiary  of The
    Equitable Life Assurance  Society of the United States  ("Equitable  Life").
    Equitable  Variable  Life's  operations  consist  principally of the sale of
    interest-sensitive life insurance and annuity products.

    In accordance with Equitable Life's plan of demutualization,  Equitable Life
    converted  to a stock life  insurance  company on July 22, 1992 and became a
    wholly  owned  subsidiary  of  The  Equitable  Companies  Incorporated  (the
    "Holding Company").

 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Basis of  Presentation  and  Principles of  Consolidation--The  accompanying
    consolidated financial statements include the accounts of Equitable Variable
    Life and its non-insurance  subsidiaries (collectively "EVLICO"). After July
    22,  1992,  EVLICO  commenced  to prepare its general  purpose  consolidated
    financial  statements  in  conformity  with  generally  accepted  accounting
    principles ("GAAP") for stock life insurance companies. Such principles have
    been  applied   retroactively  in  the  preparation  of  these  consolidated
    financial  statements for all periods prior to conversion.  All  significant
    intercompany   transactions   and   balances   have   been   eliminated   in
    consolidation.

    Certain  reclassifications have been made in the amounts presented for prior
    periods to conform these periods with the 1994 presentation.

    Accounting  Changes--In  the fourth quarter of 1994 (effective as of January
    1,  1994),  EVLICO  adopted  Statement  of  Financial  Accounting  Standards
    ("SFAS") No. 112, "Employers' Accounting for Postemployment Benefits," which
    requires  employers to recognize the  obligation  to provide  postemployment
    benefits.  Implementation  of this  statement  resulted  in a charge for the
    cumulative  effect of accounting  change of $11.4 million,  net of a Federal
    income  tax  benefit of $6.2  million.  The  current  year  impact  from the
    implementation  of  this  statement  had no  material  effect  on  the  1994
    consolidated statement of earnings.

    In the first quarter of 1993,  EVLICO adopted SFAS No. 113,  "Accounting and
    Reporting for Reinsurance of Short-Duration  and  Long-Duration  Contracts,"
    which  establishes  the  conditions  for  reinsurance  accounting.  With the
    adoption of this statement,  certain reinsurance contracts were reclassified
    in 1993 and are presented on a gross basis. Implementation of this statement
    had no material effect on EVLICO's consolidated financial statements.

    At December 31, 1993,  EVLICO adopted SFAS No. 115,  "Accounting for Certain
    Investments  in Debt and Equity  Securities,"  which expands the use of fair
    value  accounting for those securities that a company does not have positive
    intent and ability to hold to  maturity.  Implementation  of this  statement
    increased consolidated shareholder's equity by $7.2 million, net of deferred
    policy acquisition costs and deferred Federal income tax.

    In the fourth  quarter of 1992  (effective  as of January 1,  1992),  EVLICO
    adopted  SFAS No.  109,  "Accounting  for Income  Taxes"  and SFAS No.  106,
    "Employers' Accounting for Postretirement Benefits Other Than Pensions." The
    cumulative  effect of accounting  changes of $22.4 million is comprised of a
    credit of $65.0 million  related to the income tax statement and a charge of
    $87.4 million, net of a Federal income tax benefit of $45.0 million, related
    to the postretirement benefit statement.

    In 1992,  effective  in the fourth  quarter,  EVLICO  changed  its method of
    accounting for foreclosed  assets to comply with AICPA Statement of Position
    No. 92-3,  "Accounting  for  Foreclosed  Assets." This change  resulted in a
    charge of $16.1  million which is reflected in  investment  (losses)  gains,
    net.

    New Accounting  Pronouncements--In the first quarter of 1995, EVLICO intends
    to adopt SFAS No. 114,  "Accounting  by Creditors for Impairment of a Loan."
    This  statement  applies to all creditors and addresses the  accounting  for
    impairment of a loan by specifying  how  allowances for credit losses should
    be determined. The statement also applies to all loans that are restructured
    in a troubled  debt  restructuring  involving a  modification  of terms.  It
    requires that impaired  loans that are within the scope of this statement be
    measured based on the present value of expected future cash flows discounted
    at the loan's effective interest rate or, as a practical  expedient,  at the
    loan's  observable  market price or the fair value of the  collateral if the
    loan is collateral  dependent.  EVLICO is currently providing for impairment
    of loans through an allowance for possible losses, and the implementation of
    this statement is not expected to have a significant  effect on the level of
    this allowance.  As a result, there should be no material effect on EVLICO's
    consolidated statements of earnings or shareholder's equity upon adoption.

    Valuation of Investments--Fixed maturities which EVLICO has both the ability
    and the intent to hold to maturity are stated principally at amortized cost.
    For publicly  traded fixed  maturities  and for  directly  negotiated  fixed
    maturities,  the amortized cost is adjusted for  impairments in value deemed
    to be other than temporary.  Fixed  maturities which have been identified as
    available for sale are reported at estimated fair value.


                                      F-5
<PAGE>


    Mortgage loans on real estate are stated at unpaid principal  balances,  net
    of unamortized discounts and valuation allowances.  The valuation allowances
    are based on losses  expected by  management  to be realized on transfers of
    mortgage   loans  to  real  estate   (upon   foreclosure   or   in-substance
    foreclosure),  on the  disposition  or settlement  of mortgage  loans and on
    mortgage loans which management  believes may not be collectible in full. In
    establishing valuation allowances, management considers, among other things,
    the estimated fair value of the underlying collateral.

    Policy loans are stated at unpaid principal balances.

    Real estate,  including  real estate  acquired in  satisfaction  of debt, is
    stated  at  depreciated  cost  less  valuation  allowances.  At the  date of
    foreclosure (including  in-substance  foreclosure),  real estate acquired in
    satisfaction of debt is valued at estimated fair value. Valuation allowances
    on real  estate held for the  production  of income are  computed  using the
    forecasted  cash flows of the  respective  properties  discounted  at a rate
    equal  to  EVLICO's  cost of  funds;  valuation  allowances  on real  estate
    available  for sale are computed  using the lower of estimated  current fair
    value or depreciated cost, net of disposition cost.

    Partnerships  and joint  venture  interests  in which  EVLICO  does not have
    control and a majority economic interest are reported on the equity basis of
    accounting  and are included  with either equity real estate or other equity
    investments, as appropriate.

    Equity securities,  comprised of common and non-redeemable preferred stocks,
    are  carried  at  estimated  fair  value and are  included  in other  equity
    investments.

    Short-term  investments are stated at amortized cost which approximates fair
    value and are included with other invested assets.

    Cash and cash equivalents  include cash on hand,  amounts due from banks and
    highly liquid debt instruments  purchased with an original maturity of three
    months or less.

    All securities are recorded in the  consolidated  financial  statements on a
    trade date basis.

    Investment  Results  and  Unrealized  Investment  Gains   (Losses)--Realized
    investment  gains and losses are determined by specific  identification  and
    are  presented as a component of revenue.  Valuation  allowances  are netted
    against  the  asset  categories  to which  they  apply  and  changes  in the
    valuation allowances are included in investment gains or losses.

    Unrealized  investment  gains and losses on fixed  maturities  available for
    sale and equity  securities  are  accounted  for as a separate  component of
    shareholder's  equity,  net of related  deferred  Federal  income  taxes and
    deferred   policy   acquisition   costs   related  to  universal   life  and
    investment-type products.

    Recognition  of  Insurance  Income  and  Related   Expenses--Premiums   from
    universal  life and  investment-type  contracts  are reported as deposits to
    policyholders'  account  balances.  Revenues from these contracts consist of
    amounts  assessed during the period against policy holders' account balances
    for mortality charges,  policy administration charges and surrender charges.
    Policy  benefits  and claims  that are  charged to expense  include  benefit
    claims  incurred in the period in excess of related  policyholders'  account
    balances.

    Premiums  from  life  and  annuity  policies  with  life  contingencies  are
    recognized  generally as income when due.  Benefits and expenses are matched
    with such income so as to result in the recognition of profits over the life
    of the contracts.  This match is  accomplished by means of the provision for
    liabilities  for future  policy  benefits and the  deferral  and  subsequent
    amortization of policy acquisition costs.

    Deferred  Policy  Acquisition  Costs--The  costs of acquiring  new business,
    principally commissions, underwriting, agency and policy issue expenses, all
    of which  vary  with and are  primarily  related  to the  production  of new
    business,  are deferred.  Deferred policy  acquisition  costs are subject to
    recoverability  testing  at the time of policy  issue  and loss  recognition
    testing at the end of each accounting period.

    For universal life products and  investment-type  products,  deferred policy
    acquisition  costs  are  amortized  over the  expected  average  life of the
    contracts  (periods  ranging  from  15  to  35  years  and  5 to  17  years,
    respectively)  as a constant  percentage of estimated  gross profits arising
    principally  from  investment  results,  mortality  and expense  margins and
    surrender  charges based on historical and  anticipated  future  experience,
    updated at the end of each  accounting  period.  The effects of revisions to
    experience on previous amortization of deferred policy acquisition costs are
    reflected in earnings and change in unrealized  investment gains (losses) in
    the period estimated gross profits are revised.

