SEPARATE ACCOUNT FP OF EQUITABLE VARIABLE LIFE INSURANCE CO
497, 1996-02-27
Previous: SEPARATE ACCOUNT FP OF EQUITABLE VARIABLE LIFE INSURANCE CO, 497, 1996-02-27
Next: SEPARATE ACCOUNT FP OF EQUITABLE VARIABLE LIFE INSURANCE CO, 497, 1996-02-27





Incentive Life Plus(TM) (94-300)
Champion 2000(TM)(90-400)                           Issued by
Incentive Life 2000(TM)(90-300)                     EQUITABLE VARIABLE
Survivorship 2000(TM)(92-500)                       LIFE INSURANCE COMPANY
Incentive Life(TM)(85-300 & 88-300)
SP-Flex(TM)(87-500)
The Champion(TM)(85-11)
SP-1(TM)(85-09)
Basic Policy(TM)(85-01)
Expanded Policy(TM)(85-02)




                  PROSPECTUS SUPPLEMENT DATED FEBRUARY 28, 1996

This  supplement  updates the  Prospectus  you received for your  variable  life
insurance  policy,  as  previously  supplemented.  Please  read this  supplement
carefully.  This supplement should be attached to your Prospectus and you should
retain both for future  reference.  Terms used in this  supplement have the same
meaning as in the Prospectus.

TELEPHONE TRANSFERS.  Effective  immediately,  we are extending the deadline for
making  telephone  transfers to 4:00 p.m. Eastern Time. All other conditions for
making telephone transfers remain unchanged.




                                                                          VM-516
- --------------------------------------------------------------------------------
            This Supplement Should be Retained for Future Reference.

                                 Copyright 1996
                    Equitable Variable Life Insurance Company
                              All rights reserved.
37431


<PAGE>


                        VARIABLE LIFE INSURANCE POLICIES
                       FUNDED THROUGH SEPARATE ACCOUNT FP
                     PROSPECTUS SUPPLEMENT DATED MAY 1, 1995

             Champion 2000(TM)                   Survivorship 2000(TM)
         Incentive Life 2000(TM)                 Incentive Life Plus(TM)
                 SP-Flex(TM)                       Incentive Life(TM)


                                    Issued By
                               EQUITABLE VARIABLE
                             LIFE INSURANCE COMPANY

                          Principal Office Located at:
                               787 Seventh Avenue
                               New York, NY 10019
VM 501
- --------------------------------------------------------------------------------
                             THE HUDSON RIVER TRUST
                          PROSPECTUS DATED MAY 1, 1995







HRT 103 (5/95)
- --------------------------------------------------------------------------------
<PAGE>
                        VARIABLE LIFE INSURANCE POLICIES
                       FUNDED THROUGH SEPARATE ACCOUNT FP

INCENTIVE LIFE PLUS (94300)
CHAMPION 2000(TM) (90400)                             ISSUED BY
INCENTIVE LIFE 2000(TM) (90300)                       EQUITABLE VARIABLE
SURVIVORSHIP 2000(TM) (92500)                         LIFE INSURANCE COMPANY
INCENTIVE LIFE(TM) (85-300 & 88300)
SP-FLEX(TM) (87500)
                     PROSPECTUS SUPPLEMENT DATED MAY 1, 1995
INTRODUCTION.  This  Supplement  updates  certain  information  contained in the
prospectuses for:

      o INCENTIVE LIFE PLUS dated December 19, 1994, as previously supplemented;

      o CHAMPION 2000 dated May 1, 1994,  May 1, 1993, and November 27, 1991, as
        previously supplemented;

      o INCENTIVE  LIFE 2000 dated May 1, 1994,  May 1, 1993,  and  November 27,
        1991, as previously supplemented;

      o SURVIVORSHIP  2000 dated May 1, 1994, May 1, 1993, and August 18, 1992,
        as previously supplemented;

      o INCENTIVE  LIFE dated May 1, 1994,  May 1, 1993,  February 27, 1991,  
        May 1, 1990 and August 29, 1989,  each as previously supplemented; and

      o SP-FLEX dated September 30, 1987 and August 24, 1987, each as previously
        supplemented.

Please read this Supplement carefully. You should attach this Supplement to your
prospectus  and any  supplements  thereto  (which are listed in  Appendix A) and
retain them for future  reference.  Equitable  Variable Life  Insurance  Company
(Equitable  Variable)  will send you an  additional  copy of any  prospectus  or
supplement, without charge, on written request.

HUDSON  RIVER TRUST  INVESTMENT  POLICIES.  Net premiums can be allocated to the
investment  divisions of our Separate  Account FP or to the Guaranteed  Interest
Division  (except for SP-Flex  policyowners).  From now on, we will refer to the
Guaranteed Interest Division as the Guaranteed Interest Account and to divisions
of  Separate  Account FP as "Funds."  The funds of  Separate  Account FP in turn
invest those net premiums in corresponding portfolios of The Hudson River Trust,
a mutual fund.  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     High  current  income  consistent  with
   GOVERNMENT                    by  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     High  current  income  consistent  with
                                 securities.                                           preservation of capital.


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


   GROWTH & INCOME.........      Primarily    common    stocks   and    securities     High return  through a  combination  of
                                 convertible into common stocks.                       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     investment  performance  of the  Index
                                 of the Index.                                         (including  reinvestment  of dividends)
                                                                                       at a risk  level  consist  with that of
                                                                                       the Index
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS SUPPLEMENT SHOULD BE RETAINED FOR FURTHER REFERENCE. THE CURRENT HUDSON
RIVER TRUST PROSPECTUS IS ATTACHED.

VM 501
  Copyright 1995 Equitable Variable Life Insurance Company. All rights reserved.


<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
   PORTFOLIO                     INVESTMENT                                           OBJECTIVE
   ---------                     ----------                                           ---------
<S>                              <C>                                                   <C>
   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       Long-term growth of capital.
                                 States as well as United States companies.


   INTERNATIONAL..............   Primarily    equity     securities     selected       Long-term growth of captial.
                                 principally   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.


   ASSET ALLOCATION SERIES:


   CONSERVATIVE...............   Diversified     mix     of     publicly-traded,       High  total  return  without,  in  the
   INVESTORS                     fixed-income and equity  securities;  asset mix       adviser's   opinion,   undue  risk  to
                                 and  security  selection  are  primarily  based       prinicipal.
                                 upon  factors  expected  to  reduce  risk.  The
                                 Portfolio   is   generally   expected  to  hold
                                 approxiamtely   70%  of  its  assets  in  fixed
                                 income securiites 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
                                 instruments.   The   Portfolio   is   generally       appreciation.
                                 expected  to hold 50% of its  assets  in equity
                                 securities and 50% in fixed income securities.


   GROWTH INVESTORS...........   Diverisfied     mix     of     publicly-traded,       High total return  consistent with the
                                 fixed-income and equity  securities;  asset mix       adviser's  determination of reasonable
                                 and  securitiy  selection  based  upon  factors       risk.
                                 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>

EQUITABLE  VARIABLE.  The information  under the heading  EQUITABLE  VARIABLE is
updated as follows:  Equitable  Variable was organized in 1972 in New York State
as a stock life  insurance  company.  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.

EQUITABLE. The information under the heading OUR PARENT, EQUITABLE is updated as
follows:  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 in
assets as of December 31, 1994.

THE  TRUST'S  INVESTMENT   ADVISER.   The  information  about  Alliance  Capital
Management L.P., the Trust's investment  adviser,  is updated as follows:  As of
December 31, 1994, Alliance was managing approximately $121.3 billion in assets.
Alliance, a publicly traded limited partnership, is indirectly majority-owned by
Equitable.


                                       2
<PAGE>


For your  convenience,  we are restating  that the advisory fee,  payable by the
Trust to Alliance,  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%
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         FIRST            NEXT           OVER
   PORTFOLIO                                                                         $500 MILLION     $500 MILLION    $1 BILLION
   ---------                                                                         ------------     ------------    ----------
   Quality Bond and Growth & Income.............................................        .550%            .525%           .500%
                                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         FIRST            NEXT           OVER
   PORTFOLIO                                                                         $750 MILLION     $750 MILLION   $1.5 BILLION
   ---------                                                                         ------------     ------------   ------------
   Equity Index.................................................................        .350%            .300%           .250%
                                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         FIRST            NEXT           OVER
   PORTFOLIO                                                                         $500 MILLION      $1 BILLION    $1.5 BILLION
   ---------                                                                         ------------      ----------    ------------
   International................................................................        .900%            .850%           .800%
                                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

TAX CHANGES. The United States Congress may in the future enact legislation that
could change the tax  treatment of life  insurance  policies.  In addition,  the
Treasury Department may amend existing  regulations,  issue new regulations,  or
adopt  new  interpretations  of  existing  laws.  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  regardless of the date of enactment.  State tax
laws or, if you are not a United States  resident,  foreign tax laws, may affect
the tax consequences to you, the insured person or your beneficiary.  These laws
may change from time to time without notice.

The discussion of the tax effects contained in your prospectus or supplements is
based on our  current  understanding  of Federal  income  tax laws as  currently
interpreted as they apply to U.S. resident individual taxpayers. This discussion
should not be  considered  tax advice.  We suggest you consult your legal or tax
adviser.

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 is registered with the SEC as a broker-dealer under
the Securities Exchange Act of 1934 and is a member of the National  Association
of  Securities  Dealers,  Inc.  Equico's  principal  business  address  is  1755
Broadway,  New  York,  N.Y.  10019.  Equico  is paid a fee for its  services  as
distributor of our policies. For 1994, Equico was paid a fee of $216,920 for its
services under the Distribution and Servicing Agreement.

The amounts  paid and accrued to  Equitable  by us under our sales and  services
agreements with Equitable totalled approximately $380.50 million in 1994, $355.7
million in 1993 and $374.9 million in 1992.

MANAGEMENT. A list of our directors and principal officers and a brief statement
of their business experience for the past five years is contained in Appendix B.

LONG-TERM  MARKET  TRENDS.  Appendix C to this  Supplement  presents  historical
return  trends  for  various  types  of  securities  which  may  be  useful  for
understanding how different investment strategies may affect long-term results.

FINANCIAL STATEMENTS. The financial statements of Equitable Variable included in
this  supplement  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 Equitable  Variable for the years ended December 31, 1994 and 1993
included in this  supplement  have been so included in reliance on the report of
Price Waterhouse LLP,  independent  accountants,  given on the authority of such
firm as  experts  in  accounting  and  auditing.  The  financial  statements  of
Equitable  Variable  for the year  ended  December  31,  1992  included  in this
supplement  have been so included in reliance on the report of Deloitte & Touche
LLP, independent  accountants,  given upon the authority of such firm as experts
in accounting  and auditing.  The financial  statements of the Separate  Account
have been previously provided to you by the prospectus supplement dated February
14, 1995.

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

                                       3
<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>

                                                                      APPENDIX A
POLICY PROSPECTUSES AND PROSPECTUS SUPPLEMENTS

INCENTIVE LIFE PLUS

      o Prospectus dated December 19, 1994*, as supplemented February 14, 1995.

CHAMPION 2000

      o Prospectus dated May 1, 1994, as supplemented February 14, 1995.

      o Prospectus dated May 1, 1993, as supplemented  August 29, 1993, February
        28, 1994, May 1, 1994 and February 14, 1995.

      o Prospectus  dated November 27, 1991, as supplemented  May 1, 1992, March
        15, 1993, May 1, 1993,  August 29, 1993,  February 28, 1994, May 1, 1994
        and February 14, 1995.

INCENTIVE LIFE 2000

      o Prospectus dated May 1, 1994*, as supplemented February 14, 1995.

      o Prospectus dated May 1, 1993*, as supplemented August 29, 1993, February
        28, 1994, May 1, 1994 and February 14, 1995.

      o Prospectus  dated November 27, 1991*, as supplemented May 1, 1992, March
        15, 1993, May 1, 1993,  August 29, 1993,  February 28, 1994, May 1, 1994
        and February 14, 1995.

INCENTIVE LIFE

      o Prospectus dated May 1, 1994, as supplemented February 14, 1995.

      o Prospectus dated May 1, 1993, as supplemented  August 29, 1993, February
        28, 1994, May 1, 1994 and February 14, 1995.

      o Prospectus dated February 27, 1991, as supplemented May 1, 1992, January
        27, 1993, May 1, 1993,  August 29, 1993,  February 28, 1994, May 1, 1994
        and February 14, 1995.

      o Prospectus dated May 1, 1990, as supplemented  August 15, 1990, February
        27, 1991,  January 29, 1993, May 1, 1993, August 29, 1993,  February 28,
        1994, May 1, 1994 and February 14, 1995.

      o Prospectus  dated August 29,  1989,  as  supplemented  October 23, 1989,
        August 15,  1990,  February 27,  1991,  January 29,  1993,  May 1, 1993,
        August 29, 1993, February 28, 1994, May 1, 1994 and February 14, 1995.

      o Prospectus  dated May 1, 1989, as supplemented  August 29, 1989,  August
        15, 1990, February 27, 1991, January 29, 1993, February 28, 1994, May 1,
        1994 and February 14, 1995.

SP-FLEX

      o Prospectus dated September 30, 1987, as supplemented May 1, 1989, May 1,
        1990,  February 27, 1991,  May 1, 1993,  February 28, 1994, May 1, 1994,
        August 29, 1994 and February 14, 1995.

      o Prospectus  dated August 24, 1987, as  supplemented  September 30, 1987,
        May 1, 1989, May 1, 1990,  February 27, 1991, May 1, 1993,  February 28,
        1994, May 1, 1994, August 29, 1994 and February 14, 1995.

SURVIVORSHIP 2000

      o Prospectus dated May 1, 1994, as supplemented February 14, 1995.

      o Prospectus dated May 1, 1993, as supplemented  August 29, 1993, February
        28, 1994, May 1, 1994 and February 14, 1995.

      o Prospectus  dated August 18, 1992, as supplemented  May 1, 1993,  August
        29, 1993, February 28, 1994, May 1, 1994 and February 14, 1995.


*Including, for eligible purchasers, Special Offer Policy Supplement of same 
 date.

                                      A-1
<PAGE>


                                                                      APPENDIX B

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>

<S>                                      <C>
NAME AND PRINCIPAL                       BUSINESS EXPERIENCE
BUSINESS ADDRESS                         WITHIN PAST FIVE YEARS
- -----------------------                  -------------------------
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).

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.

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.

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.

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

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.

James S. Kalmer......................    Senior Vice  President,  Equitable  Variable,  since February 1991. Vice President since
                                         December 1987.  Senior Vice President,  Equitable,  since September 1989, prior thereto,
                                         Vice  President.  Director,  Equisource  and its  subsidiaries  since  March  1991;  and
                                         Equitable Underwriting and Sales Agency (Bahamas) Limited since March 1994.
</TABLE>

                                      B-1
<PAGE>


<TABLE>
<CAPTION>

<S>                                      <C>
NAME AND PRINCIPAL                       BUSINESS EXPERIENCE
BUSINESS ADDRESS                         WITHIN PAST FIVE YEARS
- -----------------------                  -------------------------
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.

Brian O'Neil........................     Senior  Vice  President  and Chief  Investment  Officer,  Equitable  Variable,  since
                                         October 1992. Executive Vice President & Chief Investment Officer,  Equitable,  since
                                         April 1992; prior thereto;  Senior Vice President since February 1989; Vice President
                                         from July 1988 to February 1989. Senior Vice President,  Equitable Capital Management
                                         Corporation,  from  November  1987 to March  1989.  Director,  Equitable  Real Estate
                                         Investment  Management,  Inc. since May 1992; Alliance since October 1993;  Equitable
                                         Foundation since May 1991.

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

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.

Franklin Kennedy, III...............     Vice  President,  Equitable  Variable,  since  August  1981.  Senior Vice  President,
    1345 Avenue of the Americas          Alliance  Capital  Management   Corporation,   July  1993  to  present;  Senior  Vice
    New York, New York  10105            President,  Equitable 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.

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

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

Molly K. Heines.....................     Secretary,  Equitable  Variable,  since February 1991;  Vice President and Secretary,
                                         Equitable, since July 1990; prior thereto, Vice President & Counsel.

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.
</TABLE>

                                      B-2
<PAGE>


                                                                      APPENDIX C

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 variable life insurance 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.

                                      C-1
<PAGE>

<TABLE>
<CAPTION>

                         AVERAGE ANNUAL RATES OF RETURN

                                                 LONG-TERM          LONG-TERM        INTERMEDIATE-                     CONSUMER
                                  COMMON         GOVERNMENT         CORPORATE            TERM           TREASURY        PRICE
                                  STOCKS            BONDS             BONDS              BONDS            BILLS         INDEX
                                  ------            -----             -----              -----            -----         -----
FOR THE
FOLLOWING
PERIOD 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 year....................           6.26            5.62              5.28               4.19           3.43          2.81
 5 year....................           8.69            8.34              8.36               7.46           4.73          3.51
10 year....................          14.40           11.86             11.57               9.40           5.76          3.59
20 year....................          14.58            9.42             10.00               9.25           7.29          5.45
30 year....................           9.95            6.96              7.31               7.84           6.66          5.36
40 year....................          10.66            5.62              6.14               6.58           5.63          4.40
50 year....................          11.92            4.99              5.34               5.59           4.69          4.35
60 year....................          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            --
- ------------
</TABLE>


 *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.


                                      C-2
<PAGE>


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










- --------------------------------------------------------------------------------
VM 501
HRT 103 (5/95)
- --------------------------------------------------------------------------------

                                                             BULK RATE
                                                           U.S. POSTAGE
                                                               PAID
                                                          PERMIT NO. 148
                                                          BROOKLYN, N.Y.








      EQUITABLE VARIABLE LIFE INSURANCE COMPANY
      Mailing Address:
      2 Penn Plaza
      New York, New York 10121
      ADDRESS CORRECTION REQUESTED
      RETURN POSTAGE GUARANTEED







<PAGE>


                       VARIABLE LIFE INSURANCE POLICY WITH
                            ADDITIONAL PREMIUM OPTION

                                   SP-FLEX(TM)

                                 [SP-FLEX LOGO]

                                    ISSUED BY
        [EQUITABLE VARIABLE LIFE INSURANCE COMPANY LOGO -- 1986 VERSION]

VM 369                                       PROSPECTUS DATED SEPTEMBER 30, 1987

                             THE HUDSON RIVER TRUST

                          PRINCIPAL OFFICE LOCATED AT:
                               787 SEVENTH AVENUE
                              NEW YORK, N.Y. 10019

HRT 102                                      PROSPECTUS DATED SEPTEMBER 30, 1987


<PAGE>


                                   SP-FLEX(TM)

                       VARIABLE LIFE INSURANCE POLICY WITH
                            ADDITIONAL PREMIUM OPTION

SP-Flex(TM)  (Policy Form No. 87-500) is a variable life  insurance  policy that
currently  requires payment of only one premium.  SP-Flex is issued by Equitable
Variable Life Insurance  Company.  The minimum  initial  premium for policies on
insured persons over age 30 is $10,000 (age 30 or under, the minimum is $5,000).
However, you may also make additional premium payments ($1,000 minimum), subject
to certain  conditions.  Before  issuing a policy or  accepting  any  additional
premium payments, we require satisfactory evidence of insurability.

Your entire initial premium and, after deduction of a $25 administrative charge,
any additional premiums are deposited in your Policy Account.  The value of your
Policy Account will increase or decrease with the  investment  experience of the
assets  supporting  your  policy.  The value of your  Policy  Account  will also
reflect the cost of insurance and expenses.  You may incur a surrender charge if
you surrender your policy or allow it to lapse.

The amounts in your Policy Account are allocated,  at your direction,  among one
or more of the investment divisions of Equitable Variable's Separate Account FP.
We invest each of the investment  divisions of our Separate Account in shares of
a corresponding  portfolio of The Hudson River Trust, a mutual fund that invests
the  assets  of  separate  accounts  of  insurance  companies.  The Trust is the
successor to The Hudson River Fund,  Inc.  pursuant to an Agreement  and Plan of
Reorganization dated September 30, 1987.

The  prospectus  for the  Trust,  attached  to this  prospectus,  describes  the
investment  objectives,  policies  and risks of each of the Trust's  portfolios.
Currently, the following portfolios are available:

      o Aggressive Stock      o Global            o Balanced
      o High Yield            o Common Stock      o Money Market

Your Policy  Account will vary in value with the  investment  performance of the
corresponding  Fund  portfolios,  and there is no minimum  Policy Account value.
This means that you will bear the investment risk for the amounts in your Policy
Account.

SP-Flex pays an Insurance  Benefit  (net of any  indebtedness)  when the insured
person dies if the policy is still in effect.  The Insurance  Benefit equals the
amount in your Policy Account on the day the insured person dies less any unpaid
cost of insurance charges, times a factor which is based on the insured person's
age and sex. There is no minimum Insurance Benefit.

SP-FLEX  IS A  VARIABLE  LIFE  INSURANCE  POLICY  DESIGNED  FOR  SINGLE  PREMIUM
PURCHASES.  SP-FLEX OFFERS A LIMITED OPPORTUNITY TO PAY ADDITIONAL PREMIUMS. YOU
ARE NOT REQUIRED TO PAY ANY ADDITIONAL PREMIUMS.

Your  policy is serviced at the  Administrative  Office  shown on page 3 of your
policy when it is issued.  Our Home Office is 787 Seventh Avenue, New York, N.Y.
10019, telephone (212) 714-4643.

You have the  right to  examine  this  policy  and  return it to us for a refund
within 10 days after you receive it.

PLEASE READ THIS  PROSPECTUS FOR DETAILS ON THE POLICY BEING OFFERED TO YOU, AND
KEEP IT FOR FUTURE REFERENCE. 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.

REPLACING  YOUR  EXISTING  INSURANCE  OR, IF YOU ALREADY OWN A FLEXIBLE  PREMIUM
INSURANCE POLICY, ACQUIRING ADDITIONAL INSURANCE THROUGH THE POLICY DESCRIBED IN
THIS PROSPECTUS, MAY NOT BE TO YOUR ADVANTAGE.

THE DATE OF THIS PROSPECTUS IS SEPTEMBER 30, 1987

VM-369
Copyright 1987 Equitable Variable Life Insurance Company. All rights reserved.


<PAGE>


In this prospectus  "Equitable  Variable",  "we",  "our" and "us" mean Equitable
Variable Life Insurance Company, a New York stock life insurance company. We are
a wholly-owned  subsidiary of The Equitable Life Assurance Society of the United
States, a New York mutual life insurance company (Equitable).

"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.

                                TABLE OF CONTENTS

                                                                       PAGE

PART 1 -- SUMMARY.........................................................1
          FEATURES OF SP-FLEX.............................................1
          INVESTMENT CHOICES..............................................1
          CHARGES.........................................................2
          USING YOUR POLICY ACCOUNT.......................................2
          ADDITIONAL INFORMATION..........................................3
          RATES OF RETURN.................................................3
          HYPOTHETICAL ILLUSTRATIONS......................................4
PART 2 -- DETAILED INFORMATION ABOUT EQUITABLE VARIABLE
  AND SP-FLEX INVESTMENT CHOICES..........................................6
          EQUITABLE VARIABLE..............................................6
          EQUITABLE.......................................................6
             Equitable's Investment In Equitable Variable.................6
             Donaldson, Lufkin & Jenrette, Inc............................6
          INVESTMENT CHOICES..............................................7
          THE SEPARATE ACCOUNT AND ITS DIVISIONS..........................7
             A Unit Investment Trust......................................7
             The Investment Divisions Of The Separate
                Account...................................................7
             Other Policies Use The Separate Account......................7
             We Own The Assets Of The Separate
                Account...................................................7
          THE TRUST.......................................................7
          PREDECESSORS OF THE TRUST.......................................8
          INVESTMENT OBJECTIVES OF THE PORTFOLIOS.........................8
          THE TRUST'S INVESTMENT ADVISER..................................9
PART 3 -- DETAILED INFORMATION ABOUT SP-FLEX.............................10
          PREMIUMS.......................................................10
             You Direct The Investment Of Your
                Premiums.................................................10
          CHARGES........................................................10
             Deductions From Premiums....................................10
             Policy Account Charges......................................10
             Expenses Of The Trust.......................................11
             Surrender Charge............................................11
             Transfer Charge.............................................12
          INSURANCE BENEFIT..............................................12
          YOUR POLICY ACCOUNT VALUE......................................13
             Amounts In The Separate Account.............................13
             How We Determine Unit Value.................................13
          BORROWING FROM YOUR POLICY ACCOUNT.............................14
             How To Request A Loan.......................................14
             Policy Loan Interest........................................14
             Interest On Your Loaned Policy Account......................15
             When Interest Is Due........................................15
             Repaying The Loan...........................................15
             The Effects Of A Policy Loan................................16
          OTHER POLICY ACCOUNT TRANSACTIONS..............................16
             Changing Your Premium Allocations...........................16
             Transfers Among Investment Choices..........................16
             Surrendering Your Policy For Cash...........................16
          YOUR RIGHT TO EXAMINE THE POLICY...............................16
          YOUR RIGHT TO EXCHANGE THE POLICY..............................16
          YOUR POLICY CAN LAPSE..........................................17
          POLICY PERIODS, ANNIVERSARIES, DATES AND AGES..................17
          LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY....................18
          ADDITIONAL INFORMATION ABOUT SP-FLEX...........................18
             When We Pay Proceeds........................................18
             Your Payment Options........................................19
             Your Beneficiary............................................20
             Assigning Your Policy.......................................20
             Employee Benefit Plans......................................20
             Our Reports To Policyowners.................................20
             Dividends...................................................20
PART 4 -- ADDITIONAL INFORMATION.........................................21
          TAX EFFECTS....................................................21
             Policy Proceeds.............................................21
             Pension And Profit-Sharing Plans............................22
             Our Income Taxes............................................22
             Tax Reform..................................................22
             When We Withhold Income Taxes...............................22
          YOUR VOTING PRIVILEGES.........................................23
             Trust Voting Privileges.....................................23
             How We Determine Your Voting Shares.........................23
             How Trust Shares Are Voted..................................23
             Voting Privileges Of Others.................................24
             Separate Account Voting Privileges..........................24
          SPECIAL ISSUE PROGRAMS.........................................24
             Purpose.....................................................24
             Guidelines..................................................24
          OUR RIGHT TO CHANGE HOW WE OPERATE.............................24
          SALES AND OTHER AGREEMENTS.....................................25
             Agents Are Paid Sales Commissions...........................25
             Brokers Are Paid Commissions................................25
             Applications................................................25
             Our Joint Service Agreement With Equitable..................25
          REGULATION.....................................................26
          LEGAL MATTERS..................................................26
          LEGAL PROCEEDINGS..............................................26
          FINANCIAL AND ACTUARIAL EXPERTS................................26
          ADDITIONAL INFORMATION.........................................26
          MANAGEMENT.....................................................27
PART 5 -- ILLUSTRATIONS OF INSURANCE BENEFIT, POLICY ACCOUNT
  AND CASH SURRENDER VALUES, AND ACCUMULATED PREMIUMS....................30
PART 6 -- FINANCIAL STATEMENTS...........................................37

The purpose of the policy we are offering is to provide insurance protection for
a policy's beneficiary.

We do not claim that the  policy is in any way  similar  to or  comparable  to a
mutual fund's systematic investment plan.

The policy is not available in all states.  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 supplement  thereto or in any supplemental sales material
authorized by Equitable Variable.

                                       i


<PAGE>


PART 1:  SUMMARY

Unless indicated otherwise, the discussion in this prospectus assumes that there
is no policy  loan  outstanding  and that  state  variations  will be covered by
prospectus  supplement or policy  endorsement,  as appropriate.  The terms under
which  SP-Flex is issued may also vary from those  described in this  prospectus
based on particular circumstances. See "Special Issue Programs" in Part 4.

The  description  of SP-Flex in this  prospectus  is subject to the terms of the
policy you buy and any supplement or endorsement to it. You may review a copy of
our policy and any supplement or endorsement to it on request.

FEATURES OF SP-FLEX

PREMIUMS.  You  purchase  SP-Flex with a single  initial  premium  payment.  The
minimum  initial  premium payment for policies on insured persons over age 30 is
$10,000  (age 30 or under,  the  minimum  is  $5,000).  If you  provide  us with
satisfactory  evidence that the insured person is still  insurable,  you may pay
additional  premiums ($1,000  minimum) after the second policy year,  subject to
certain  conditions.  In  addition,  if we impose the maximum  cost of insurance
charges permitted under your policy, an additional  premium could be required to
keep your policy from lapsing.