    Amortization  charged to income amounted to $200.2  million,  $135.5 million
    and $61.8  million for the years ended  December  31,  1994,  1993 and 1992,
    respectively.

    Policyholders'   Account  Balances  and  Future  Policy   Benefits--EVLICO's
    insurance   contracts  are  primarily  universal  life  and  investment-type
    contracts.  Policyholders'  account balances are equal to the policy account
    values. The policy account values represent an accumulation of gross premium
    payments  plus  credited  interest  less expense and  mortality  charges and
    withdrawals.

    The  future  policy  benefit  liabilities  for  the  remainder  of  EVLICO's
    insurance contracts,  consisting  primarily of supplementary  contracts with
    life  contingencies  and  various  policy  riders,  are  computed by various
    valuation  methods  based  on  assumed  interest  rates  and  mortality  and
    morbidity assumptions reflecting EVLICO's experience and industry standards.


                                      F-6
<PAGE>


    Federal Income  Taxes--EVLICO  is included in a consolidated  Federal income
    tax return  with  Equitable  Life and its other  eligible  subsidiaries.  In
    accordance  with an agreement  between EVLICO and Equitable Life, the amount
    of current  income taxes as  determined  on a separate  return basis will be
    paid to, or received from,  Equitable Life.  Benefits for losses,  which are
    paid to EVLICO to the extent they are  utilized by Equitable  Life,  may not
    have been received in the absence of such  agreement.  Effective  January 1,
    1992, deferred income tax assets and liabilities are recognized based on the
    difference between financial statement carrying amounts and income tax bases
    of assets and liabilities using the enacted income tax rates and laws.

    Separate  Accounts--Separate Accounts are established in conformity with the
    New  York  State  Insurance  Law  and  are  generally  not  chargeable  with
    liabilities that arise from any other business of EVLICO.  Separate Accounts
    assets are subject to General Account claims only to the extent the value of
    such assets exceeds the Separate Accounts liabilities.

    Assets and liabilities of the Separate  Accounts,  representing net deposits
    and  accumulated  net investment  earnings less fees, held primarily for the
    benefit  of   contractholders,   are  shown  as  separate  captions  in  the
    consolidated  balance  sheets.  Assets  held in the  Separate  Accounts  are
    carried at quoted market  values or, where quoted values are not  available,
    at estimated fair values as determined by management.

    The  investment  results of  Separate  Accounts  are  reflected  directly in
    Separate Accounts  liabilities.  For the years ended December 31, 1994, 1993
    and 1992,  investment  results of Separate  Accounts  were  $135.9  million,
    $344.1 million and $52.1 million, respectively.

    Deposits to Separate Accounts are reported as increases in Separate Accounts
    liabilities   and  are  not   reported  in   revenues.   Mortality,   policy
    administration  and surrender  charges of the Separate Accounts are included
    in revenues.


                                      F-7
<PAGE>


 3. INVESTMENTS

    The  following  tables  provide  additional  information  relating  to fixed
    maturities and equity securities:


<TABLE>
<CAPTION>
                                                                                              GROSS         GROSS
                                                                            AMORTIZED      UNREALIZED     UNREALIZED      ESTIMATED
                                                                              COST            GAINS         LOSSES        FAIR VALUE
                                                                            --------         -------        ------        ----------
                                                                                                  (IN MILLIONS)
<S>                                                                         <C>              <C>            <C>            <C>     
    December 31, 1994
    -----------------
    Fixed Maturities:
       Held to Maturity:
         Corporate .................................................        $1,812.4         $ 11.9         $ 93.1         $1,731.2
         U.S. Treasury securities and U.S. government
           and agency securities ...................................           180.4            --            21.7            158.7
         States and political subdivisions .........................            14.4            --              .9             13.5
         Foreign governments .......................................             1.3             .1            --               1.4
                                                                            --------         ------         ------         --------
       Total Held to Maturity ......................................        $2,008.5         $ 12.0         $115.7         $1,904.8
                                                                            ========         ======         ======         ========
       Available for Sale:
         Corporate .................................................        $1,622.3         $  5.1         $112.6         $1,514.8
         Mortgage-backed ...........................................           221.9             .5           16.4            206.0
         U.S. Treasury securities and U.S. government and
           agency securities .......................................           365.4            1.4           20.7            346.1
         States and political subdivisions .........................             4.8            --              .6              4.2
         Foreign governments .......................................            14.8             .2            --              15.0
         Redeemable preferred stock ................................            58.0             .1            5.4             52.7
                                                                            --------         ------         ------         --------
       Total Available for Sale ....................................        $2,287.2         $  7.3         $155.7         $2,138.8
                                                                            ========         ======         ======         ========
    Equity Securities:
       Common stock ................................................        $   42.0         $ 10.1         $  9.4         $   42.7
                                                                            ========         ======         ======         ========

    December 31, 1993
    -----------------
    Fixed Maturities:
       Held to Maturity:
         Corporate .................................................        $2,056.2         $108.4         $  8.5         $2,156.1
         Mortgage-backed ...........................................            55.3            2.1            --              57.4
         U.S. Treasury securities and U.S. government and
           agency securities .......................................            22.4            1.5            --              23.9
         States and political subdivisions .........................            85.7            3.3             .1             88.9
         Foreign governments .......................................            10.3            1.2            --              11.5
                                                                            --------         ------         ------         --------
       Total Held to Maturity ......................................        $2,229.9         $116.5         $  8.6         $2,337.8
                                                                            ========         ======         ======         ========
       Available for Sale:
         Corporate .................................................        $1,673.1         $ 55.7         $  7.5         $1,721.3
         Mortgage-backed ...........................................           444.5           14.1             .6            458.0
         U.S. Treasury securities and U.S. government and
           securities agency .......................................            73.4            1.8             .3             74.9
         States and political subdivisions .........................           119.7            4.5             .3            123.9
         Foreign governments .......................................            19.6            1.5             .1             21.0
         Redeemable preferred stock ................................             5.2            --             2.0              3.2
                                                                            --------         ------         ------         --------
       Total Available for Sale ....................................        $2,335.5         $ 77.6         $ 10.8         $2,402.3
                                                                            ========         ======         ======         ========
    Equity Securities:
         Common stock ..............................................        $   40.6         $ 25.9         $   .2         $   66.3
         Non-redeemable preferred stock ............................              .4             .1             .2               .3
                                                                            --------         ------         ------         --------
    Total Equity Securities ........................................        $   41.0         $ 26.0         $   .4         $   66.6
                                                                            ========         ======         ======         ========
</TABLE>

    For publicly traded fixed maturities and equity  securities,  estimated fair
    value is determined using quoted market prices. For fixed maturities without
    a readily  ascertainable  market value,  EVLICO has  determined an estimated
    fair value using a discounted cash flow approach,  including  provisions for
    credit risk,  generally  based upon the assumption that such securities will
    be  held  to  maturity.   Estimated   fair  value  for  equity   securities,
    substantially all of which do not have a readily ascertainable market value,
    has been determined by EVLICO. Such estimated fair values do not necessarily
    represent the values for which these  securities could have been sold at the
    dates of the  consolidated  balance  sheets.  At December 31, 1994 and 1993,
    respectively, securities without a readily ascertainable market value having
    an amortized cost of $1,529.5  million and $1,738.7  million,  respectively,
    had  estimated  fair  values  of  $1,469.5  million  and  $1,835.8  million,
    respectively.


                                      F-8
<PAGE>


    The contractual maturity of bonds at December 31, 1994 are shown below:


<TABLE>
<CAPTION>
                                            HELD TO MATURITY               AVAILABLE FOR SALE
                                        ------------------------        ------------------------
                                        AMORTIZED      ESTIMATED       AMORTIZED       ESTIMATED
                                          COST         FAIR VALUE         COST         FAIR VALUE
                                        ---------      ----------      ---------       ----------
                                                            (IN MILLIONS)
<S>                                     <C>             <C>             <C>             <C>     
    Due in one year or less ........    $   74.9        $   75.3        $  136.2        $  137.3
    Due in years two through five...       756.5           739.0           593.3           579.7
    Due in years six through ten....       795.9           743.9           798.8           724.5
    Due after ten years ............       381.2           346.6           479.0           438.6
    Mortgage-backed securities .....         --              --            221.9           206.0
                                        --------        --------        --------        --------
    Total ..........................    $2,008.5        $1,904.8        $2,229.2        $2,086.1
                                        ========        ========        ========        ========
</TABLE>

    Bonds not due at a single  maturity  date have  been  included  in the above
    table in the year of final  maturity.  Actual  maturities  will  differ from
    contractual  maturities  because  borrowers  may have  the  right to call or
    prepay obligations with or without call or pre-payment penalties.

    Investment valuation allowances and changes thereto are shown below:


<TABLE>
<CAPTION>
                                                              YEARS ENDED DECEMBER 31,
                                                           -----------------------------
                                                            1994        1993       1992
                                                           ------     -------     ------
                                                                   (IN MILLIONS)
<S>                                                        <C>        <C>         <C>   
    Balances, beginning of year ........................   $ 87.3     $ 147.2     $100.7
    Additions charged to income ........................     12.7        44.4       75.0
    Deductions for writedowns and asset dispositions....    (31.5)     (104.3)     (28.5)
                                                           ------     -------     ------
    Balances, End of Year ..............................   $ 68.5     $  87.3     $147.2
                                                           ======     =======     ======

    Balances, end of year comprise:
       Mortgage loans on real estate ...................   $ 24.0     $  46.7     $ 60.2
       Equity real estate ..............................     44.5        40.6       25.1
       Fixed maturities ................................      --          --        61.9
                                                           ------     -------     ------
    Total ..............................................   $ 68.5     $  87.3     $147.2
                                                           ======     =======     ======
</TABLE>

    Deductions for writedowns  and asset  dispositions  for 1993 include a $20.2
    million  writedown of fixed  maturity  investments at December 31, 1993 as a
    result of adopting a new  accounting  statement  for the  valuation of these
    investments  that  requires   specific   writedowns   instead  of  valuation
    allowances.

    At December  31,  1994,  the  carrying  values of  investments  held for the
    production of income which were  non-income  producing for the twelve months
    preceding  the  consolidated  balance sheet date were $12.4 million of fixed
    maturities and $5.4 million of mortgage loans on real estate.

    EVLICO's fixed maturity  investment  portfolio includes corporate high yield
    securities  consisting  of public  high yield  bonds,  redeemable  preferred
    stocks and directly negotiated debt in leveraged buyout transactions. EVLICO
    seeks to minimize the higher than normal credit risks  associated  with such
    securities by monitoring the total investments in any single issuer or total
    investment in a particular  industry group.  Certain of these corporate high
    yield  securities  are  classified  as other  than  investment  grade by the
    various  rating  agencies,  i.e.,  a rating  below Baa or an NAIC  (National
    Association of Insurance  Commissioners)  designation of 3 (medium grade), 4
    or 5 (below  investment  grade) or 6 (in or near  default).  At December 31,
    1994,  approximately  10.6% of the $4,127.1 million aggregate amortized cost
    of bonds held by EVLICO were considered to be other than investment grade.

    During 1993, EVLICO sold $250.0 million of primarily  privately placed below
    investment grade fixed  maturities to EQ Asset Trust 1993, (the "Trust"),  a
    limited purpose business trust, wholly owned by the Holding Company.

    In addition to its holding of corporate high yield securities,  EVLICO is an
    equity investor in limited  partnership  interests which invest primarily in
    securities considered to be other than investment grade.

    EVLICO has  restructured  or modified  the terms of certain  fixed  maturity
    investments. The fixed maturity portfolio, based on amortized cost, includes
    $13.3 million and $23.1 million at December 31, 1994 and 1993, respectively,
    of such  restructured  securities.  These amounts  include fixed  maturities
    which are in default as to principal  and/or  interest  payments,  are to be
    restructured pursuant to commenced  negotiations or where the borrowers went
    into  bankruptcy  subsequent to  acquisition  (collectively,  "problem fixed
    maturities")  of $5.6  million and $12.4  million at  December  31, 1994 and
    1993,  respectively.  Gross interest income that would have been recorded in
    accordance with the original terms of restructured fixed maturities amounted
    to $1.1  million,  $2.2  million and $13.7  million in 1994,  1993 and 1992,
    respectively.  Gross interest income on these fixed  maturities  included in
    net  investment  income  aggregated  $1.0  million,  $1.5  million and $11.3
    million in 1994, 1993 and 1992, respectively.


                                      F-9
<PAGE>


    At December 31, 1994 and 1993,  mortgage loans on real estate with scheduled
    payments 60 days (90 days for agricultural mortgages) or more past due or in
    foreclosure  (collectively,  "problem mortgage loans on real estate") had an
    amortized  cost of  $35.2  million  (3.9% of  total  mortgage  loans on real
    estate) and $108.6  million (9.8% of total  mortgage  loans on real estate),
    respectively.

    The payment terms of mortgage  loans on real estate may from time to time be
    restructured or modified.  The investment in restructured  mortgage loans on
    real estate,  based on amortized cost, amounted to $130.8 million and $147.9
    million at December 31, 1994 and 1993,  respectively.  These amounts include
    $0.0 million and $19.8 million of problem  mortgage  loans on real estate at
    December  31,  1994  and  1993,  respectively.   Gross  interest  income  on
    restructured  mortgage loans on real estate that would have been recorded in
    accordance  with the original terms of such loans amounted to $12.3 million,
    $13.9 million and $14.1 million in 1994, 1993 and 1992, respectively.  Gross
    interest income on these loans included in net investment  income aggregated
    $11.4  million,  $11.5  million  and $12.3  million in 1994,  1993 and 1992,
    respectively.

    EVLICO's  investment in equity real estate is through  direct  ownership and
    through investments in real estate joint ventures.  At December 31, 1994 and
    1993, the carrying  value of equity real estate  available for sale amounted
    to $138.4 million and $92.2 million,  respectively. At December 31, 1994 and
    1993, EVLICO owned $230.5 million and $190.9 million,  respectively, of real
    estate acquired in satisfaction of debt.

    Depreciation on real estate is computed using the straight-line  method over
    the estimated useful lives of the properties,  which generally range from 40
    to 50 years.  Accumulated  depreciation on real estate was $51.1 million and
    $39.1  million at  December  31, 1994 and 1993,  respectively.  Depreciation
    expense on real estate totaled $12.7 million, $11.6 million and $5.9 million
    for the years ended December 31, 1994, 1993 and 1992, respectively.

 4. JOINT VENTURES AND PARTNERSHIPS

    Summarized combined financial  information of real estate joint ventures (12
    and 14 individual  ventures as of December 31, 1994 and 1993,  respectively)
    and of other limited  partnership  interests  accounted for under the equity
    method, in which EVLICO has an investment of $10.0 million or greater and an
    equity interest of 10% or greater is as follows:


<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                                          ----------------------
                                                                                            1994          1993
                                                                                          --------      --------
                                                                                               (IN MILLIONS)
<S>                                                                                       <C>           <C>     
    FINANCIAL POSITION
    Investments in real estate, at depreciated cost .................................     $1,047.0      $1,034.6
    Investments in securities, generally at estimated fair value ....................      3,061.2       3,623.6
    Cash and cash equivalents .......................................................         46.4          98.1
    Other assets ....................................................................        261.9         486.4
                                                                                          --------      --------
    Total assets ....................................................................      4,416.5       5,242.7
                                                                                          --------      --------
    Funds borrowed -- third party ...................................................      1,233.6       1,254.6
    Other liabilities ...............................................................        611.0         674.8
                                                                                          --------      --------
    Total liabilities ...............................................................      1,844.6       1,929.4
                                                                                          --------      --------
    Partners' Capital ...............................................................     $2,571.9      $3,313.3
                                                                                          ========      ========
    Equity in partners' capital included above ......................................     $  327.3      $  375.4
    Equity in limited partnership interests not included above ......................         50.4          57.6
    Excess of equity in partners' capital over investment cost and equity earnings...          3.7           --
    Negative equity in certain joint ventures presented as other liabilities ........          --             .8
                                                                                          --------      --------
    Carrying Value ..................................................................     $  381.4      $  433.8
                                                                                          ========      ========
</TABLE>


<TABLE>
<CAPTION>
                                                                                            YEARS ENDED DECEMBER 31,
                                                                                      -----------------------------------
                                                                                       1994          1993           1992
                                                                                      -------       -------       -------
                                                                                                (IN MILLIONS)
<S>                                                                                   <C>           <C>           <C>   
    STATEMENTS OF EARNINGS
    Revenues of real estate joint ventures ......................................     $ 180.1       $ 136.6       $ 183.1
    Revenues of other limited partnership interests .............................       102.5         318.9         150.3
    Interest expense -- third party .............................................       (88.1)        (79.7)        (12.1)
    Other expenses ..............................................................      (172.4)       (132.7)       (156.1)
                                                                                      -------       -------       -------
    Net Earnings ................................................................     $  22.1       $ 243.1       $ 165.2
                                                                                      =======       =======       =======
    Equity in net earnings included above .......................................     $  11.7       $  34.0       $  26.1
    Equity in net earnings of limited partnership interests not included above...         6.3          12.0          15.8
    Excess of earnings in joint ventures over equity ownership percentage and
       amortization of differences in bases .....................................        (1.1)          (.1)          (.1)
                                                                                      -------       -------       -------
    Total Equity in Net Earnings ................................................     $  16.9       $  45.9       $  41.8
                                                                                      =======       =======       =======
</TABLE>


                                      F-10
<PAGE>


 5. NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

    The sources of net investment income are summarized as follows:

<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                 ----------------------------------
                                                  1994          1993          1992
                                                 ------        ------        ------
                                                            (IN MILLIONS)
<S>                                              <C>           <C>           <C>   
    Fixed maturities .....................       $331.4        $319.9        $310.1
    Mortgage loans on real estate ........         86.7         105.7         132.5
    Equity real estate ...................         67.0          69.8          23.0
    Policy loans .........................         79.5          76.1          70.9
    Other equity investments .............         13.4          38.5          32.8
    Other investment income ..............         24.5          17.0          36.9
                                                 ------        ------        ------
    Gross investment income ..............        602.5         627.0         606.2
    Investment expenses ..................         75.7          69.4          31.7
                                                 ------        ------        ------
    Net Investment Income ................       $526.8        $557.6        $574.5
                                                 ======        ======        ======
</TABLE>


    Investment  (losses) gains, net, including changes in valuation  allowances,
    are summarized as follows:


<TABLE>
<CAPTION>
                                                  1994           1993           1992
                                                 ------         ------         ------ 
                                                            (IN MILLIONS)
<S>                                              <C>            <C>            <C>  
    Fixed maturities .....................       $ (6.8)        $ 45.1         $  2.6
    Mortgage loans on real estate ........        (13.3)         (32.0)         (38.8)
    Equity real estate ...................         (5.3)         (13.4)         (21.0)
    Other equity investments .............         20.8            1.8            3.2
                                                 ------         ------         ------ 
    Investment (Losses) Gains, Net .......       $ (4.6)        $  1.5         $(54.0)
                                                 ======         ======         ====== 
</TABLE>


    Gross gains of $42.6  million,  $66.2  million  and $34.3  million and gross
    losses of $41.2  million,  $66.5  million and $31.3 million were realized on
    sales of  investments  in fixed  maturities for the years ended December 31,
    1994,  1993  and  1992,  respectively.  In  addition,  writedowns  of  fixed
    maturities  amounted to $8.2 million,  $1.4 million and $5.6 million for the
    years ended December 31, 1994, 1993 and 1992, respectively.