POLICY  ACCOUNT.  Your entire  initial  premium  and,  after  deduction of a $25
administrative  charge,  any additional  premiums you pay are put in your Policy
Account.  The amounts in your Policy Account are allocated,  at your  direction,
among one or more of the  divisions  of our  Separate  Account FP (the  Separate
Account).

Your Policy Account  reflects the amount of premiums paid,  charges for the cost
of  insurance  and  expenses,  the  investment  experience  of amounts  you have
allocated to one or more divisions of the Separate Account and interest declared
on your Loaned  Policy  Account  (amounts set aside to secure any  borrowing you
have made  under  your  SP-Flex  policy).  No minimum  Policy  Account  value is
guaranteed. See "Your Policy Account Value" and "Policy Periods,  Anniversaries,
Dates And Ages" in Part 3.

INSURANCE  BENEFIT.  SP-Flex pays an Insurance Benefit (net of any indebtedness)
when the  insured  person dies if the policy is still in effect.  The  Insurance
Benefit  equals the amount in the Policy  Account on the day the insured  person
dies less any unpaid cost of insurance charges,  times a factor. The factor used
depends on the insured  person's sex and age. The factor  generally  declines as
the insured person gets older. No minimum Insurance  Benefit is guaranteed.  See
"Insurance  Benefit" and "Additional  Information  about SP-Flex -- Your Payment
Options" in Part 3.

INVESTMENT CHOICES

You may allocate amounts in your Policy Account to one or more of the investment
divisions of our Separate Account. The current investment divisions are:

        o Aggressive Stock            o Common Stock
        o High Yield                  o Balanced
        o Global                      o Money Market

Each of the investment divisions invests in shares of a corresponding  portfolio
of The Hudson  River  Trust  (the  Trust),  a "series"  type  mutual  fund.  The
portfolios of the Trust have different investment objectives.

Equitable Capital Management  Corporation  (Equitable Capital) is the investment
adviser of the Trust. The maximum  effective annual rate at which the Trust pays
advisory fees is .55% of the average daily value of a portfolio's  aggregate net
assets.

For a full  description  of the  Trust,  see the  Trust's  prospectus,  which is
attached to this prospectus, and the Trust's Statement of Additional Information
referred to therein.


<PAGE>


CHARGES

DEDUCTIONS  FROM  PREMIUMS.  Your entire  initial  premium is put in your Policy
Account.  No  deductions  are made  from  your  initial  premium.  However,  any
additional  premiums  you  choose  to pay are  subject  to a $25  administrative
charge.  See "Charges -- Deductions From Premiums" in Part 3. Also, as described
below, all premiums may be subject to a surrender charge.

POLICY ACCOUNT CHARGES.  In determining the value of the amounts you have in the
divisions  of the  Separate  Account,  charges are  deducted  daily at effective
annual rates of .85% for mortality and expense risks and .35% for administrative
costs.  We  guarantee  that the  rates  for  mortality  and  expense  risks  and
administrative costs will not increase.

We also make a charge for the cost of insurance under your policy.  We guarantee
that the cost of  insurance  charges  under your  policy will not exceed cost of
insurance  charges based on the  Commissioner's  1980 Standard Ordinary Male and
Female  Mortality  Tables.  Currently,  the charge for the cost of  insurance is
deducted  daily at an  effective  annual  rate of .60%.  See  "Charges -- Policy
Account Charges" in Part 3.

In  addition,  we reserve  the right to make a charge in the future for taxes or
provisions made for taxes.

EXPENSES OF THE TRUST.  Shares of the Trust are  purchased and redeemed at their
net asset  value  which  reflects  management  fees and other  expenses  already
deducted from the assets of the Trust. The Trust does not impose a sales charge.
See "The Trust" in Part 2.

SURRENDER  CHARGE.  If you  surrender  your policy or allow it to lapse you will
incur a surrender charge. The maximum charge is 7% of the initial premium and 5%
of each additional premium. The charge is a contingent deferred sales load which
is based on premium  payments  and  declines  1% each policy year to zero over a
fixed  surrender  charge  period.  See "Charges --  Surrender  Charge" and "Your
Policy Can Lapse" in Part 3.

USING YOUR POLICY ACCOUNT

BORROWING  FROM  YOUR  POLICY  ACCOUNT.  You may  borrow  up to 95% of the  Cash
Surrender Value on the date of the borrowing, using only your policy as security
for the loan.  The Cash Surrender  Value is the difference  between the value of
your  Policy  Account  (net of any  unpaid  cost of  insurance  charge)  and any
applicable  surrender charge. Up to a certain loan amount,  the interest charged
on your loan  will,  in  effect,  be offset by the  interest  we declare on your
Loaned Policy Account. The interest rate charged on borrowings in excess of this
amount will be no more than 2% over the interest  rate we declare on your Loaned
Policy Account. See "Borrowing From Your Policy Account" in Part 3.

TRANSFERS  AMONG  INVESTMENT  CHOICES.  You may transfer  amounts in your Policy
Account among the divisions of our Separate  Account.  Transfers  take effect on
the date we receive your request.  We require  minimum amounts for any transfer,
usually $500.  Currently,  you may make transfers among your investment  choices
without charge.  However, we may impose a transfer charge in the future of up to
$25 if you make more than four  transfers  a year.  See  "Other  Policy  Account
Transactions -- Transfers Among Investment Choices" in Part 3.

SURRENDERING YOUR POLICY FOR CASH. If you surrender the policy for cash, we will
pay you the Net Cash Surrender  Value (Cash Surrender Value less any outstanding
loan  and  loan  interest  due).  See  "Other  Policy  Account  Transactions  --
Surrendering Your Policy For Cash" in Part 3.

                                       2
<PAGE>


ADDITIONAL INFORMATION

YOUR RIGHT TO EXAMINE THIS  POLICY.  You have a right to examine the policy and,
if you wish,  return it to us for a refund.  Your request must be  postmarked no
later than 10 days after you receive your policy. See "Your Right To Examine The
Policy" in Part 3.

YOUR RIGHT TO EXCHANGE  THIS  POLICY.  Within 24 months of your  policy's  Issue
Date, you may exchange it for a policy of permanent fixed benefit life insurance
on the life of the insured  person.  This exchange will not require  evidence of
insurability. See "Your Right To Exchange The Policy" in Part 3.

TAX EFFECTS OF SP-FLEX. Generally, the Insurance Benefit paid to the beneficiary
of this policy is not subject to Federal income tax. In addition,  under current
Federal tax law, you do not generally  have to pay income tax on any earnings in
your  Policy  Account as long as they remain in your  Policy  Account.  See "Tax
Effects" in Part 4.

YOUR  POLICY CAN LAPSE.  This  policy  will  remain in force for the life of the
insured  person unless the unpaid  portion of any amount you have borrowed under
your policy plus unpaid loan  interest  exceeds  your  policy's  Cash  Surrender
Value. Your policy could also lapse if your policy's Net Cash Surrender Value is
insufficient  to pay the deduction for the cost of insurance  charge.  See "Your
Policy Can Lapse" in Part 3.

RATES OF RETURN

The rates of return shown below are based on the actual investment  performance,
after  deduction  for  investment  management  fees and direct  Trust  operating
expenses,  of the  portfolios of the Trust (other than the High Yield and Global
Portfolios)  for the  periods  ending June 30,  1987.  The High Yield and Global
Portfolios  received  their  initial  funding  on January 2, 1987 and August 31,
1987,  respectively.  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 .10% per annum
in estimated direct Trust operating expenses. See "Predecessors of the Trust" in
Part 2.

These rates of return do not  reflect the 1.80%  Policy  Account  charges  which
reduce the actual  return to  policyowners.  Also,  the rates do not reflect the
surrender  charge  you may  incur if you  surrender  your  policy or allow it to
lapse. (See "Charges -- Policy Account Charges" in Part 3).  Accordingly,  these
rates are not illustrative of how actual investment  performance will affect the
benefits  under  your  policy  (see,  however,   "Hypothetical  Illustrations").
Moreover,  these  rates of return are not an  estimate  or  guarantee  of future
performance.  You may, however,  consider these rates of return in assessing the
competence and performance of the Trust's investment adviser.

  PORTFOLIO              10 YEARS      5 YEARS       3 YEARS        1 YEAR
                         --------      -------       -------        ------
  Aggressive Stock(a)...   --            --             --           23.1%
  Common Stock..........   19.0%        28.5%          29.4%         18.4%
  Balanced(a)...........   --            --             --           10.9%
  Money Market(a).......   --            8.7%           7.9%          6.0%

- ----------
(a) The Aggressive Stock and Balanced  Portfolios received their initial funding
    on January 27,  1986,  and the  predecessor  of the Money  Market  Portfolio
    received its initial funding on July 13, 1981.

Additional information regarding the investment performance of the portfolios of
the Trust appears in the attached Trust prospectus.

                                       3
<PAGE>


HYPOTHETICAL ILLUSTRATIONS

To  demonstrate  how the actual  investment  experience of the Separate  Account
divisions will affect the Insurance  Benefit,  Policy Account and Cash Surrender
Values under  SP-Flex,  we have  developed  hypothetical  illustrations  for the
Common  Stock and Money  Market  Divisions  which invest in the Common Stock and
Money Market Portfolios of the Trust.

ADJUSTMENTS  AND  ASSUMPTIONS.   Because  the  historical  charges  against  the
predecessors of the Common Stock and Money Market Portfolios (See  "Predecessors
Of The Trust" in Part 2) differed  from the charges  currently  applicable,  the
historical  performance  has been adjusted to reflect the current maximum annual
investment  management fee of .40% and estimated  direct  operating  expenses of
 .10% per year.

In addition,  we have  assumed  that the Separate  Account has been in existence
since January 1, 1977 and that the Policy  Account  charges  applied  during the
periods shown. We have developed these  illustrations  based on both the current
Policy  Account  charges at the  effective  annual rate of 1.80% and the charges
that would apply if the maximum cost of insurance  charges  permitted under your
policy were imposed.  See "Charges -- Policy  Account  Charges" in Part 3. These
adjustments  were  made  only  for the  value  of  Trust  shares  on the  policy
anniversaries shown, not on a daily basis as the current charges would be made.

EXPLANATION OF EXAMPLES.  The examples of policy performance that follow are for
a specific age, sex and policy  anniversary and are not an estimate or guarantee
of future performance. They assume that no additional premium payments have been
made and that no transfer  charges have been  incurred.  Part of the increase in
the Cash Surrender  Values in these examples is due to the 1% annual decrease in
the surrender charge which applies during the first seven policy years.

THE COMMON STOCK DIVISION.  The following examples show how the hypothetical net
return of the Common Stock  Division and its  predecessors  would have  affected
benefits for a policy dated January 1, 1977.  Assume that the insured person was
a male age 35 and that a single  premium of $20,000 was paid on January 1, 1977.
The examples  also assume that the premium and related  Policy  Account and Cash
Surrender Values were in the Common Stock Division for the entire period.

                                     SP-FLEX
          VARIABLE LIFE INSURANCE POLICY WITH ADDITIONAL PREMIUM OPTION
                ($79,452 Initial Insurance Benefit Standard Risk)
                            Based on Current Charges

<TABLE>
<CAPTION>
POLICY ANNIVERSARY
ON JAN. 1 OF            INSURANCE BENEFIT      POLICY ACCOUNT VALUE      CASH SURRENDER VALUE
- ------------------      -----------------      --------------------      --------------------
<S>                         <C>                      <C>                       <C>    
1978..............          $ 67,972                 $17,686                   $16,486
1979..............            70,968                  19,085                    18,085
1980..............            84,688                  23,534                    22,734
1981..............           124,451                  35,732                    35,132
1982..............           111,676                  33,122                    32,722
1983..............           121,774                  37,298                    37,098
1984..............           148,589                  46,988                    46,988
1985..............           137,952                  45,029                    45,029
1986..............           176,735                  59,529                    59,529
1987..............           200,793                  69,771                    69,771
</TABLE>

                                       4
<PAGE>


                                     SP-FLEX
          VARIABLE LIFE INSURANCE POLICY WITH ADDITIONAL PREMIUM OPTION
                ($79,452 Initial Insurance Benefit Standard Risk)
                            Based on Maximum Charges

<TABLE>
<CAPTION>
POLICY ANNIVERSARY
ON JAN. 1 OF          INSURANCE BENEFIT      POLICY ACCOUNT VALUE      CASH SURRENDER VALUE
- ------------------    -----------------      --------------------      --------------------
<S>                       <C>                       <C>                      <C>    
1978..............        $ 67,963                  $17,683                  $16,483
1979..............          70,942                   19,078                   18,078
1980..............          84,624                   23,516                   22,716
1981..............         124,286                   35,685                   35,085
1982..............         111,442                   33,052                   32,652
1983..............         121,397                   37,182                   36,982
1984..............         147,937                   46,781                   46,781
1985..............         137,137                   44,763                   44,763
1986..............         175,371                   59,069                   59,069
1987..............         198,830                   69,089                   69,089
</TABLE>

As of June 30,  1987,  under  current and  maximum  charges,  respectively,  the
Insurance  Benefit  would have  increased to $255,354 and  $252,566;  the Policy
Account  Value  would  have  increased  to  $88,729  and  $87,761;  and the Cash
Surrender Value would have increased to $88,729 and $87,761.

THE MONEY MARKET DIVISION.  The following examples show how the hypothetical net
return of the Money Market  Division and its  predecessors  would have  affected
benefits for a policy dated January 1, 1982.  Assume that the insured was a male
age 35 and that a single  premium  of $20,000  was paid on January 1, 1982.  The
examples  also  assume that the  premium  and  related  Policy  Account and Cash
Surrender Values were in the Money Market Division for the entire period.