    For the year ended  December 31, 1994,  proceeds  received on sales of fixed
    maturities  classified as available  for sale amounted to $2,065.1  million.
    Gross gains of $21.2 million and gross losses of $28.1 million were realized
    on these sales.  The increase in  unrealized  investment  losses  related to
    fixed  maturities  classified  as  available  for sale  for the  year  ended
    December 31, 1994 amounted to $215.2 million.

    During the year ended December 31, 1994, one security  classified as held to
    maturity was sold and two securities so classified  were  transferred to the
    available  for sale  portfolio.  These  actions  were taken as a result of a
    significant  deterioration  in  creditworthiness.  The amortized cost of the
    security sold was $9.9 million with a related investment gain of $.4 million
    recognized;  the aggregate amortized cost of the securities  transferred was
    $13.2  million  with  gross  unrealized  investment  losses of $4.0  million
    charged to consolidated shareholder's equity.


                                      F-11
<PAGE>


    The  unrealized  investment  (losses)  gains,  included in the  consolidated
    balance  sheets  as  a  component  of  equity,   and  the  changes  for  the
    corresponding years are summarized as follows:

<TABLE>
<CAPTION>
                                                                                YEARS ENDED DECEMBER 31,
                                                                            --------------------------------
                                                                              1994         1993         1992
                                                                            -------       ------       -----
                                                                                     (IN MILLIONS)
    <S>                                                                     <C>           <C>          <C>  
    Balance, beginning of year ........................................     $  22.3       $ 11.1       $ 7.7
    Changes in unrealized investment (losses) gains ...................      (241.8)         3.4         5.1
    Effect of adopting SFAS No. 115 ...................................        --           72.2         --
    Changes in unrealized investment (gains) losses attributable to:
       Deferred policy acquisition costs ..............................        95.8        (58.2)        --
       Deferred Federal income taxes ..................................        51.1         (6.2)       (1.7)
                                                                            -------       ------       -----
    Balance, End of Year ..............................................     $ (72.6)      $ 22.3       $11.1
                                                                            =======       ======       =====
    Balance, end of year comprises:
       Unrealized investment (losses) gains on:
         Fixed maturities .............................................     $(148.4)      $ 66.8       $(3.5)
         Other equity investments .....................................          .7         25.6        20.3
         Other ........................................................        (1.7)          --          --
                                                                            -------       ------       -----
       Total ..........................................................      (149.4)        92.4        16.8
       Amounts of unrealized investment (gains) losses attributable to:
         Deferred policy acquisition costs ............................        37.6        (58.2)        --
         Deferred Federal income taxes ................................        39.2        (11.9)       (5.7)
                                                                            -------       ------       -----
    Total .............................................................     $ (72.6)      $ 22.3       $11.1
                                                                            =======       ======       =====
</TABLE>


 6. FEDERAL INCOME TAXES

    A summary of the Federal  income tax expense  (benefit) in the  consolidated
    statements of earnings is shown below:

                                               1994        1993        1992
                                              ------      ------      ------ 
                                                      (IN MILLIONS)
    Federal income tax expense (benefit):
       Current ..........................     $ (1.4)     $ (3.4)     $(11.3)
       Deferred .........................       26.4        23.9       (10.3)
                                              ------      ------      ------ 
    Total ...............................     $(25.0)     $(20.5)     $(21.6)
                                              ======      ======      ====== 


    The  Federal  income  taxes  attributable  to  consolidated  operations  are
    different  from the amounts  determined by multiplying  the earnings  (loss)
    from operations  before Federal income taxes by the expected  Federal income
    tax rate (35% for 1994 and 1993 and 34% for 1992).

    The sources of the difference and the tax effects of each are as follows:


<TABLE>
<CAPTION>
                                                           1994        1993        1992
                                                          -----       -----       ------ 
                                                                  (IN MILLIONS)
<S>                                                       <C>         <C>         <C>    
    Expected Federal income tax expense (benefit)....     $25.3       $16.6       $(21.4)
    Tax rate adjustment .............................       --          4.0         --
    Other ...........................................       (.3)        (.1)         (.2)
                                                          -----       -----       ------ 
    Federal Income Tax Expense (Benefit) ............     $25.0       $20.5       $(21.6)
                                                          =====       =====       ====== 
</TABLE>


    The components of the net deferred income tax liability are as follows:

<TABLE>
<CAPTION>
                                                                                     DECEMBER 31, 1994        DECEMBER 31, 1993
                                                                                  -----------------------   ---------------------
                                                                                  ASSETS     LIABILITIES    ASSETS    LIABILITIES
                                                                                  ------     -----------    ------    -----------
                                                                                                   (IN MILLIONS)
<S>                                                                                <C>          <C>          <C>         <C>   
    Deferred policy acquisition costs, reserves and reinsurance................    $   --       $250.6       $  --       $262.0
    Investments................................................................      38.4           --        13.4           --
    Compensation and related benefits..........................................      52.2           --        48.8           --
    Other......................................................................      25.6           --        37.3           --
                                                                                   ------       ------       -----       ------
    Total......................................................................    $116.2       $250.6       $99.5       $262.0
                                                                                   ======       ======       =====       ======
</TABLE>


                                      F-12
<PAGE>


    The  deferred  Federal  income tax expense  (benefit)  impacting  operations
    reflect the net tax effects of  temporary  differences  between the carrying
    amounts of assets and liabilities for financial  reporting  purposes and the
    amounts  used for  income  tax  purposes.  The  sources  of these  temporary
    differences and the tax effects of each are as follows:


<TABLE>
<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                                       ------------------------------- 
                                                                        1994        1993         1992
                                                                       ------       -----       ------ 
                                                                                (IN MILLIONS)
<S>                                                                    <C>          <C>         <C>  
    Deferred policy acquisition costs, reserves and reinsurance....    $(11.4)      $(6.8)      $  1.8
    Investments ...................................................      26.1        11.4        (18.6)
    Compensation and related benefits .............................      (2.8)        1.9         --
    Other .........................................................      14.5        17.4          6.5
                                                                       ------       -----       ------ 
    Deferred Federal Income Tax Expense (Benefit) .................    $ 26.4       $23.9       $(10.3)
                                                                       ======       =====       ====== 
</TABLE>


    At December 31, 1994,  EVLICO had net operating loss  carryforwards  for tax
    purposes  approximating  $62.7  million  which expire in 2002 through  2007.
    These loss  carryforwards  are  available  to offset  future tax payments to
    Equitable Life under the tax sharing agreement.

 7. REINSURANCE AGREEMENTS

    EVLICO cedes reinsurance to other insurance companies.  EVLICO evaluates the
    financial   condition  of  its   reinsurers  to  minimize  its  exposure  to
    significant losses from reinsurer insolvencies. The effect of reinsurance is
    summarized as follows:


<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                            ------------------------
                                                                               1994        1993
                                                                               -----       -----
                                                                                 (IN MILLIONS)
<S>                                                                            <C>         <C>  
    Direct premiums ......................................................     $40.2       $47.0
    Reinsurance ceded ....................................................       (.1)        (.1)
                                                                               -----       -----
    Premiums .............................................................     $40.1       $46.9
                                                                               =====       =====
    Universal Life and Investment-type Product Policy Fee Income Ceded....     $24.9       $26.0
                                                                               =====       =====
    Policyholders' Benefits Ceded ........................................     $ 8.3       $14.5
                                                                               =====       =====
</TABLE>


    EVLICO  reinsures  mortality  risks in excess of $5.0  million on any single
    life.  EVLICO  also  reinsures  the  entire  risk  on  certain   substandard
    underwriting risks as well as in certain other cases.

 8. RELATED PARTY TRANSACTIONS

    Under a cost sharing agreement, EVLICO reimburses Equitable Life for its use
    of  Equitable  Life's  personnel,  property and  facilities  in carrying out
    certain of its operations.  Reimbursement for intercompany services is based
    on the allocated  cost of the services  provided.  The incurred  balances of
    these intercompany transactions, which are included in other operating costs
    and expenses are as follows:


                                                   YEARS ENDED DECEMBER 31,
                                             ----------------------------------
                                              1994          1993          1992
                                             ------        ------        ------
                                                       (IN MILLIONS)
    Personnel and facilities ..........      $257.9        $252.7        $273.7
    Agent commissions and fees ........       122.6         103.0         101.2


    These cost  allocations  include various  employee  related  obligations for
    pensions and postretirement  benefits. At December 31, 1994, EVLICO recorded
    as  a  reduction  of  shareholder's  equity  its  allocated  portion  of  an
    additional minimum pension liability of $1.2 million, net of related Federal
    income taxes,  representing the excess of the accumulated benefit obligation
    over the fair value of plan assets and accrued pension liability.

    During 1994, 1993 and 1992,  Equitable Life restructured  certain operations
    in connection with cost reduction  programs.  EVLICO recorded  provisions of
    $6.9  million,  $17.3  million  and $9.5  million  in 1994,  1993 and  1992,
    respectively,  relating  primarily to allocated  lease  obligations  (net of
    sub-lease rentals) and severance liabilities.

    EVLICO  incurred  investment  advisory and asset  management fee expenses of
    $19.2 million,  $16.0 million and $15.6 million during 1994,  1993 and 1992,
    respectively.

    EVLICO and Equitable Life have an agreement  whereby certain  Equitable Life
    policyholders may purchase EVLICO's policies without presenting  evidence of
    insurability.  Under the agreement,  Equitable Life pays EVLICO a conversion
    charge for the extra  mortality risk associated with issuing these policies.
    EVLICO received  payments of $3.2 million,  $3.1 million and $3.9 million in
    1994, 1993 and 1992, respectively, which were reported as other income.


                                      F-13
<PAGE>


    On August 31, 1993, EVLICO sold $250.0 million of primarily privately placed
    below investment grade fixed maturities to the Trust. EVLICO realized a $1.1
    million gain, net of related deferred policy  acquisition costs and deferred
    Federal income taxes. In conjunction with this transaction,  EVLICO received
    $75.4  million  of Class B notes  issued  by the  Trust.  These  notes  have
    interest rates ranging from 6.85% to 9.45%. The Class B notes are classified
    as other invested assets on the consolidated balance sheets.

    Net amounts payable to Equitable Life were $226.7 million and $195.4 million
    at December 31, 1994 and 1993, respectively.

 9. DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

    Derivatives--EVLICO  primarily uses  derivatives  for  asset/liability  risk
    management and for hedging  individual  securities.  Derivatives  mainly are
    utilized  to  reduce  EVLICO's  exposure  to  interest  rate   fluctuations.
    Accounting for interest swap transactions is on an accrual basis.  Gains and
    losses related to hedge  transactions are amortized as yield adjustments for
    the  remaining  life of the  underlying  hedged  item.  Income  and  expense
    resulting from derivative activities are reflected in net investment income.
    The notional amount of matched  interest rate swaps  outstanding at December
    31, 1994 was $704.7  million.  The average  unexpired  terms at December 31,
    1994 is 3.0 years. At December 31, 1994, the cost of terminating outstanding
    matched swaps in a loss position was $34.2 million and the  unrealized  gain
    on outstanding matched swaps in a gain position was $4.9 million. EVLICO has
    no intention of terminating these contracts prior to maturity.

    Fair Value of Financial Instruments--EVLICO defines fair value as the quoted
    market prices for those  instruments  that are actively  traded in financial
    markets. In cases where quoted market prices are not available,  fair values
    are estimated  using present value or other valuation  techniques.  The fair
    value  estimates  are made at a specific  point in time,  based on available
    market information and judgments about the financial  instrument,  including
    estimates  of timing,  amount of  expected  future cash flows and the credit
    standing of  counterparties.  Such  estimates  do not reflect any premium or
    discount  that could  result  from  offering  for sale at one time  EVLICO's
    entire holdings of a particular financial  instrument,  nor do they consider
    the tax impact of the  realization  of unrealized  gains or losses.  In many
    cases,  the fair value estimates  cannot be  substantiated  by comparison to
    independent  markets,  nor can the disclosed  value be realized in immediate
    settlement of the instrument.

    Certain   financial   instruments  are  excluded,   particularly   insurance
    liabilities other than financial guarantees and investment  contracts.  Fair
    market value of  off-balance-sheet  financial  instruments of EVLICO was not
    material at December 31, 1994 and 1993.

    Fair value for mortgage  loans on real estate is  estimated  by  discounting
    future  contractual  cash flows  using  interest  rates at which  loans with
    similar  characteristics  and credit quality would be made.  Fair values for
    foreclosed  mortgage  loans and  problem  mortgage  loans are limited to the
    estimated fair value of the underlying collateral if lower.

    The estimated fair values for single premium deferred annuities ("SPDA") are
    estimated using projected cash flows  discounted at current  offering rates.
    The estimated  fair values for  supplementary  contracts not involving  life
    contingencies  ("SCNILC") and annuities certain are derived using discounted
    cash flows based upon the estimated current offering rate.

    The following  table  discloses  carrying value and estimated fair value for
    financial instruments not otherwise disclosed in Note 3:


<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                             --------------------------------------------------
                                                      1994                        1993
                                             ----------------------      ----------------------
                                             CARRYING      ESTIMATED     CARRYING      ESTIMATED
                                               VALUE      FAIR VALUE       VALUE      FAIR VALUE
                                             --------      --------      --------      --------
                                                               (IN MILLIONS)
    Consolidated Financial Instruments:
    ----------------------------------
<S>                                          <C>           <C>           <C>           <C>     
    Mortgage loans on real estate ......     $  888.5      $  865.3      $1,059.5      $1,101.7
    Other joint ventures ...............        196.4         196.4         240.7         240.7
    Policy loans .......................      1,185.2       1,138.7       1,087.3       1,155.3
    Policyholders' account balances:
       SPDA ............................      1,744.3       1,732.7       2,129.5       2,143.0
       Annuity certain and SCNILC ......        159.0         151.3         157.4         160.6
</TABLE>


10. COMMITMENTS AND CONTINGENT LIABILITIES

    EVLICO is the obligor under certain structured  settlement  agreements which
    it has entered into with unaffiliated insurance companies and beneficiaries.
    To satisfy its  obligations  under these  agreements,  EVLICO has  purchased
    single premium annuities from Equitable Life and directed  Equitable Life to
    make payments directly to the beneficiaries.  A contingent  liability exists
    with respect to these agreements should Equitable Life be unable to meet its
    obligations.  Management  believes the need to satisfy such  obligations  is
    remote.

    EVLICO had  outstanding  commitments  of $1.3  million at December  31, 1994
    under existing loan or loan commitment agreements.


                                      F-14
<PAGE>


11. LITIGATION

    EVLICO  is  a  defendant  in  connection  with  various  legal  actions  and
    proceedings of a character  normally  incident to its business.  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 litigation cannot be
    predicted with  certainty,  management  believes,  after  consultation  with
    counsel  responsible  for  such  litigation,  that the  resolution  of these
    actions and proceedings will not result in losses that would have a material
    effect on the consolidated financial statements.

12. STATUTORY FINANCIAL INFORMATION

    EVLICO is  restricted as to the amounts it may pay as dividends to Equitable
    Life.  Under the New York  Insurance  Law, the New York  Superintendent  has
    broad  discretion to determine  whether the  financial  condition of a stock
    life  insurance  company  would  support  the  payment of  dividends  to its
    shareholders.  The New York Insurance  Department has  established  informal
    guidelines for the  Superintendent's  determinations which focus upon, among
    other  things,  the overall  financial  condition and  profitability  of the
    insurer under statutory accounting  practices.  For the years ended December
    31, 1994,  1993 and 1992,  statutory  earnings (loss) totaled $27.3 million,
    $(88.4) million and $(32.7) million,  respectively.  No amounts are expected
    to be available for dividends from EVLICO to Equitable Life in 1995.

    At December 31, 1994,  EVLICO,  in accordance  with various  government  and
    state  regulations,  had $3.4  million  of  securities  deposited  with such
    government or state agencies.

    Accounting  practices  used to prepare  statutory  financial  statements for
    regulatory  filings  of stock  life  insurance  companies  differ in certain
    instances  from  GAAP.  The  following  reconciles  EVLICO's  net  change in
    statutory  surplus and capital stock and statutory surplus and capital stock
    determined in accordance  with  accounting  practices  prescribed by the New
    York Insurance  Department with net earnings (loss) and shareholder's equity
    on a GAAP basis.