                                     SP-FLEX
          VARIABLE LIFE INSURANCE POLICY WITH ADDITIONAL PREMIUM OPTION
                ($79,452 Initial Insurance Benefit Standard Risk)
                            Based on Current Charges

<TABLE>
<CAPTION>
POLICY ANNIVERSARY
ON JAN. 1 OF          INSURANCE BENEFIT      POLICY ACCOUNT VALUE      CASH SURRENDER VALUE
- ------------------    -----------------      --------------------      --------------------
<S>                       <C>                       <C>                      <C>    
1983..............        $85,279                   $22,189                  $20,989
1984..............         88,319                    23,751                   22,751
1985..............         93,003                    25,845                   25,045
1986..............         95,680                    27,471                   26,871
1987..............         96,995                    28,767                   28,367
</TABLE>

                                     SP-FLEX
          VARIABLE LIFE INSURANCE POLICY WITH ADDITIONAL PREMIUM OPTION
                ($79,452 Initial Insurance Benefit Standard Risk)
                            Based on Maximum Charges

<TABLE>
<CAPTION>
POLICY ANNIVERSARY
ON JAN. 1 OF          INSURANCE BENEFIT      POLICY ACCOUNT VALUE      CASH SURRENDER VALUE
- ------------------    -----------------      --------------------      --------------------
<S>                       <C>                       <C>                      <C>    
1983..............        $85,267                   $22,186                  $20,986
1984..............         88,286                    23,742                   22,742
1985..............         92,933                    25,826                   25,026
1986..............         95,554                    27,435                   26,835
1987..............         96,792                    28,707                   28,307
</TABLE>

As of June 30,  1987,  under  current and  maximum  charges,  respectively,  the
Insurance  Benefit  would have  increased  to $98,964  and  $98,709;  the Policy
Account  Value  would  have  increased  to  $29,351  and  $29,276;  and the Cash
Surrender Value would have increased to $28,951 and $28,876.

OTHER ILLUSTRATIONS.  We have also prepared illustrations based on assumed rates
of return.  See  "Illustrations  Of Insurance  Benefit,  Policy Account And Cash
Surrender Values, And Accumulated Premiums" in Part 5.

                                       5
<PAGE>


PART 2:  DETAILED INFORMATION ABOUT EQUITABLE VARIABLE 
         AND SP-FLEX INVESTMENT CHOICES

EQUITABLE VARIABLE

Equitable  Variable,  a wholly-owned  subsidiary of Equitable,  was organized in
1972 in New York State as a stock life insurance company.  We are licensed to do
business in all 50 states,  Puerto Rico,  the Virgin Islands and the District of
Columbia.

We sell both traditional and innovative forms of life insurance designed to give
policyowners  maximum choice and flexibility.  In 1976 we began selling variable
life insurance  policies with insurance benefits that varied with the experience
of each policy's  investment  account.  In 1983 we began  selling  variable life
insurance  policies which could be purchased with a single premium  payment.  In
1986 we introduced  variable  life  insurance  policies  which,  within  limits,
permitted  premium  payments to be made on a flexible basis. We also sell single
premium  annuity  contracts,  fixed  life  insurance,  term life  insurance  and
universal life insurance.

At the end of 1986, we had approximately $9.7 billion of variable life insurance
in force and $47.1  billion of fixed life  insurance in force.  We also had $1.9
billion of fixed annuity payment obligations.

Our financial statements and those of the Separate Account are in Part 6.

EQUITABLE

Equitable is a New York mutual life  insurance  company that has its home office
at 787 Seventh Avenue, New York, New York 10019.

Equitable  has been in business  since 1859.  Its total assets make it the third
largest life insurance company in the United States. On December 31, 1986, these
assets were  approximately  $55  billion.  Equitable  is also one of the largest
managers of pension  fund assets in the United  States.  On December  31,  1986,
Equitable  and its  subsidiaries  were  managing  pension  fund  assets of $66.2
billion and total assets of $102.7 billion.  These assets include amounts in our
General Account,  Equitable's  General Account and separate accounts,  and other
accounts managed by Equitable and Equitable Capital.

On December 31, 1986,  Equitable Capital was managing  approximately $30 billion
in assets.  Equitable Capital acts as an investment  adviser to various separate
accounts  and  general  accounts of  Equitable  and other  affiliated  insurance
companies. Equitable Capital also provides management and consulting services to
mutual funds,  endowment  funds,  insurance  companies,  foreign  entities,  and
non-tax-qualified corporate funds, pension and profit-sharing plans, foundations
and tax-exempt organizations.

EQUITABLE'S  INVESTMENT  IN  EQUITABLE  VARIABLE.  Between  the  time  Equitable
Variable was  organized  and December 31,  1986,  Equitable  invested  over $570
million in us. We have used the money to help meet operational  costs and policy
reserve  requirements.  Equitable  will probably  invest more money in us in the
future,  although it has no legal obligation to do so. Equitable's assets do not
back the benefits that we pay under our policies.

DONALDSON, LUFKIN & JENRETTE, INC. Donaldson, Lufkin & Jenrette, Inc. (DLJ) is a
wholly-owned subsidiary of Equitable.  DLJ and its subsidiaries offer investment
banking and securities  services,  market  independently  originated research to
institutions  and supply  correspondent  services,  including  order  execution,
securities clearance and other centralized  financial services, to approximately
300 independent regional securities firms and 100 banks. To the extent permitted
by law, we and our separate accounts,  Equitable and its separate accounts,  and
companies  affiliated with us,  including the Trust, may engage in securities or
other  transactions  with DLJ and its  subsidiaries,  including buying shares of
affiliated investment companies.

                                       6
<PAGE>


INVESTMENT CHOICES

Your entire initial premium and, after deduction of a $25 administrative charge,
any additional premiums you pay are put into your Policy Account. The amounts in
your  Policy  Account  are  allocated  to one or  more of the  divisions  of the
Separate Account  according to the directions you provide.  See "Premiums -- You
Direct The Investment Of Your Premiums" in Part 3.

THE SEPARATE ACCOUNT AND ITS DIVISIONS

A UNIT  INVESTMENT  TRUST.  The  Separate  Account is our  Separate  Account FP,
established  on April 19, 1985 under the  Insurance Law of the State of New York
as  a  unit  investment  trust  registered  with  the  Securities  and  Exchange
Commission (SEC) under the Investment Company Act of 1940. The registration does
not involve any supervision by the SEC of the management or investment  policies
of the  Separate  Account.  A unit  investment  trust  is a type  of  investment
company.

THE INVESTMENT  DIVISIONS OF THE SEPARATE ACCOUNT.  The Separate Account has six
investment  divisions,  each of  which  invests  in  shares  of a  corresponding
portfolio of the Trust.  Currently,  the Separate Account has Aggressive  Stock,
High Yield, Global, Common Stock, Balanced and Money Market Divisions.

OTHER  POLICIES USE THE SEPARATE  ACCOUNT.  Premiums  from our flexible  premium
variable life insurance  policies also are, and premiums from other policies may
also be, allocated to the Separate Account.  These policyowners will participate
in the Separate  Account in  proportion  to the amounts in the Separate  Account
relating to their policies. We may also permit charges owed to us to stay in the
Separate Account. Thus, we may also participate  proportionately in the Separate
Account.  These  accumulated  amounts belong to us and we may transfer them from
the Separate Account to our General Account.

WE OWN THE ASSETS 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 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 of ours.  Under  certain  unlikely  circumstances,  one division of the
Separate  Account may be liable for claims relating to the operations of another
division.

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 the  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 protect our policyowners.  Also, if we ever
believe that any of the Trust's  portfolios  is so large as materially to impair
the investment  performance  of a portfolio or the Trust,  we will examine other
investment options.

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.

                                       7
<PAGE>


PREDECESSORS OF THE TRUST

Pursuant to a Plan of Reorganization  approved by policyowners,  we restructured
our  Separate  Accounts I and II into one  separate  account in unit  investment
trust form, with two investment divisions,  effective March 22, 1985. The assets
and related  liabilities of Separate  Accounts I and II were  transferred to the
Common  Stock and Money  Market  Portfolios,  respectively,  of The Hudson River
Fund, Inc., in exchange for shares of the Fund's portfolios.

On September  30,  1987,  pursuant to an  Agreement  and Plan of  Reorganization
approved by policyowners,  The Hudson River Fund, Inc., a Maryland  corporation,
was  reorganized as a  Massachusetts  business trust and its name was changed to
The  Hudson  River  Trust.  Refer to the  prospectus  for the Trust for  further
information.

INVESTMENT OBJECTIVES OF THE 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.  Remember  that the  investment
experience of the investment  divisions of our Separate  Account  depends on the
performance of the corresponding  Trust portfolios.  The policies and objectives
of the Trust's portfolios are as follows:

<TABLE>
<CAPTION>
PORTFOLIO             INVESTMENT POLICY                                OBJECTIVE
- -------------------   ----------------------------------------------   ---------------------------------------------
<S>                   <C>                                              <C>
AGGRESSIVE STOCK...   Primarily common stocks and other equity-type    Long-term growth of capital
                      securities issued by medium and smaller sized
                      companies with strong growth potential

HIGH YIELD.........   Primarily a diversified mix of high yield,       High return by maximizing current income and,
                      fixed income securities involving greater        to the extent consistent with that objective,
                      volatility of price and risk of principal        capital  appreciation
                      and income than high quality fixed income
                      securities

GLOBAL.............   Primarily equity securities of non-United        Long term growth of capital, with current
                      States as well as United States companies        income as a secondary objective

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

BALANCED...........   Common stocks, publicly-traded debt              High return through a combination of current
                      securities and high quality money market         income and capital appreciation
                      instruments

MONEY MARKET.......   Primarily high quality short-term money          High level of current income while preserving
                      market instruments                               assets and maintaining liquidity
</TABLE>

There is no guarantee that these objectives will be achieved.

                                       8
<PAGE>


THE TRUST'S INVESTMENT ADVISER

The  Trust is  advised  by  Equitable  Capital,  a  wholly-owned  subsidiary  of
Equitable. Equitable Capital is registered with the SEC as an investment adviser
under the Investment  Advisers Act of 1940.  Equitable Capital's address is 1285
Avenue of the Americas, New York, New York 10019.

The  advisory  fee  payable by the Trust is based on annual  percentages  of the
value of each portfolio's daily average net assets.  The annual  percentages for
the portfolios  corresponding  to the divisions  available for investment  under
SP-Flex are as follows:

                                            DAILY AVERAGE NET ASSETS
                                  ----------------------------------------------
                                   LESS THAN         $350 TO        GREATER THAN
                                  $350 MILLION     $750 MILLION     $750 MILLION
                                  ------------     ------------     ------------
COMMON STOCK, MONEY MARKET AND
  BALANCED PORTFOLIOS ............   .400%            .375%            .350%
AGGRESSIVE STOCK PORTFOLIO .......   .500%            .475%            .450%
HIGH YIELD AND GLOBAL PORTFOLIOS .   .550%            .525%            .500%

                                       9
<PAGE>


PART 3:  DETAILED INFORMATION ABOUT SP-FLEX

PREMIUMS

You purchase SP-Flex with a single initial premium due on or before the delivery
of the policy.  However, you may pay additional premiums after the second policy
year,  subject to certain  conditions.  The payment of additional  premiums,  if
accepted by us, would  increase the Insurance  Benefit  otherwise  payable under
your policy.  See "Insurance  Benefit." We reserve the right to limit additional
premium  payments to the extent  necessary for the policy to continue to qualify
as life  insurance  under  applicable  state  law.  See "Tax  Effects  -- Policy
Proceeds" in Part 4.

Before issuing a policy or accepting any additional premium payments, we require
satisfactory evidence of insurability. If we determine not to issue you a policy
or decline to accept an additional  premium,  we will refund the initial premium
or additional premium (exclusive of any interest or investment  experience),  as
the case may be, to you.  Any  additional  premium  which we refund will have no
effect on the value of your Policy Account.  Additional premiums may be accepted
to age 78.

The minimum  initial  premium for  policies  on insured  persons  over age 30 is
$10,000 (age 30 or under, the minimum is $5,000).  No insurance will take effect
before the minimum initial premium is paid. The minimum amount of any additional
premium payment is currently  $1,000.  We may increase the minimum amount of any
additional premium payment 90 days after we notify you.

YOU DIRECT THE INVESTMENT OF YOUR PREMIUMS.  Your entire initial  premium is put
in your Policy  Account as of the later of the Register  Date shown on page 3 of
your policy when it is issued or the date we receive your initial premium at our
Administrative  Office.  After  deduction of a $25  administrative  charge,  any
additional  premium you pay is put in your Policy Account as of the later of the
date we  receive  any  required  medical  evidence  or the date we  receive  any
additional  premium at our  Administrative  Office.  Amounts  become  subject to
charges and begin to vary with the investment experience of the divisions of the
Separate Account as of the date they are put in your Policy Account.

You direct how the amounts in your Policy  Account will be  allocated  among the
divisions of the Separate Account.  See "The Separate Account And Its Divisions"
and "The Trust" in Part 2.

You make your initial decision  regarding premium  allocation on the application
for your  policy.  Allocation  percentages  must be zero or a whole  number  not
greater than 100. The sum of premium allocation  percentages must equal 100. You
may change such allocation  percentages by written notice to our  Administrative
Office.   A  change  will  take  effect  on  the  date  we  receive  it  at  our
Administrative  Office and will apply to additional premiums received after that
date. You may also, within limits, transfer amounts in your Policy Account among
the divisions of the Separate Account. See "Other Policy Account Transactions --
Transfers Among Investment Choices".

CHARGES

DEDUCTIONS FROM PREMIUMS.  No deduction is made from your initial premium before
it is put into your Policy Account.  However,  any additional premiums you chose
to pay are subject to a $25  administrative  charge.  This charge is designed to
reimburse us for the additional  administrative  costs we will incur as a result
of an additional premium payment and we do not expect to gain from it.

POLICY ACCOUNT CHARGES. Currently, the amounts allocated to the divisions of the
Separate  Account are charged on a daily basis for  mortality  and expense risks
and   administrative   costs  at  effective  annual  rates  of  .85%  and  .35%,
respectively.  We also make a daily charge at the current  effective annual rate
of .60% for the cost of insurance  under the policies.  See "Your Policy Account
Value -- How We Determine Unit Value".

                                       10
<PAGE>


We guarantee  that the rates for mortality and expense risks and  administrative
costs will not increase  and that the cost of insurance  charges will not exceed
our guaranteed maximum  (described below). In addition,  we reserve the right to
make a charge in the future  for taxes or  provisions  made for taxes.  See "Tax
Effects -- Our Income Taxes" in Part 4.

o  MORTALITY  AND EXPENSE  RISKS.  In issuing an SP-Flex  policy,  we assume the
   mortality risk that insured persons may live for shorter periods of time than
   expected.  The  expense  risk we  assume  is that the  costs of  issuing  and
   administering policies may be greater than estimated.