<TABLE>
<CAPTION>
                                                                                                YEARS ENDED DECEMBER 31,
                                                                                        --------------------------------------
                                                                                          1994           1993           1992
                                                                                        --------       --------       --------
                                                                                                    (IN MILLIONS)
<S>                                                                                     <C>            <C>            <C>     
    Net change in statutory surplus and capital stock .............................     $   64.8       $  184.4       $   39.7
    Change in asset valuation reserves ............................................         18.5           26.0           10.6
                                                                                        --------       --------       --------
    Net change in statutory surplus, capital stock and asset valuation reserves....         83.3          210.4           50.3
    Adjustments:
       Future policy benefits and policyholders' account balances .................        (13.5)         (22.5)         (46.2)
       Initial fee liability ......................................................        (20.3)         (11.6)         (13.3)
       Deferred policy acquisition costs ..........................................         34.7           62.2          131.5
       Deferred Federal income taxes ..............................................        (20.2)         (23.9)         120.3
       Valuation of investments ...................................................         27.4           33.8          (27.8)
       Limited risk reinsurance ...................................................           .1           (5.4)         (41.7)
       Contribution from Equitable Life ...........................................        (50.0)        (250.0)        (100.0)
       Other, net .................................................................         (5.5)          33.8         (136.7)
                                                                                        --------       --------       --------
    Net Earnings (Loss) ...........................................................     $   36.0       $   26.8        $ (63.6)
                                                                                        ========       ========       ========
    Statutory surplus and capital stock ...........................................     $  777.6       $  712.7       $  528.3
    Asset valuation reserves ......................................................         88.3           69.8           43.8
                                                                                        --------       --------       --------
    Statutory surplus, capital stock and asset valuation reserves .................        865.9          782.5          572.1
    Adjustments:
       Future policy benefits and policyholders' account balances .................       (354.5)        (341.1)        (318.6)
       Initial fee liability ......................................................       (200.5)        (180.3)        (168.7)
       Deferred policy acquisition costs ..........................................      2,077.1        1,946.7        1,942.7
       Deferred Federal income taxes ..............................................       (134.4)        (159.5)        (136.0)
       Valuation of investments ...................................................       (156.5)          57.4         (105.3)
       Limited risk reinsurance ...................................................       (378.6)        (378.7)        (373.3)
       Post retirement and other pension liabilities ..............................       (105.8)        (122.7)        (132.4)
       Other, net .................................................................       (163.8)        (151.6)        (109.5)
                                                                                        --------       --------       --------
    Shareholder's Equity ..........................................................     $1,448.9       $1,452.7       $1,171.0
                                                                                        ========       ========       ========
</TABLE>


13. SUPPLEMENTAL CASH FLOW INFORMATION

    For the years ended  December 31, 1994,  1993 and 1992,  respectively,  real
    estate of $59.0  million,  $92.1  million and $17.5  million was acquired in
    satisfaction of debt.


                                      F-15
<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Equitable Variable Life Insurance
Company

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, of shareholder's equity and of cash flows
present fairly, in all material respects, the financial position of Equitable
Variable Life Insurance Company and its subsidiaries ("EVLICO") at December 31,
1994 and 1993, and the results of their operations and their cash flows for the
years then ended in conformity with generally accepted accounting principles.
These financial statements are the responsibility of EVLICO's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

As discussed in Note 2 to the consolidated financial statements, EVLICO changed
its methods of accounting for postemployment benefits in 1994 and for investment
securities and for reinsurance in 1993.






PRICE WATERHOUSE LLP
New York, New York
February 8, 1995


                                      F-16
<PAGE>


INDEPENDENT AUDITORS' REPORT

The Board of Directors of Equitable Variable Life Insurance Company:

We have audited the consolidated statements of earnings, shareholder's equity
and cash flows of Equitable Variable Life Insurance Company ("EVLICO") for the
year ended December 31, 1992. These consolidated financial statements are the
responsibility of EVLICO's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated results of operations and consolidated cash
flows of Equitable Variable Life Insurance Company for the year ended December
31, 1992 in conformity with generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, in 1992 EVLICO
changed its method of accounting for foreclosed assets, income taxes and
postretirement benefits other than pensions.






DELOITTE & TOUCHE LLP
New York, New York
February 16, 1993


                                      F-17


<PAGE>


COMMUNICATING PERFORMANCE DATA

In reports or other  communications to policyowners or in advertising  material,
we may describe  general economic and market  conditions  affecting the Separate
Account and the Trust and may compare the performance or ranking of the Separate
Account  Funds and Trust  portfolios  with (1) that of other  insurance  company
separate  accounts or mutual funds  included in the rankings  prepared by Lipper
Analytical Services, Inc., Morningstar, Inc. or similar investment services that
monitor the performance of insurance  company separate accounts or mutual funds,
(2) other  appropriate  indices of investment  securities  and averages for peer
universes  of funds,  or (3) data  developed  by us derived from such indices or
averages.  Advertisements  or  other  communications  furnished  to  present  or
prospective policyowners may also include evaluations of a Separate Account Fund
or Trust portfolio by financial publications that are nationally recognized such
as Barron's,  Morningstar's  Variable  Annuities / Life,  Business Week, Forbes,
Fortune,  Institutional Investor, Money, Kiplinger's Personal Finance, Financial
Planning,  Investment Adviser,  Investment  Management Weekly,  Money Management
Letter, Investment Dealers Digest, National Underwriter,  Pension & Investments,
USA Today,  Investor's  Daily, The New York Times, The Wall Street Journal,  the
Los Angeles Times and the Chicago Tribune.

Performance data for peer universes of funds with similar investment  objectives
are compiled by Lipper Analytical Services, Inc. (Lipper) in its Lipper Variable
Insurance Products Performance Analysis Service (Lipper Survey) and Morningstar,
Inc. in the Morningstar Variable Annuity / Life Report (Morningstar Report).

The Lipper Survey records  performance  data as reported to it by over 800 funds
underlying  variable  annuity and life  insurance  products.  The Lipper  Survey
divides these actively managed funds into 25 categories by portfolio objectives.
The Lipper Survey contains two different universes, which differ in terms of the
types of fees reflected in performance  data.  The "Separate  Account"  universe
reports  performance data net of investment  management  fees,  direct operating
expenses and asset-based charges applicable under variable insurance and annuity
contracts. The "Mutual Fund" universe reports performance net only of investment
management  fees  and  direct  operating   expenses,   and  therefore   reflects
asset-based charges that relate only to the underlying mutual fund.

The  Morningstar  Report consists of nearly 700 variable life and annuity funds,
all of  which  report  their  data net of  investment  management  fees,  direct
operating expenses and separate account level charges.

LONG-TERM MARKET TRENDS

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following chart presents historical return trends
for various types of securities.  The information presented,  while not directly
related to the  performance  of the Funds of the  Separate  Account or the Trust
portfolios,  may help to  provide a  perspective  on the  potential  returns  of
different  asset  classes over  different  periods of time.  By  combining  this
information  with your knowledge of your own financial needs, you may be able to
better determine how you wish to allocate your Incentive Life Plus premiums.

Historically, the investment performance of common stocks over the long term has
generally been superior to that of long or short-term debt securities,  although
common  stocks have been  subject to more  dramatic  changes in value over short
periods of time. The Common Stock Fund of the Separate  Account may,  therefore,
be a desirable  selection for policyowners who are willing to accept such risks.
Policyowners who have a need to limit short-term risk, may find it preferable to
allocate a smaller  percentage  of their net premiums to those funds that invest
primarily in common stock. Any investment in securities, whether equity or debt,
involves  varying  degrees of potential  risk,  in addition to offering  varying
degrees of potential reward.

The chart on page A-2  illustrates  the average annual  compound rates of return
over selected time periods  between  December 31, 1925 and December 31, 1994 for
common  stocks,   long-term   government  bonds,   long-term   corporate  bonds,
intermediate-term  government bonds and Treasury Bills. The Consumer Price Index
is shown as a measure of inflation for comparison  purposes.  The average annual
returns assume the reinvestment of dividends, capital gains and interest.

The  information  presented  is an  historical  record  of  unmanaged  groups of
securities  and is neither an estimate  nor a guarantee  of future  results.  In
addition,  investment management fees and expenses and charges associated with a
variable life insurance policy, are not reflected.

The rates of return illustrated do not represent returns of the Separate Account
or the Trust and do not constitute a representation  that the performance of the
Separate  Account  funds or the Trust  portfolios  will  correspond  to rates of
return such as those illustrated in the chart. For a comparative illustration of
performance  results  of The Hudson  River  Trust,  see page A-1 of the  Trust's
prospectus.


                                      A-1


<PAGE>


                         AVERAGE ANNUAL RATES OF RETURN


<TABLE>
<CAPTION>
                                                 LONG-TERM        LONG-TERM     INTERMEDIATE-                   CONSUMER
                                  COMMON         GOVERNMENT       CORPORATE         TERM          TREASURY        PRICE
                                  STOCKS           BONDS            BONDS           BONDS          BILLS          INDEX
                                  ------           -----            -----           -----          -----          -----
FOR THE
FOLLOWING
PERIODS ENDING
12/31/94:
--------
<S>                                <C>             <C>              <C>             <C>             <C>            <C> 
 1 year..................           1.31           -7.77            -5.76           -5.14           3.90           2.78
 3 years.................           6.26            5.62             5.28            4.19           3.43           2.81
 5 years.................           8.69            8.34             8.36            7.46           4.73           3.51
10 years.................          14.40           11.86            11.57            9.40           5.76           3.59
20 years.................          14.58            9.42            10.00            9.25           7.29           5.45
30 years.................           9.95            6.96             7.31            7.84           6.66           5.36
40 years.................          10.66            5.62             6.14            6.58           5.63           4.40
50 years.................          11.92            4.99             5.34            5.59           4.69           4.35
60 years.................          11.48            4.81             5.21            5.19           3.92           4.10
Since 1926...............          10.19            4.83             5.41            5.09           3.69           3.13
Inflation Adjusted
Since 1926...............           6.85            1.65             2.22            1.91           0.55            --
-------------------------

<FN>
*Source:  Ibbotson,  Roger G. and Rex A. Sinquefield,  STOCKS, BONDS, BILLS, AND
 INFLATION (SBBI),  1982,  updated in STOCKS,  BONDS,  BILLS, AND INFLATION 1995
 YEARBOOK(TM), Ibbotson Associates, Inc., Chicago. All rights reserved.

 Common Stocks (S&P  500)--Standard  and Poor's  Composite  Index,  an unmanaged
 weighted  index of the stock  performance  of 500  industrial,  transportation,
 utility and financial companies.

 Long-term  Government  Bonds--Measured  using a one-bond portfolio  constructed
 each year  containing a bond with  approximately  a twenty year  maturity and a
 reasonably current coupon.

 Long-term Corporate Bonds--For the period 1969-1994, represented by the Salomon
 Brothers Long-Term,  High-Grade Corporate Bond Index; for the period 1946-1968,
 the Salomon Brothers' Index was backdated using Salomon Brothers' monthly yield
 data and a methodology  similar to that used by Salomon for 1969-1994;  for the
 period  1926-1945,   the  Standard  and  Poor's  monthly  High-Grade  Corporate
 Composite  yield data were used,  assuming a 4 percent coupon and a twenty year
 maturity.

 Intermediate-term   Government   Bonds--Measured   by  a   one-bond   portfolio
 constructed  each  year  containing  a bond  with  approximately  a  five  year
 maturity.

 U.S. Treasury  Bills--Measured  by rolling over each month a one-bill portfolio
 containing,  at the  beginning  of each  month,  the bill  having the  shortest
 maturity not less than one month.

 Inflation--Measured  by the  Consumer  Price  Index  for  all  Urban  Consumers
 (CPI-U), not seasonally adjusted.
</FN>
</TABLE>


                                      A-2


<PAGE>


                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                       SUPPLEMENT DATED SEPTEMBER 15, 1995

                                       TO

                         INCENTIVE LIFE PLUS PROSPECTUS
                            DATED SEPTEMBER 15, 1995

This supplement modifies certain information in the Prospectus,  dated September
15, 1995 (the "Prospectus") for Incentive Life Plus, a flexible premium variable
life  insurance  policy  issued  by  Equitable  Variable.  Subject  to the rules
discussed  below,  Equitable  Variable  will  offer a  modified  version  of its
Incentive  Life Plus  policy (the  "Incentive  Life COLI  Policy") to  qualified
offerees.  This  supplement  describes  the  material  differences  between  the
Incentive Life COLI Policy and the Incentive  Life Plus policy  described in the
Prospectus  and is for use only in connection  with offers of the Incentive Life
COLI Policy. Capitalized terms used in this Supplement have the same meanings as
in the Prospectus.

Under Equitable Variable's current rules, the Incentive Life COLI Policy will be
offered to corporations and partnerships  that meet the following  conditions at
issue:

o  a  minimum  of five  policies  are  issued,  each on the life of a  different
   eligible insured person;

o  the persons  proposed to be insured under the policies are deemed by us to be
   highly compensated individuals;

o  the minimum  initial  premium  under each of the policies must be remitted to
   Equitable Variable by the employer;

o  the aggregate annualized first year planned periodic premium for all policies
   must be at least $150,000; and

o  certain undertakings,  which may be required by Equitable Variable in certain
   situations, have been submitted to Equitable Variable.

Set forth below are  modifications to the discussion in the Prospectus which are
appropriate with respect to the Incentive Life COLI Policy.

MINIMUM FACE AMOUNT.  The minimum Face Amount for the Incentive Life COLI Policy
is $100,000.

CHANGES IN INSURANCE  PROTECTION.  There are no face amount  increases under the
Incentive Life COLI Policy.

DEDUCTIONS AND CHARGES.

Additional  Benefits.  The additional  benefits (certain extra charge,  optional
benefits)  described in the  Incentive  Life Plus  prospectus on page 11 are not
available under the Incentive Life COLI Policy.

Deductions  From  Premium.  Rather than  deducting the Premium Sales Charge from
premiums,  Equitable  Variable will deduct the charge from the Policy Account at
the beginning of each policy month during the first ten policy years. The amount
deducted  will be 1/2% of one "sales  load  target  premium."  The total  amount
deducted,  however,  will not exceed 6% of cumulative  premiums actually paid to
the date of deduction.  The sales load target  premium  varies by issue age, sex
and tobacco user status of the insured person and the policy's Face Amount,  and
is  generally  less  than or  equal  to 75% of one  annual  whole  life  premium
calculated at 4% interest and  guaranteed  maximum cost of insurance and expense
charges.

Charges Against the Separate Account.  There are no charges assessed against the
Separate  Account  under the  Incentive  Life COLI Policy,  but a mortality  and
expense risk charge is deducted from the Policy  Account each month at a current
annual rate of .60% of the unloaned Policy Account value. The annual  guaranteed
maximum rate is .90%.

Current cost of insurance  rates during the first two policy years are generally
lower than the  current  cost of  insurance  rates for the  Incentive  Life Plus
policy.  This  relationship  between  the  cost of  insurance  rates  of the two
policies is not guaranteed.

The  reduction in the current cost of insurance  charge that begins in the tenth
policy year will grade up to an annual rate of .60% in the  twenty-fifth  policy
year and later.  This cost of insurance  charge  reduction  applies on a current
basis and is not guaranteed.

Surrender Charges. There is no Administrative Surrender Charge.

Subject to a maximum  described below, the Premium  Surrender Charge is equal to
24% of premiums paid in the first policy year, up to one surrender charge target
premium,  and 3% of additional  premiums paid through the fifteenth policy year.
In each of the first five policy years, the Premium  Surrender Charge is reduced
by a  percentage  equal to:  100% in the first  policy  year;  80% in the second
policy year;  60% in the third policy year;  40% in the fourth policy year;  and
20% in the fifth policy  year.  There is no Premium  Surrender  Charge after the
fifteenth policy year. The surrender charge target premium is less than or equal
to the SEC  Guideline  Annual  Premium  associated  with  this  policy.  The SEC
Guideline  Annual  Premium is the level  annual  amount that would be payable in
each policy year under certain assumptions defined by the SEC. These assumptions
include  cost of insurance  charges  based on the 1980  Commissioner's  Standard
Ordinary Mortality Tables, net investment  earnings at an annual rate of 5%, and
the fees and charges associated with the policy.

We guarantee  that the maximum  Premium  Surrender  Charge will never be greater
than 66% of one target premium. Before the sixth policy year, the 66% maximum is
reduced by the same percentages  described  above.  After the ninth policy year,
the 66% maximum begins to decrease by 11% per year on a monthly basis,  until it
reaches  zero at the end of the  fifteenth  policy  year.  Target  premiums  are
actuarially  determined  based  on the age of the  insured  person  and the Face
Amount of the policy.

VM 498


<PAGE>


                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                       SUPPLEMENT DATED SEPTEMBER 15, 1995

                                       TO

                         INCENTIVE LIFE PLUS PROSPECTUS
                            DATED SEPTEMBER 15, 1995

This supplement  modifies certain  information in the Prospectus dated September
15, 1995 (the "Prospectus") for Incentive Life Plus, a flexible premium variable
life  insurance  policy  issued  by  Equitable  Variable.  Terms  used  in  this
Supplement have the same meanings as in the Prospectus.

Subject to the  conditions  discussed  below,  Equitable  Variable will offer an
Endorsement to the Incentive Life Plus policy that will refund or waive all or a
portion of certain policy charges if the policy is surrendered  for its net cash
surrender value within a limited time period (the "Endorsement").

Under Equitable  Variable's current rules, the Endorsement will be offered where
the following conditions are met:

o  a  minimum  of five  policies  are  issued,  each on the life of a  different
   insured person;

o  the persons proposed to be insured are deemed by us to be highly  compensated
   individuals;

o  the policies must have an average Face Amount of at least $500,000;

o  the initial  premium under each of the policies must be remitted to Equitable
   Variable by the employer; and

o  the aggregate annualized first year planned periodic premium for all policies
   must be at least $150,000.

The Endorsement operates to reduce the difference between premiums paid and Cash
Surrender  Value upon  surrender in the early policy years,  which,  in turn, is
expected to reduce any charge against the  employers'  earnings when a policy is
accounted  for  under   generally   accepted   accounting   principles   (GAAP).
Policyowners  must  rely on the  advice of their own  accountants,  however,  to
determine  how the purchase of a policy,  as modified by the  Endorsement,  will
affect their GAAP financial statements.