If the amount  collected  from the charge for mortality and expense risk exceeds
the amount needed, it will be to our benefit.

o  COST OF INSURANCE. We guarantee that the cost of insurance charges under your
   policy  will  never be more than the cost  based on the  Commissioner's  1980
   Standard  Ordinary  Male and Female  Mortality  Tables for the "net amount at
   risk"  attributable  to your Policy.  The net amount at risk is the excess of
   your  Insurance  Benefit  over the amount in your Policy  Account (net of any
   unpaid cost of insurance  charges).  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 and risk
   class. In Montana, there will be no distinctions based on sex.

Subject to the  guaranteed  maximum cost of insurance  charges  described in the
preceding paragraph,  instead of making a daily charge for cost of insurance, as
discussed  above,  we reserve  the right to make a charge at the end of a policy
year for that  year's  cost of  insurance  based on the  amount  in your  Policy
Account and the sex and attained age of the insured person.  The charge would be
deducted  from your Policy  Account based on the  proportion  that your value in
each  division  of the  Separate  Account  bears  to  your  total  value  in the
divisions.  Also, in determining the Insurance  Benefit and Cash Surrender Value
under your policy,  we would  deduct from the Policy  Account an amount equal to
any unpaid  cost of  insurance  charge  (determined  on a pro rata basis for the
portion of the policy year for which such charge applies).

Your  policy  could  lapse  if  your  policy's  Net  Cash  Surrender   Value  is
insufficient  to pay the deduction for the cost of insurance  charge.  See "Your
Policy Can Lapse".

o  ADMINISTRATIVE  COSTS.  In  connection  with  issuing  your  policy  we incur
   administrative  costs,  such as  premium  taxes  and  costs  for  application
   processing,   medical   examinations,   establishing   policy   records   and
   underwriting.  In addition, we incur the continuing costs of maintaining your
   policy,  such  as  claims  processing,   recordkeeping,   communication  with
   policyowners and other expenses and overhead.  The charge for  administrative
   costs is designed to reimburse us for such  expenses.  In the  aggregate,  we
   expect  that  the  charges  for  administrative  costs,   including  the  $25
   administrative  charge deducted from  additional  premium  payments,  will be
   approximately equal to the related expenses.

EXPENSES OF THE TRUST.  The Separate  Account  purchases  shares of the Trust at
their net asset value which  reflects  the  management  fees and other  expenses
deducted from the assets of the Trust. The Trust does not impose a sales charge.
See "The Trust" in Part 2.

SURRENDER CHARGE. We incur expenses in selling SP-Flex, such as commissions, the
cost of sales literature and other  promotional  activities and other direct and
indirect expenses. To help recover these expenses, a surrender charge is imposed
if you surrender  your policy or allow it to lapse.  The  surrender  charge is a
contingent  deferred  sales  load.  If sales  expenses  are not  covered  by the
surrender charge, we will recover them from other funds, including funds derived
from any excess of other charges under this policy over our related costs.

                                       11
<PAGE>


The  surrender  charge is  calculated  as a percentage  of premium  payments and
applies on a declining basis over a fixed surrender  charge period.  The portion
of the charge based on the initial  premium equals 7% of the initial premium and
declines  1% in  each  successive  policy  year  until  it  reaches  zero at the
beginning of the eighth policy year.  The portion of the surrender  charge based
on each additional  premium  payment equals 5% of the additional  premium during
the policy year the premium was paid and declines 1% in each  successive  policy
year  until it  reaches  zero at the end of the  fifth  such  policy  year.  The
surrender  charge is  reflected  as the  difference  between  the amount in your
Policy Account and the Cash Surrender Value during the surrender charge period.

TRANSFER  CHARGE.  Currently,  we do not charge for transfers of Policy  Account
value.  However,  we may  impose a charge  in the  future  of up to $25 for each
additional  transfer if you make more than four  transfers in a policy year. Any
transfer charge would be designed to reimburse us for the costs of effecting the
additional transfers.

All  transfers  included in one transfer  request will count as one transfer for
purposes of the charge.  The charge will be deducted  from the  divisions of the
Separate Account based on the proportion that your value in each division of the
Separate  Account bears to your total value in the divisions.  See "Other Policy
Account Transactions -- Transfers Among Investment Choices".

INSURANCE BENEFIT

We pay an Insurance Benefit (net of any indebtedness) to the beneficiary of this
policy when the insured person dies.  However,  see "Your Policy Can Lapse". The
Insurance  Benefit  varies  daily to reflect the  investment  experience  of the
assets supporting your policy. See "Your Policy Account Value".

The  Insurance  Benefit  is the  amount in your  Policy  Account  on the day the
insured person dies less any unpaid cost of insurance  charges  through the date
of  death,  times the  factor  for the  insured  person's  sex and age  (nearest
birthday) at the beginning of the policy year of the insured  person's death. In
Montana,  there will be no  distinctions  based on sex.  The  initial  Insurance
Benefit equals the applicable factor times your initial premium.

Different factors apply in the initial policy year and in each subsequent policy
year. The factors  generally  decline as the insured person gets older. For ages
that are not  shown on the  following  table,  we will  furnish  the  applicable
factors  on  request.  If the  insured  person  is still  living  on the  policy
anniversary  nearest  his or her 100th  birthday,  we will pay you the amount in
your  Policy  Account  (net of any  indebtedness  and unpaid  cost of  insurance
charges). The policy will then end.

We reserve the right to make  changes to the factors to the extent  necessary to
continue to qualify SP-Flex as life insurance under applicable tax law. See "Tax
Effects -- Policy Proceeds" in Part 4.

                                     SP-FLEX
- --------------------------------------------------------------------------------
             TABLE OF FACTORS USED IN DETERMINING INSURANCE BENEFIT

  AGE        MALE        FEMALE                     AGE       MALE       FEMALE
  ---        ----        ------                     ---       ----       ------
    0      12.3773      14.2337                      55      2.1412      2.4901
    5      11.0429      12.6564                      60      1.8740      2.1577
   10       9.4234      10.8128                      65      1.6584      1.8762
   15       7.4164       9.1817                      70      1.4880      1.6474
   20       6.3938       7.8159                      75      1.3546      1.4601
   25       5.5051       6.6467                      80      1.2560      1.3188
   30       4.6874       5.6364                      85      1.1812      1.2135
   35       3.9726       4.7761                      90      1.1277      1.1398
   40       3.3717       3.9423                      95      1.0748      1.0764
   45       2.8779       3.3649                      99      1.0198      1.0198
   50       2.4728       2.8872

                                       12
<PAGE>


EXAMPLE:  If the insured person was a male who was age 35 (nearest  birthday) at
the beginning of the policy year of his death and you had $20,000 in your Policy
Account on the date of his death,  the  Insurance  Benefit would be 3.9726 times
$20,000, or $79,452.

If you  have  submitted  an  application  and paid  the  full  initial  premium,
Equitable Variable may, subject to certain conditions,  provide a limited amount
of temporary  insurance on the person  proposed to be insured.  You may review a
copy of  Equitable  Variable's  Temporary  Insurance  Agreement  on request.  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 premium is paid.

YOUR POLICY ACCOUNT VALUE

The  amount in your  Policy  Account is the sum of the  amounts  you have in the
various  divisions of our  Separate  Account and in your Loaned  Policy  Account
(amounts  set aside to secure any  borrowing  you have made under your  policy).
Your Policy  Account also reflects  various  charges on a daily basis.  Transfer
charges  or  surrender  charges  are  made  as of  the  effective  date  of  the
transaction.  See "Charges".  Any amount allocated to an investment  division of
the Separate  Account will vary depending on the  investment  experience of that
division; there is no guaranteed minimum cash value.

AMOUNTS  IN THE  SEPARATE  ACCOUNT.  Amounts  allocated  or  transferred  to the
divisions of the  Separate  Account are used to purchase  units.  The amount you
have in each division is  represented by the value of the units credited to your
Policy Account for that division. The number of units purchased or redeemed in a
division of the Separate  account is calculated by dividing the dollar amount of
the transaction by the division's  SP-Flex unit value calculated after the close
of  business  that  day.  The  value of  units  fluctuates  with the  investment
performance  of the  corresponding  portfolios of the Trust,  which reflects the
investment  income and realized and  unrealized  capital gains and losses of the
portfolios and Trust expenses.  Currently,  the SP-Flex unit values also reflect
all Policy Account charges. See "Charges -- Policy Account Charges".  The number
of units  credited  to you,  however,  will not vary  because of changes in unit
values.  On any given day, the value you have in an  investment  division of the
Separate Account is the SP-Flex unit value times the number of units credited to
you in that division.

The units of each division of the Separate  Account have  different unit values.
In addition, units attributable to SP-Flex policyowners will have different unit
values than those  attributable  to owners of Incentive  Life(TM),  our flexible
premium variable life insurance policies.

Units of a division are  purchased  when you allocate  premiums,  repay loans or
transfer  amounts to that division and, if the division already has value in it,
when interest is credited on your Loaned Policy  Account.  Units are redeemed or
sold  when  you  transfer  amounts  from  a  division  of the  Separate  Account
(including  transfers to your Loaned Policy  Account),  surrender your policy or
allow it to lapse,  and to pay the  Insurance  Benefit  when the insured  person
dies.  Units  would  also be  redeemed  to pay cost of  insurance  charges if we
commenced  to  impose  such  charges  at the end of a  policy  year  instead  of
reflecting the charges in the unit value calculation.

HOW WE  DETERMINE  UNIT VALUE.  We  determine  the  SP-Flex  unit values for the
divisions of our Separate Account 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.  However,  we are closed on Martin Luther King Day and the Friday after
Thanksgiving  Day,  and we will not  process any policy  transaction  as of such
days,  other than a policy  anniversary  report or the payment of the  Insurance
Benefit under a policy.  The SP-Flex unit value for each division will be set at
$100 on the first day there are policy transactions in the division. After that,
the SP-Flex  unit value for any  business day is equal to the SP-Flex unit value
for the preceding  business day multiplied by the net investment factor for that
division on that business day.

                                       13
<PAGE>


Currently,  an SP-Flex net investment  factor is determined for each  investment
division every business day as follows:

o  First,  we take the value of the  shares  belonging  to the  division  in the
   corresponding  Trust  portfolio  at the close of  business  that day  (before
   giving  effect  to any  policy  transactions  for that day,  such as  premium
   payments or  surrenders).  For that purpose,  the share value reported by the
   Trust is used.

o  Next, we add any dividends or capital gains  distributions  paid by the Trust
   on that day.

o  Then,  we divide this  amount by the value of the amounts in the  division at
   the close of business on the  preceding  business day (after giving effect to
   any policy transactions on that day).

o  Then, we subtract a daily asset charge for each calendar day between business
   days (for example,  a Monday calculation may include charges for Saturday and
   Sunday). The current daily charge is .00004932,  which is an effective annual
   rate of 1.80%. This charge is for mortality and expense risks,  current costs
   of insurance  and  administrative  charges.  See  "Charges -- Policy  Account
   Charges".

Currently,  a .00001644  charge for cost of  insurance  is included in the daily
asset charge  deducted in determining  the SP-Flex net investment  factor.  This
represents  an  effective  annual  rate of .60%.  We may impose  higher  cost of
insurance  charges  and may also  change  the  method  by which we  deduct  such
charges. See "Charges -- Policy Account Charges".

BORROWING FROM YOUR POLICY ACCOUNT

You may borrow  money,  using only your policy as security for the loan,  at any
time your policy has a loan value in excess of the minimum  loan amount shown in
the policy when it is issued (usually  $500).  The loan value on any date is 95%
of the Cash  Surrender  Value on that date. The amount of a loan may not be more
than the loan value.

Subject to the preceding  paragraph,  you may borrow additional money after your
initial loan. If you request an additional  loan, the amounts of any outstanding
loan and loan interest will be added to the additional amount requested and will
be  considered  a request  for a new loan for the total  amount for  purposes of
determining  the amount you may borrow.  Any amount that  secures a loan remains
part of your Policy Account but is transferred  from your value in the divisions
of the Separate account to your Loaned Policy Account.

HOW TO REQUEST A LOAN. You may request a loan by contacting  our  Administrative
Office. You may tell us how much of the loan you want taken from your amounts in
each investment  division of the Separate Account.  If you request a loan from a
division of the Separate Account,  we will redeem units sufficient to cover that
part of the loan and  transfer  the amount to your Loaned  Policy  Account.  The
amounts you have in each  division will be determined as of the day your request
for a loan is received at our Administrative Office.

Unless  you  indicate  how you wish to  allocate  the  loan,  the  loan  will be
allocated  based on the  proportions  that your  values in each  division of the
Separate  Account bear to your total value in the divisions.  The loan will also
be allocated this way if it cannot be allocated as you indicate.

POLICY LOAN INTEREST. Interest on a loan accrues daily, at a maximum annual rate
of 4%. However,  the interest you earn on your Loaned Policy Account, in effect,
either  partially  or fully  offsets the interest you are charged for your loan.
Your  policy  can lapse if the unpaid  portion  of any amount you have  borrowed
under a policy plus any unpaid loan interest exceeds the Cash Surrender Value of
your policy.  See "Your Policy Can Lapse".  Generally,  interest on a loan under
the policy will not be deductible for Federal income tax purposes.

                                       14
<PAGE>


INTEREST ON YOUR LOANED POLICY ACCOUNT.  We pay a declared  interest rate on all
amounts set aside in your  Loaned  Policy  Account.  Interest on amounts in your
Loaned Policy Account is earned daily at an annual rate that equals the declared
rate for each policy year.  At the time we issue a policy and before each policy
anniversary,  we  determine  the rates that will apply to such  amounts  for the
following policy year.

o  FOR UP TO A CERTAIN AMOUNT OF YOUR LOANED POLICY ACCOUNT, we will declare the
   same  interest rate we are then  charging for policy  loans.  In effect,  the
   interest  we declare on this  amount  will  offset  the  interest  charge for
   borrowing this amount.  We will  redetermine this amount each time a new loan
   or partial  repayment  is made and on each  policy  anniversary.  The maximum
   amount for this purpose is the lesser of:

   o  50% of the amount in your Policy Account; or

   o  the  portion  of your Cash  Surrender  Value in excess of 85% of the total
      premiums paid under your policy.

o  FOR THE BALANCE OF YOUR LOANED POLICY  ACCOUNT,  we will declare a rate which
   equals the rate we are then charging for policy loan  interest  reduced by no
   more than 2%.

Interest  credited  on your  Loaned  Policy  Account is  allocated  each  policy
anniversary  or upon full repayment of the loan to the divisions of the Separate
Account  based on the  proportion  that  your  values  in each  division  of the
Separate Account bear to your total value in the divisions.

EXAMPLE:  Assume  that you  purchase  a policy  for a male age 35 for an initial
premium of $20,000.  As illustrated in Part 5, assuming an 8% hypothetical gross
investment return,  your policy would have a Cash Surrender Value of $19,909 and
a Policy  Account  value of $21,109 at the beginning of your second policy year.
On your first policy  anniversary  you could borrow a maximum of $18,914.  Up to
$2,909 of this amount could be borrowed  with the  interest  charged on the loan
being offset by the interest declared on your Loaned Policy Account.

These amounts are derived as follows:

o  First,  to determine the maximum amount you could borrow,  multiply your Cash
   Surrender Value by 95% ($19,909 times 95% equals $18,914).

o  Then,  to  determine  the  amount you could  borrow  for which loan  interest
   charged would be fully offset by interest declared,  take the less of (i) 50%
   of the value of your Policy Account (50% of $21,109 equals $10,554),  or (ii)
   the  portion of your Cash  Surrender  Value in excess of 85% of the  premiums
   paid under your policy ($19,909 less $17,000 [which is 85% of $20,000] equals
   $2,909).

WHEN INTEREST IS DUE. Interest is due on each policy  anniversary.  If it is not
paid when due, it will be added to your  outstanding loan and allocated based on
the proportion that your value in each division of the Separate Account bears to
your total value in the divisions.  This means an additional loan is made to pay
the  interest  and amounts are  withdrawn  from the  divisions  of the  Separate
Account and transferred to your Loaned Policy Account.

REPAYING THE LOAN.  You may repay all or part of a policy loan at any time while
your policy is in force.  While you have a policy loan, we assume that any money
you send us is meant to repay the loan.  Any of these  payments you wish to have
applied  as premium  payments  will be  subject  to our  normal  procedures  for
additional premiums. See "Premiums".

You may choose how you want us to allocate any repayments. If you do not provide
specific instructions, repayments will be allocated on the basis of your premium
allocation percentages then in effect.

                                       15
<PAGE>


THE EFFECTS OF A POLICY  LOAN.  A loan against your policy will have a permanent
effect on the value of your Policy  Account  and,  therefore,  on the  Insurance
Benefit under this policy,  even if the loan is repaid.  When you borrow on your
policy, the loan amount will not be available for investment in the divisions of
our Separate  Account.  Whether you earn more or less because of this depends on
the investment experience of the divisions of the Separate Account and the rates
declared for the amount in your Loaned Policy Account.

OTHER POLICY ACCOUNT TRANSACTIONS

CHANGING YOUR PREMIUM ALLOCATIONS. You may change the allocation percentages for
any  additional  premium  payments by writing to our  Administrative  Office and
indicating the changes you wish to make. These changes will go into effect as of
the date your request is received at our  Administrative  Office and will affect
transactions on and after that date.

TRANSFERS  AMONG  INVESTMENT  CHOICES.  You  may  transfer  amounts  among  your
investment  choices by contacting our  Administrative  Office. You may request a
transfer  of amounts  from any  division  of the  Separate  Account to any other
division of the Separate  Account.  Currently,  you may make  transfers  without
charge.  However, we may impose a transfer charge in the future. See "Charges --
Transfer Charge".

A transfer will take effect as of the date we receive your request.  The minimum
amount  which  may be  transferred  on any date  will be shown on page 3 of your
policy when it is issued,  and is usually $500.  This minimum need not come from
any one  division  or be  transferred  to any one  division as long as the total
amount  transferred that day equals the minimum.  However,  we will transfer the
entire  amount in any division of the  Separate  Account even if it is less than
the minimum specified in your policy. If you transfer the entire amount out of a
division  of the  Separate  Account,  that  division  will become  inactive  for
purposes of allocations  of any additional  premiums you pay. See "Changing Your
Premium  Allocations",  above,  for the  procedure to be followed if you want to
allocate additional premiums to an inactive division.

SURRENDERING  YOUR POLICY FOR CASH.  The Cash  Surrender  Value is the amount in
your Policy Account minus any unpaid cost of insurance charges and the surrender
charge described under "Charges -- Surrender Charge".

You may surrender your policy for its Net Cash Surrender Value at any time while
the insured person is living.  You may do this by sending a written  request and
the policy to our Administrative Office. The Net Cash Surrender Value equals the
Cash  Surrender  Value minus any  outstanding  loan and loan  interest.  We will
compute the Net Cash Surrender  Value as of the date we receive your request and
the policy at our  Administrative  Office, and all insurance coverage under your
policy will end on that date. As to the tax  consequences of  surrendering  your
policy, see "Tax Effects" in Part 4.

YOUR RIGHT TO EXAMINE THE POLICY

You have a right to examine the policy.  If for any reason you are not satisfied
with it, you may cancel the policy within 10 days after your receive it. You may
cancel  the policy by sending  it to our  Administrative  Office  with a written
request to cancel. Insurance coverage ends when you send your request.

Your  request to cancel  this policy  must be  postmarked  no later than 10 days
after you receive the policy. If you cancel the policy, we will refund an amount
equal to the premiums that you paid.

YOUR RIGHT TO EXCHANGE THE POLICY

You may exchange this policy for a permanent fixed benefit life insurance policy
on the life of the insured. You have this right for 24 months from Issue Date of
your policy.  The new policy will be our Flexible Premium  Adjustable Life Plan.
You may review a copy of this policy on request.

                                       16
<PAGE>


The exchange will be effective when we receive your request, accompanied by your
policy and an application  for the new policy.  However,  before the exchange is
effective,  any  outstanding  loan must be repaid,  along with any accrued  loan
interest.

We will not  require  evidence of the insured  person's  insurability  before an
exchange.  The new policy will have the same Issue Date,  Issue Age,  and policy
anniversary as your SP-Flex  policy.  The face amount of insurance under the new
policy will equal the initial Insurance Benefit under the SP-Flex policy.

On the effective date of the exchange,  the entire amount in your SP-Flex Policy
Account  will be  transferred  to your  Policy  Account  under  the new  policy.
However, if required for the new policy to qualify as life insurance for Federal
income tax purposes,  a portion of the amount in your SP-Flex Policy Account may
be returned to you. We suggest  that you or your tax adviser  consult with us in
advance as to the  portion,  if any,  of any such  distribution  which  would be
subject to Federal income tax.

YOUR POLICY CAN LAPSE

Your  policy  can lapse if the unpaid  portion  of any amount you have  borrowed
under  your  policy  plus any unpaid  loan  interest  is  greater  than the Cash
Surrender  Value of your policy.  Also, your policy could lapse if the deduction
for the cost of insurance charge exceeds your policy's Net Cash Surrender Value.
See "Charges -- Policy Account Charges".

When a loan plus loan interest  first exceeds the Cash  Surrender  Value we will
mail you and any assignee of record, at last known addresses,  a notice that the
policy will  terminate if such excess  amount is not repaid within 61 days after
we mail the notice.  If we receive  payment of this amount before the end of the
61-day  period,  the  amount  received  will  first be used to pay  unpaid  loan
interest.  Any  balance  will be applied  towards  repayment  of your loan.  Any
remaining balance of your payment will be returned to you.

If the cost of insurance  deduction made at the end of a policy year exceeds the
Net Cash Surrender Value of the policy,  we will mail to you and any assignee of
record, at last known addresses,  a notice that the policy will terminate if you
do not, within 61 days after we mailed the notice,  make a premium payment equal
to (i) the amount of such  excess  plus $25,  and (ii) 25% of the  amount  which
would be deducted on the next policy  anniversary  for annual cost of  insurance
charges assuming the same Policy Account value existed as at the end of the most
recent policy year.  The amount of this payment will be treated as an additional
premium  payment,  except  that we will  not  require  evidence  of the  insured
person's  insurability nor will we impose any timing, amount or age limitations.
Any payment in excess of the amount required will be returned to you.

If we do not receive a required  payment  within the 61-day  period,  you policy
will lapse without value. A policy which lapses will not be reinstated.  We will
inform you and any assignee, at last known addresses, that your policy has ended
without value. If your policy lapses during the surrender charge period you will
incur a surrender  charge.  See  "Charges --  Surrender  Charge".  As to the tax
consequences  of  allowing  your  policy to lapse,  see "Tax  Effects  -- Policy
Proceeds" in Part 4.

If the insured person dies during the 61-day  period,  we will pay the Insurance
Benefit to the beneficiary, minus any outstanding loan and loan interest and any
unpaid cost of insurance deduction through the date of death.

POLICY PERIODS, ANNIVERSARIES, DATES AND AGES

We measure policy years and policy anniversaries from the Register Date shown on
page 3 of your policy when it is issued. The Issue Date, shown on page 3 of your
policy,  is the date your policy is actually  issued.  Except for any portion of
the Insurance Benefit  attributable to an additional premium (see "Limits On Our
Right To Challenge The Policy"), contestability is measured from the Issue Date,
as is the suicide exclusion.

                                       17
<PAGE>


If the initial premium is received before the Issue Date of the policy,  amounts
allocated to the Policy Account will become subject to charges and begin to vary
with the  investment  experience of the divisions of the Separate  Account as of
the Register Date.  The time between the  submission of an  application  and the
Register Date will vary,  depending on the underwriting  and other  requirements
for issuing a particular policy.

If the initial  premium is received after the Issue Date, the Register Date will
be the same as the  Issue  Date  and the  initial  premium  will be put into the
Policy Account,  become subject to charges and begin to vary with the investment
experience of the divisions of the Separate Account as of the date we receive it
at our Administrative Office.

As to when insurance coverage under SP-Flex starts, see "Insurance Benefit".

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 policy year.

LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY

We can  challenge  the  validity  of your  insurance  policy  based on  material
misstatements in the application.  However,  there are 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.
   (Some states may require that we measure this time in some other way.)

o  We cannot challenge any increase in the Insurance Benefit  attributable to an
   additional premium after the increase has been in effect for two years during
   the insured person's lifetime.

If the insured person dies within the time that we may challenge the validity of
the  policy  or  increase,  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
Insurance  Benefit will be that calculated using the appropriate  factor for the
insured person's correct age and sex. See "Insurance Benefit".

If the insured person  commits  suicide within two years after the date on which
the policy was issued, the Insurance Benefit paid will be limited to the initial
premium minus the amount of any  outstanding  policy loan and loan interest.  If
the insured  person  commits  suicide within two years after the date we receive
any  additional  premium  for  the  policy  at our  Administrative  Office,  the
Insurance Benefit paid as a result of such additional premium will be limited to
such premium minus the amount of any outstanding policy loan and loan interest.

ADDITIONAL INFORMATION ABOUT SP-FLEX

WHEN WE PAY PROCEEDS.  We will pay the Insurance  Benefit (net of indebtedness),
Net Cash Surrender Value or loan proceeds within seven days after we receive the
required form or request (and other  documents  that may be required for payment
of the Insurance Benefit) at our Administrative Office. The Insurance Benefit is
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 investment divisions of
our  Separate  Account.  We pay  interest  from the date of death to the date of
payment.  If an Equitable agent helps the beneficiary of a policy to prepare the
documents that are required for payment of the Insurance  Benefit,  we will send
the  check to the  agent  within  seven  days  after  we  receive  the  required
documents. The agent will deliver the check to the beneficiary.

We may, however, delay payment if:

o  We contest the policy; or

                                       18
<PAGE>


o  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
   Securities and Exchange  Commission,  or because the SEC has declared that an
   emergency exists.

We may also request the SEC to permit us to extend the seven day payment  period
for the protection of our policyowners.

YOUR PAYMENT  OPTIONS.  The Insurance  Benefit (net of  indebtedness) or the Net
Cash  Surrender  Value may be paid 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 investment division of our Separate
Account. Instead, interest accrues pursuant to the options chosen. If you do not
arrange for a specific  form of payment  before the  insured  person  dies,  the
beneficiary will have this choice.  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. Payment options will also be subject to our rules
at the time of selection.  Currently,  these alternate  payment options are only
available  if the proceeds  applied are $2500 or more and any  periodic  payment
will be at least $25.

You have the following payment options:

o  DEPOSIT  OPTION:  The money will stay on deposit with us for a period  agreed
   upon. You will receive interest on the money at a declared interest rate.

o  INSTALLMENT PAYMENT OPTIONS: There are two ways that we pay installments:

      FIXED PERIOD:  We will pay the amount applied in equal  installments  plus
      applicable interest, for a specific number of years (not more than 30).

      FIXED  AMOUNT:  We will pay the sum in  installments  in an amount  agreed
      upon.  We will  pay the  installments  until we pay the  original  amount,
      together with any interest earned.

o  MONTHLY LIFE INCOME OPTION: We will pay the money as monthly income for life.
   You may choose any one of three ways to receive the income: We will guarantee
   payments for at least 10 years (called "10 Years Certain"); at least 20 years
   (called "20 Years Certain"); or until the payments we make equal the original
   sum (called "Refund Certain").

o  OTHER:  You may ask us to apply  the  money  under  any  option  that we make
   available at the time the Insurance Benefit (net of indebtedness) or Net Cash
   Surrender Value is paid.

We guarantee  interest  under the Deposit  Option at the rate of 3% a year,  and
under either  Installment  Option at 3-1/2% a year.  We may also allow  interest
under the Deposit Option and under either  Installment  Option at a rate that is
above the guaranteed rate.

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 of the payment
options, 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  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.

                                       19
<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).  Any  amounts  that we pay under the  payment
options will not be subject to the claims of creditors or to legal  process,  to
the extent that the law provides.