The Endorsement  reduces the difference between premiums paid and Cash Surrender
Value by refunding all or a portion of the deductions from premiums  (charge for
applicable taxes and Premium Sales Charge),  and waiving all or a portion of the
Surrender  Charges if the policy is surrendered  in the early policy years.  The
percentage of charges refunded or waived under the Endorsement are as follows:

  SURRENDER IN             PERCENT OF PREMIUM             PERCENT OF SURRENDER
  POLICY YEAR              DEDUCTIONS REFUNDED               CHARGES WAIVED
-----------------        ------------------------        -----------------------
   1                              100%                            100%
   2                               67%                             80%
   3                               33%                             60%
   4                                0%                             40%
   5                                0%                             20%
   6 and later                      0%                              0%

For example,  if a policy  subject to the  Endorsement  were  surrendered in the
first policy year,  Equitable Variable would refund 100% of the charges that had
been deducted for premium tax and the Premium Sales Charge, and would waive 100%
of  the  Administrative  Surrender  Charge  and  the  Premium  Surrender  Charge
otherwise  payable at that time. Once the  Endorsement  terminates at the end of
the fifth  policy  year,  however,  there  will be no  refund  of prior  premium
deductions and the full amount of the Surrender Charges payable under the policy
will be assessed upon surrender.

The Endorsement  only operates if the policy is surrendered in full. There is no
waiver of the  Surrender  Charges or refund of premium  deductions if the policy
terminates  or if the Face  Amount  is  reduced.  Nor is there a refund of prior
premium deductions for partial withdrawals.

The  Endorsement  does not affect the calculation of Cash Surrender Value or Net
Cash  Surrender  Value for  purposes  of  determining  limitations  on loans and
partial  withdrawals,  or for determining  whether a policy will terminate.  See
BORROWING  FROM YOUR POLICY  ACCOUNT,  PARTIAL  WITHDRAWALS  and YOUR POLICY CAN
TERMINATE in the Prospectus. We will not approve Face Amount increases while the
Endorsement is in effect.

VM 509


<PAGE>


                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                       SUPPLEMENT DATED SEPTEMBER 15, 1995
                                       TO
                         INCENTIVE LIFE PLUS PROSPECTUS
                            DATED SEPTEMBER 15, 1995


This supplement modifies certain information in the Prospectus,  dated September
15, 1995 (the "Prospectus") for Incentive Life Plus, a flexible premium variable
life  insurance  policy  issued  by  Equitable  Variable.  Subject  to the rules
discussed below,  Equitable  Variable will offer a modified version of its First
Series Incentive Life policy (the "Special Offer Policy") to qualified offerees.
This  supplement  describes the material  differences  between the Special Offer
Policy and the Incentive Life Plus policy described in the Prospectus and is for
use only in connection with offers of the Special Offer Policy.

Under  Equitable  Variable's  current  rules,  the Special  Offer Policy will be
offered where the following conditions are met:

o  an employer-employee relationship is present;

o  a minimum of five policies (26 in New York) are issued, each on the life of a
   different eligible insured person;

o  the persons  proposed to be insured under the policies are deemed by us to be
   highly compensated individuals;

o  the initial Face Amount of each of the policies is $500,000 or greater;

o  the  minimum  initial  premium  under each of the  policies  is  remitted  to
   Equitable Variable by the employer; and

o  certain undertakings,  which may be required by Equitable Variable in certain
   situations, have been submitted to Equitable Variable.

Set forth below are  modifications to the discussion in the Prospectus which are
appropriate with respect to the Special Offer Policy.

o  ADDING INTEREST IN THE GUARANTEED  INTEREST ACCOUNT.  The minimum  guaranteed
   interest  rate is 4 1/2%.  Interest  credited  to any  loaned  amounts in the
   Guaranteed  Interest  Account is  allocated  to the  unloaned  portion of the
   Guaranteed Interest Account at the end of each policy month.

o  FLEXIBLE  PREMIUMS.  The entire  initial net premium will be allocated to the
   Separate  Account's Money Market Fund until the Allocation  Date. We have not
   reserved the right to limit the amount of any premium  payments  which are in
   addition to your planned premium.

o  DEATH BENEFITS.  There is no death benefit  guarantee  provision or 3-Year no
   lapse guarantee  provision in the Special Offer Policy,  and accordingly,  no
   specified   premiums  or  death  benefit  guarantee  charge.  The  percentage
   multiples  under both Option A and B are lower than the percentage  multiples
   used for Incentive  Life Plus at certain  older ages.  You should review your
   policy to see the actual percentages.

o  CHANGES IN INSURANCE PROTECTION. There is no automatic right to cancel a face
   amount increase (although you could  subsequently  decrease the face amount).
   The maximum charge for a face amount increase is $250 and there is no Premium
   Sales Charge under the Special Offer Policy. In addition, we do not establish
   additional  surrender  charges  for Face Amount  increases  under the Special
   Offer Policy.

o  MATURITY BENEFITS. The Special Offer Policy matures on the policy anniversary
   nearest the insured person's 95th birthday.

o  ADDITIONAL BENEFITS MAY BE AVAILABLE.  The following  additional benefits are
   available with the Special Offer Policy:  disability waiver, accidental death
   benefit,  term  insurance  on  an  additional  insured  and  children's  term
   insurance.

o  CHARGE FOR  TRANSFERS.  We have  reserved the right to make a charge of up to
   $25 if you make more than four  transfers of Policy Account value in a policy
   year. Currently, we are charging $25 per transfer after the twelfth transfer.
   If there is a charge,  you may tell us how much of the charge to  allocate to
   your values in each of the funds of the  Separate  Account or to the unloaned
   value in the  Guaranteed  Interest  Account.  If you do not provide  specific
   instructions,  we will  allocate  the  charge as  described  under HOW POLICY
   ACCOUNT CHARGES ARE ALLOCATED in the Prospectus.

o  BORROWING  FROM  YOUR  POLICY  ACCOUNT.  You  may  borrow  up to 100% of your
   policy's  Net Cash  Surrender  Value.  There is no  reduction  in the current
   difference  between the policy loan  interest  rate and the rate  credited on
   loaned  amounts  in  the  Guaranteed   Interest  Account   beginning  in  the
   twenty-first  policy year. The interest credited on loaned amounts will never
   be less than 4-1/2%.

o  PARTIAL  WITHDRAWALS FROM YOUR POLICY ACCOUNT. We have not reserved the right
   to decline a request for a partial withdrawal. However, any such request will
   be  subject  to  our  approval  and  the  conditions   listed  under  PARTIAL
   WITHDRAWALS FROM YOUR POLICY ACCOUNT in the Prospectus.

VM 512                                                              Cat. #126787

                                       1
<PAGE>


o  DEDUCTIONS FROM YOUR PREMIUMS. A $250 administrative  charge will be deducted
   from your initial premium. There is no Premium Sales Charge under the Special
   Offer Policy.  Any change to the charge for applicable taxes will take effect
   as soon as practicable after we receive notice of the change.

o  DEDUCTIONS FROM YOUR POLICY ACCOUNT. A current monthly  administrative charge
   of $6 for all policy  years will be deducted  from your Policy  Account.  The
   guaranteed maximum monthly charge is $8.

o  CURRENT COST OF INSURANCE  RATES are different than those under the Incentive
   Life Plus  policy.  There is no  reduction  of the current  cost of insurance
   rates beginning in the tenth policy year.

o  The GUARANTEED MAXIMUM COST OF INSURANCE RATES under the Special Offer Policy
   are  based  on the  rates  applicable  to males  in the  Commissioner's  1980
   Standard  Ordinary Male and Female  Mortality  Tables.  As a result, a female
   would have higher maximum rates under the Special Offer Policy than under the
   Incentive Life Plus policy.  Also,  the guaranteed  maximum cost of insurance
   rates under the Special Offer Policy are higher for  non-smokers  as compared
   to the  guaranteed  maximum  non-smoker  rates under the Incentive  Life Plus
   policy.

o  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk charge for
   the Special Offer Policy is deducted from the assets of the Separate  Account
   and,  accordingly,  reflected  in the unit  value.  The charge is made at the
   maximum  guaranteed  effective  annual  rate of .60%  for all  Special  Offer
   Policies.

o  SURRENDER CHARGE. The maximum surrender charge under the Special Offer Policy
   is 50% of one target premium.  After the first six policy years, this maximum
   surrender charge begins to decrease at 20% per year. After ten years there is
   no surrender charge.  Subject to the maximum, the surrender charge equals 30%
   of premium payments made during the first policy year up to the amount of one
   target  premium and 9% of any  additional  premiums paid during the first ten
   policy years. No additional surrender charges will be established following a
   Face Amount increase and Face Amount  increases will not result in any change
   to the percentages described above. These surrender charges will be set forth
   in the Special Offer Policy when issued.

   Pro-rata  surrender charges will only be imposed on Face Amount decreases for
   the first five policy years. Moreover,  this charge will not apply unless the
   cumulative  reduction in Face Amount for a policy  exceeds 20% of the initial
   Face Amount.

YOU MAY REINSTATE THE SPECIAL OFFER POLICY.  You may reinstate the Special Offer
Policy within three years after it lapses if:

o  you provide evidence that the insured person is still insurable, and

o  you make a premium  payment  sufficient to keep the policy in force for three
   months after the date it is reinstated.

The effective date of the reinstated  policy will be the beginning of the policy
month which  coincides  with or follows the date we approve  your  reinstatement
application.  Upon  reinstatement,  there will be no further  surrender  charges
applied against the policy. Previous loans will not be reinstated.

VM 512                                                              Cat. #126787

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