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 sending a written notice
to our  Administrative  Office. The change will take effect on the date you sign
the notice,  but will not apply to any  payment we make or other  action we take
before we receive  the  notice.  If no  beneficiary  is living  when the insured
person dies,  we will pay the  Insurance  Benefit in equal shares to the insured
person's surviving children. If there are no surviving children, we will pay the
Insurance Benefit to the insured person's estate.

ASSIGNING YOUR POLICY.  You may assign  (transfer) your rights in this policy to
someone else as  collateral  for a loan or for some other  reason.  If you do, a
copy of the assignment must be forwarded to our  Administrative  Office.  We are
not  responsible for any payment we make or any action we take before we receive
notice of the  assignment  or for the  validity of the  assignment.  An absolute
assignment is a change of ownership.

EMPLOYEE BENEFIT PLANS. 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  SP-Flex  in  connection  with  an  employment-related
insurance or benefit  plan.  The United  States  Supreme  Court held,  in a 1983
decision,  that,  under Title VII,  optional  annuity  benefits under a deferred
compensation plan could not vary on the basis of sex.

OUR REPORTS TO POLICYOWNERS.  Shortly after the end of each policy year you will
receive a report indicating the current  Insurance Benefit for your policy,  the
value of your  Policy  Account,  information  about  divisions  of the  Separate
Account,  the Cash Surrender Value of your policy, the amount of any outstanding
policy  loans,  the amount of any interest owed on the loan and the current loan
interest  rate.  We will also  send you  semi-annual  and  annual  reports  with
financial information on the Separate Account and the Trust, including a list of
the investments held by each portfolio.

In addition, the report will also contain any other information that is required
by the insurance supervisory official in the jurisdiction in which the insurance
policy is delivered.

Notices  will be  sent  to you  for  transfers  of  amounts  between  investment
divisions and certain other policy transactions.

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

                                       20
<PAGE>


PART 4:  ADDITIONAL INFORMATION

TAX EFFECTS

POLICY  PROCEEDS.  The  Deficit  Reduction  Act of 1984  (1984  Act)  includes a
definition of life insurance for tax purposes.  SP-Flex meets this definition of
life  insurance  and  receives the same  Federal  income tax  treatment as fixed
benefit life insurance. Thus:

o  the Insurance  Benefit under SP-Flex will be excludable from the gross income
   of the  beneficiary  under  Section  101(a)(1) of the  Internal  Revenue Code
   (Code) and

o  the policyowner  will not be considered to have received any increases in the
   Policy Account due to interest or investment  experience  before a surrender,
   maturity or lapse of the policy.

If you surrender  your policy or if it lapses or matures,  you will not be taxed
on the amount you  receive,  except for that  portion  that,  together  with any
unpaid loan and loan interest, exceeds the premiums you have paid.

For you and your  beneficiary  to receive the above tax  treatment,  your policy
must  initially  qualify  and  continue  to  qualify  as  life  insurance  under
applicable tax law. To make sure that the policy  continues to qualify,  we have
reserved  in the  policy  the  right to  decline  to accept  additional  premium
payments that would cause your policy to fail to qualify as life insurance under
applicable  tax law.  We may also make  changes  in the  policy  (such as to the
factors used to  determine  the  Insurance  Benefit) or make  payments  from the
policy to the extent we deem necessary to qualify your policy as life insurance.
Any such change will apply uniformly to all policies that are affected. You will
be given advance written notice of such changes.

The 1984 Act also gives the Secretary of the Treasury authority to set standards
for  diversification  of the  investments  underlying  variable  life  insurance
policies  in  order  for such  policies  to be  treated  as life  insurance.  On
September  15,  1986,  Treasury  issued  temporary   regulations  regarding  the
diversification requirements. Failure to meet these diversification requirements
would disqualify  SP-Flex as a variable life insurance policy under Section 7702
of the Code.  If this were to  occur,  you would be taxed on the  amount in your
Policy  Account that  exceeds the  premiums  you have paid.  We believe that the
investments  underlying  SP-Flex are in compliance with the requirements.  We do
not  anticipate  any  problems  with  the  investments  continuing  to meet  the
requirements.

You will not be taxed on amounts  transferred  among  investment  choices within
your Policy Account. We also believe that loans received under the policies will
be  treated as  indebtedness  of the  policyowner,  and that no part of any loan
under a policy  will  constitute  income to the owner.  Generally,  interest  on
policy loans under SP-Flex policies will not be deductible.

The Insurance  Benefit under SP-Flex will  generally be includable in the estate
of the  insured  for  purposes  of Federal  estate  tax.  Federal  estate tax is
integrated  with Federal gift tax under a unified  gift rate  schedule.  Federal
estate tax is imposed on  distributions at graduated rates from 37% to 55% (with
the maximum rate applying to distributions in excess of $3,000,000). In general,
estates  not in excess of  $600,000  are exempt  from  Federal  estate  tax.  In
addition,  an  unlimited  marital  deduction  applies  for  Federal  estate  tax
purposes.

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 tax as well as state and local estate,  inheritance  and other taxes.  We
suggest you consult your tax adviser.

See the  prospectus  for the Trust for a discussion  of the Trust's tax aspects,
including the diversification requirements.

                                       21
<PAGE>


PENSION AND  PROFIT-SHARING  PLANS. If SP-Flex policies are purchased by a trust
which forms part of a pension or  profit-sharing  plan  qualified  under Section
401(a) 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. We suggest you consult your legal or tax adviser.

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  as an  addition  to wages  and  salaries  on the Form W-2
furnished by the employer who is maintaining the plan.

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  Insurance
Benefit  over the value of the  Policy  Account  will not be  subject to Federal
income  tax.  However,  the value of the Policy  Account  will 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  include  the costs of  insurance
previously  reported on the  participant's  Form W-2. 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 amount 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.  We suggest  you  consult  your legal or tax  adviser  prior to
purchase of this policy by a pension or profit-sharing plan.

OUR INCOME TAXES.  Under the life insurance  company tax provisions of the Code,
as  amended  by the 1984 Act,  variable  life  insurance  is treated in a manner
consistent with fixed life insurance. The operations of our Separate Account are
included in our Federal income tax return and we pay no tax on investment income
and  capital  gains  reflected  in  variable  life  insurance  policy  reserves.
Therefore,  no charge is  currently  being made to any  division of the Separate
Account  for our income  taxes.  We reserve the right,  however,  to make such a
charge  in the  future,  if we incur  income  tax which is  attributable  to the
Separate Account. If such a charge is made, it would be set aside as a provision
for  taxes  which we would  keep in the  affected  division  rather  than in our
General Account. We anticipate that our SP-Flex  policyowners would benefit from
any investment earnings that are not needed to maintain this provision.

We may have to pay state and local taxes (in addition to applicable  taxes based
on premiums) in several states. At present, these taxes are not substantial.  If
they  increase,  however,  charges  may be made for  such  taxes  when  they are
attributable to the Separate Account.

TAX REFORM.  On October 22, 1986, the President  signed into law a comprehensive
Federal income tax reform bill. The new law would not directly  affect the taxes
paid by life insurance  companies,  such as Equitable Variable as they relate to
the Separate Account,  nor would it alter the general favorable tax treatment of
life insurance policies described in this prospectus.

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 you  surrender
the  policy or if it  matures.  If you do not wish tax to be  withheld  from the
payment,  or if enough is not withheld,  you may have to pay tax later.  You may
also have to pay penalties under the tax rules if your withholding and estimated
tax  payments are  insufficient.  You may,  therefore,  want to consult your tax
adviser.

                                       22
<PAGE>


YOUR VOTING PRIVILEGES

TRUST VOTING PRIVILEGES.  As explained in Part 2, the assets in the divisions of
the Separate Account are invested in shares of the  corresponding  portfolios of
the Trust. Equitable Variable is the legal owner of the shares and, as such, has
the right to vote on certain matters at any meeting of the Trust's  shareholders
that may be held.  Among other things,  we may vote on any matters  described in
the Trust's  prospectus or requiring a vote by shareholders under the Investment
Company Act of 1940.

Even though we own the shares,  you will have the  opportunity to tell us how to
vote the number of shares that can be  allocated  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 also  vote any Trust  shares  that we are  entitled  to vote
directly due to amounts we have  accumulated in our Separate Account in the same
proportions that all policyowners vote, including those who participate in other
separate  accounts.  See "Voting  Privileges Of Others",  below.  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 in which your assets have been invested.
The number of Trust shares in each division that is  attributable to your policy
is  determined by dividing the amount in your Policy  Account  allocated to that
division  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. Fractional shares are counted.

EXAMPLE:  Assume  that your Policy  Account has a value of $20,000,  with 50% of
this  amount  being  attributable  to the Common  Stock  Division  and 50% being
attributable to the Money Market Division,  giving you $10,000 in each division.
Assume  that the net  asset  value  of one  share in the  Trust's  Common  Stock
Portfolio  is $150 and the net  asset  value of one share in the  Trust's  Money
Market  Portfolio is $100. If you divide the $10,000 in each division by the net
asset value of one share,  you have the right to instruct  us  regarding  66-2/3
shares  for the  Common  Stock  Division  and 100  shares  for the Money  Market
Division.

If you have a voting  interest,  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.

HOW TRUST SHARES ARE VOTED. All Trust shares are entitled to one vote. The votes
of all  divisions  are cast  together on an aggregate  basis,  except on matters
where the  interests of the  portfolios  differ.  In such cases,  voting is on a
portfolio-by-portfolio  basis. In these cases,  the approval of the shareholders
in one portfolio is not needed in order to make a decision in another portfolio.
Examples of matters that would require a portfolio-by-portfolio vote are changes
in the fundamental investment policy of a particular portfolio or approval of an
investment  advisory  agreement.  Shareholders  in a portfolio not affected by a
particular matter generally would not be entitled to vote on it.

                                       23
<PAGE>


VOTING PRIVILEGES OF OTHERS.  Currently,  we control the Trust. Trust shares may
be held by other separate  accounts of ours or by separate accounts of insurance
companies  affiliated or  unaffiliated  with us.  Shares held by these  separate
accounts will probably be voted  according to the  instructions of the owners of
insurance policies and contracts issued by those insurance companies.  This will
dilute the  effect of the  voting  instructions  of the  owners of  SP-Flex.  In
addition,  because the Separate  Account also invests  premiums  relating to our
flexible premium life insurance policy, the voting instructions of the owners of
SP-Flex will be further  diluted.  We do not foresee any  disadvantages to this.
Nevertheless,  the Trust's  Board of Trustees  will  monitor  events to identify
conflicts that may arise and determine appropriate action. If we think any Trust
action is insufficient,  we will see that appropriate action is taken to protect
our policyowners.

SEPARATE ACCOUNT VOTING  PRIVILEGES.  Under the Investment  Company Act of 1940,
certain  actions  (such as some of those  described  below  under  "Our Right To
Change How We Operate") may require policyowner approval. In that case, you will
be  entitled  to one vote for  every  $100 of value  you have in the  investment
divisions of our Separate Account. We will cast votes attributable to amounts we
have in the investment divisions of our Separate Account in the same proportions
as votes cast by policyowners.

SPECIAL ISSUE PROGRAMS

The terms under which  SP-Flex  policies are issued may vary.  For  example,  an
employer may purchase a number of policies with certain of its  employees  being
designated  as  insured  persons  under  the  policies  or  an  association  may
facilitate the solicitation of its members for the purchase of policies by them.

PURPOSE.  If  special  circumstances  result  in a  reduction  in our  sales and
administrative  expenses or our insurance risks relating to purchases of SP-Flex
policies, we may recognize the reduction by varying the terms of the policies to
be issued.

GUIDELINES. The terms of the policies will vary only in accordance with rules we
have in effect as of the date the  applications  for the policies are  approved.
The  rules,  and  any  related  actions,  shall  be  reasonable,  fair  and  not
discriminatory to the interests of all other SP-Flex policyowners. We may modify
these rules from time to time.

OUR RIGHT TO CHANGE HOW WE OPERATE

In addition to changing  or adding  investment  companies,  we have the right to
modify  how we or our  Separate  Account  operate.  We  intend  to  comply  with
applicable law in making any changes and, if necessary, we will seek policyowner
approval.  If  required  by law or  regulation,  the  investment  policy  of the
Separate Account will not be changed without the approval of the  Superintendent
of Insurance of the State of New York. We have the right to:

o  add  investment  divisions  to,  or remove  investment  divisions  from,  the
   Separate Account,  combine two or more divisions within the Separate Account,
   or withdraw assets  relating to SP-Flex from one investment  division and put
   them into another;

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

o  operate our 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
   Investment Company Act of 1940);

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

                                       24
<PAGE>


o  operate the  Separate  Account or one or more of the  divisions  in any other
   form  the  law  allows,  including  a form  that  allows  us to  make  direct
   investments.  The  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 division, you will be notified, as required by law. We may, for
example, cause the division 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  division  to another
division of the Separate  Account,  you may do so, without charge, by writing to
our Administrative  Office. At the same time, you may also change how any future
net premiums will be allocated.

SALES AND OTHER AGREEMENTS

Equitable   Variable  and  Integrity  Life  Insurance  Company,  a  wholly-owned
subsidiary of Equitable,  are the principal  underwriters  for the Trust under a
Distribution  Agreement.  Under that  Agreement,  we have  entered  into a Sales
Agreement with Equitable by which Equitable will distribute our policies.

Both  Equitable   Variable  and  Equitable  are  registered   with  the  SEC  as
broker-dealers under the Securities Exchange Act of 1934 and we are each members
of the  National  Association  of  Securities  Dealers,  Inc.  We are  also  the
principal  underwriter for our policies  funded through our Separate  Account FP
and our other policies  funded  through our Separate  Account I, which is also a
registered  investment  company.  Equitable  may also be  considered a principal
underwriter.

AGENTS ARE PAID SALES  COMMISSIONS.  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 Equitable.

Under the Sales  Agreement,  the agent who sells you this policy  receives sales
commissions from Equitable.  Equitable Variable  reimburses  Equitable for these
commissions.  We  also  reimburse  Equitable  for  other  expenses  incurred  in
marketing  and  selling  our  policies,  such as agency and  district  managers'
compensation,  agents' training  allowances,  deferred  compensation,  insurance
benefits of agents and agency and  district  managers,  and agency  clerical and
advertising expenses.

Agents may receive a commission equal to a maximum of 3% of the premiums paid on
a policy.  Agents with less than three full years of service with  Equitable may
be paid differently.

BROKERS ARE PAID  COMMISSIONS.  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 Equitable or of
another company registered with the SEC as a broker-dealer  under the Securities
Exchange Act of 1934. The commissions  for  independent  brokers will be no more
than  those  for  agents.  Commissions  will  be  paid  through  the  registered
broker-dealer.

APPLICATIONS.  When an application  for one of our policies is completed,  it is
submitted to us. We make the decision to issue a policy 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.

OUR JOINT SERVICE AGREEMENT WITH EQUITABLE. In addition to acting as distributor
for our policies,  Equitable  performs  certain  other sales and  administrative
duties  for us.  Equitable  does  this  pursuant  to a  written  agreement.  The
agreement is automatically renewed each year, unless either party terminates.

                                       25
<PAGE>


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 or accrued to
Equitable by us under sales and joint services agreements totalled approximately
$249.4 million in 1986, $225.7 million in 1985 and $164.8 million in 1984.

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.  As a result, the provisions of this policy
may vary somewhat from jurisdiction to jurisdiction.

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 and that we
are complying with applicable laws and regulations.

We are also subject to various Federal securities laws and regulations.

LEGAL MATTERS

The legal validity of the policy described in this prospectus has been passed on
by Herbert P. Shyer,  who is Executive  Vice  President  and General  Counsel of
Equitable.

The Washington,  D.C., law firm of Freedman,  Levy,  Kroll & Simonds has advised
Equitable   Variable  with  respect  to  certain  matters  relating  to  Federal
securities laws.

LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

FINANCIAL AND ACTUARIAL EXPERTS

The financial  statements of Equitable Variable as of December 31, 1986 and 1985
and for the years then ended,  the financial  statements of the Separate Account
as of December  31, 1986 and for the period then  ended,  and the  Statement  of
Assets and Liabilities of the High Yield Division as of January 1, 1987 included
in this prospectus have been examined by the accounting firm of Deloitte Haskins
& Sells, our independent auditors,  to the extent stated in their opinions,  and
their opinions on the statements are part of this prospectus.  We have relied on
the opinions of Deloitte  Haskins & Sells given upon their  authority as experts
in accounting and auditing.

Actuarial matters in this prospectus have been examined by Joseph O. North, Jr.,
F.S.A.,  M.A.A.A., who is a Vice President and Actuary of Equitable Variable and
a Vice President and Actuary of Equitable.  His 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.

                                       26
<PAGE>


MANAGEMENT

Here is a list of our  directors  and  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>
DIRECTORS

NAME AND PRINCIPAL                 BUSINESS EXPERIENCE
BUSINESS ADDRESS                   WITHIN PAST FIVE YEARS
- ----------------                   ----------------------
<S>                                <C>
Harry Douglas Garber............   Vice Chairman of the Board,  Equitable,  since  February  1984;  prior thereto,
                                   Executive  Vice  President and Chief  Financial  Officer.  Director,  Equitable
                                   Investment  Corporation  (EIC) and  Genesco,  Inc.  Former  Chairman  and Chief
                                   Executive Officer, Equitable Variable.

Glenn Howard Gettier, Jr. ......   Executive  Vice  President  and  Chief  Financial  Officer,   Equitable,  since
                                   December 1984; prior thereto, Partner, Peat, Marwick, Mitchell & Co.

Richard Hampton Jenrette........   Vice Chairman,  Chief  Investment  Officer and Director,  Equitable.  Chairman,
                                   Donaldson,  Lufkin and Jenrette,  Inc.,  since  February  1985;  prior thereto,
                                   Chairman and Chief Executive  Officer.  Director,  Equitable Capital Management
                                   Corporation (Equitable Capital) and various other Equitable subsidiaries.

William Thomas McCaffrey........   Executive Vice President,  Equitable,  since March 1986; prior thereto, various
                                   other Equitable positions.

Francis Helmut Schott...........   Senior Vice President and Chief Economist, Equitable.

Leo Martin Walsh, Jr. ..........   Senior  Executive  Vice  President,   Director  and  Chief  Operating  Officer,
                                   Equitable, since July 1986; prior thereto,  Executive Vice President,  Director
                                   and Chief Investment  Officer.  Chairman,  EIC, since July 1986; prior thereto,
                                   President and Chief Executive Officer. Director,  Equitable Capital and various
                                   other Equitable subsidiaries.

Peter Rawlinson Wilde...........   Executive Vice President,  Equitable, since July 1984. Director, Integrity Life
                                   Insurance  Company  (Integrity) and National  Integrity Life Insurance  Company
                                   (National   Integrity).   Chairman  and  Chief  Executive  Officer,   Equitable
                                   Variable,  from November 1984 to December 1986. Chief Financial Officer,  CIGNA
                                   Corporation,  from  April  1983  to  June  1984;  prior  thereto,  Senior  Vice
                                   President.

Brian Fredrick Wruble...........   Chairman,  President and Chief Executive Officer,  Equitable Capital. Executive
                                   Vice President,  Equitable,  since September 1984; prior thereto, various other
                                   Equitable positions.
</TABLE>

                                       27
<PAGE>


<TABLE>
<CAPTION>
OFFICER -- DIRECTORS

NAME AND PRINCIPAL                 BUSINESS EXPERIENCE
BUSINESS ADDRESS                   WITHIN PAST FIVE YEARS
- ----------------                   ----------------------
<S>                                <C>
Robert Wayne Barth..............   Chairman and Chief Executive Officer,  Equitable Variable, since December 1986;
                                   President and Chief  Operating  Officer,  from December 1985 to December  1986.
                                   Executive Vice  President,  Equitable,  since June 1985;  Senior Vice President
                                   since September 1984; prior thereto, Vice President since April 1984.

Thomas Michael Kirwan...........   President and Chief  Operating  Officer,  Equitable  Variable,  since  December
                                   1986.  Executive Vice President and Chief Financial  Officer,  EIC, since March
                                   1985;  prior  thereto,  President,   Columbia  Group  --  CBS,  Inc.  Director,
                                   Equitable Capital and various other Equitable subsidiaries.

Robert Seymour Jones............   Senior Vice President,  Equitable  Variable,  since February 1986.  Senior Vice
                                   President, Equitable, since June 1985; prior thereto, Vice President.

Michael Searle Martin...........   Senior Vice President,  Equitable  Variable,  since February 1986.  Senior Vice
                                   President, Equitable, since June 1985; prior thereto, Vice President.

Stanley Julian Rispler..........   Senior Vice President,  Equitable  Variable,  since February 1986.  Senior Vice
                                   President, Equitable, since October 1984; prior thereto, Vice President.

Samuel Barry Shlesinger.........   Senior Vice  President and Actuary,  Equitable  Variable,  since February 1986.
                                   Senior Vice President and Actuary,  Equitable;  prior  thereto,  Vice President
                                   and Actuary.
</TABLE>

                                       28
<PAGE>


<TABLE>
<CAPTION>
OFFICERS

NAME AND PRINCIPAL                 BUSINESS EXPERIENCE
BUSINESS ADDRESS                   WITHIN PAST FIVE YEARS
- ----------------                   ----------------------
<S>                                <C>
James Thomas Liddle, Jr. .......   Senior Vice President and Chief Financial Officer,  Equitable  Variable,  since
                                   February 1986. Vice President and Actuary, Equitable.

Richard Marshall Stenson........   Senior Vice President,  Equitable  Variable,  since December 1981.  Senior Vice
                                   President,  Equitable,  since October 1984;  prior thereto,  Vice President and
                                   Actuary. Actuary, Integrity.

William Arnold Canfield.........   Vice  President  and  Chief  Underwriting  Officer,  Equitable  Variable.  Vice
2 Penn Plaza                       President, Equitable.
New York, New York 10121

Franklin Kennedy, III...........   Vice President,  Equitable Variable,  since August 1981. Senior Vice President,
1221 Avenue of the Americas        Equitable  Capital since January 1987.  Managing  Director and Chief Investment
New York, New York 10020           Officer,  Equitable Investment  Management  Corporation,  from November 1983 to
                                   January 1987. Vice President, Equitable.

Donald Anthony King.............   Vice  President,  Equitable  Variable,  since  February 1986.  Vice  President,
1285 Avenue of the Americas        Integrity,  since April 1984.  Vice President,  Equitable,  since January 1976.
New York, New York 10020           Executive Vice President, Equitable Capital.

Joseph Oswell North, Jr. .......   Vice President and Actuary,  Equitable  Variable,  since  February  1984.  Vice
2 Penn Plaza                       President and Actuary,  Equitable, since October 1984; prior thereto, Assistant
New York, New York 10121           Vice President and Actuary, since April 1982.

Stephen Anthony Scarpati........   Vice  President  and  Controller,  Equitable  Variable,  since June 1986.  Vice
2 Penn Plaza                       President,  Equitable, since December 1985. Vice President and Controller, EIC,
New York, New York 10121           from  November  1984 to December  1985;  prior  thereto,  Division  Controller,
                                   Colgate-Palmolive Company.

Larry Kenneth Mills.............   Treasurer,   Equitable  Variable,   Integrity  and  National  Integrity,  since
                                   February  1986.  Vice  President and  Treasurer,  Equitable,  since March 1986;
                                   prior thereto, Vice President.

Theodore Edward Plucinski, M.D..   Chief Medical Director,  Equitable Variable,  Integrity and National Integrity.
2 Penn Plaza                       Chief Medical Director,  Equitable,  since September 1985; prior thereto, Chief
New York, New York 10121           Medical Director, MONY.

Kevin Brian Keefe................  Secretary,  Equitable  Variable,  Integrity,  National Integrity and The Hudson
                                   River Trust.  Vice  President and Assistant  Secretary,  Equitable,  since June
                                   1986; prior thereto, Assistant Vice President and Assistant Secretary.
</TABLE>

                                       29
<PAGE>


PART 5:  ILLUSTRATIONS OF INSURANCE BENEFIT, POLICY ACCOUNT AND CASH SURRENDER
         VALUES, AND ACCUMULATED PREMIUMS

To help clarify how the key  financial  elements of the policy work, a series of
tables has been prepared.

The tables show how the Insurance  Benefit,  Policy  Account and Cash  Surrender
Values  ("policy  benefits")  could vary over an extended  period of time if the
investment  divisions of our Separate  Account had CONSTANT  hypothetical  gross
annual  investment  returns of 0%, 4%, 8% or 12% over the years  covered by each
table.  The policy  benefits  will  differ from those shown in the tables if the
annual investment returns are not absolutely constant. That is, the figures will
be  different  if the returns  AVERAGED 0%, 4%, 8% or 12% over a period of years
but went above or below those  figures in individual  policy  years.  The policy
benefits  will  also  differ,  depending  on your  premium  allocations  to each
division,  if the overall actual rates of return averaged 0%, 4%, 8% or 12%, but
went above or below those figures for the individual investment  divisions.  The
tables show the policy benefits as they would be as of each policy  anniversary.
The tables are for  standard  risk  males.  (Our Policy  Account  charges do not
differ for non-smokers.) The difference  between the Policy Account and the Cash
Surrender Value is the surrender charge.

The tables  illustrate the Policy Account  charges (policy cost factors) at both
the current  effective  annual rate of 1.80% and the charges that would apply if
the maximum cost of insurance  charges  permitted under the policy were imposed.
See "Charges -- Policy Account  Charges" in Part 3. The amounts shown at the end
of each policy year also  reflect a daily charge  against the  Separate  Account
investment divisions at an effective annual rate of .50%. This charge reflects a
 .40% charge for investment  management  and direct Trust expenses  (estimated at
 .10% of aggregate  average daily net assets).  Using the current rate for Policy
Account charges,  the effect of these  adjustments is that on a 0% gross rate of
return the net rate of return would be -2.275%,  on 4% it would be 1.634%, on 8%
it  would  be  5.544%  and on 12% it  would  be  9.453%.  The  effect  of  these
adjustments  would be greater if the maximum cost of insurance charges permitted
under the policy were imposed. Because of investment management fees higher than
 .40%, if amounts are  allocated to the  Aggressive  Stock,  High Yield or Global
Divisions,  higher  gross rates of returns will be necessary to produce the same
net rates of return. See "The Trust's Investment Adviser" in Part 2.

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.

INDIVIDUAL  ILLUSTRATIONS.  On  request,  we will  furnish  you with  comparable
illustrations  based on the age and sex of the  proposed  insured  person and an
initial premium of your choice.

                       TABLE OF CONTENTS OF ILLUSTRATIONS

Male                   Initial                  Current                  Maximum
 Age                   Premium                  Charges                  Charges
- ----                  --------                  -------                  -------
 10                   $  5,000                  page 31                  page 32
 35                   $ 20,000                  page 33                  page 34
 55                   $100,000                  page 35                  page 36

                                       30
<PAGE>


                                     SP-FLEX

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
             VARIABLE LIFE INSURANCE WITH ADDITIONAL PREMIUM OPTION

INITIAL PREMIUM $5,000                         INITIAL INSURANCE BENEFIT $47,117
                                   MALE AGE 10
                            ASSUMING CURRENT CHARGES

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED  FORMAT IN THE PRINTED  PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

                                             INSURANCE BENEFIT(2)
                                          ASSUMING HYPOTHETICAL GROSS
  END OF                                  ANNUAL INVESTMENT RETURN OF
  POLICY        ACCUMULATED      -----------------------------------------------
   YEAR         PREMIUMS(1)         0%          4%          8%            12%
  ------        -----------      -------     -------     --------     ----------
     1           $ 5,250         $44,542     $46,324     $ 48,106     $   49,888
     2             5,512          42,112      45,549       49,121         52,827
     3             5,788          39,830      44,804       50,176         55,961
     4             6,078          34,910      40,840       47,496         54,934
     5             6,381          33,051      40,213       48,565         58,252

     6             6,700          31,318      39,629       49,701         61,822
     7             7,036          29,701      39,085       50,905         65,665
     8             7,387          28,184      38,573       52,170         69,790
     9             7,757          26,753      38,079       53,483         74,196
    10             8,144          25,397      37,595       54,835         78,889

    11             8,552          24,106      37,112       56,213         83,867
    12             8,979          22,874      36,624       57,608         89,132
    13             9,428          21,696      36,128       59,013         94,688
    14             9,900          20,568      35,620       60,422        100,540
    15            10,395          19,490      35,103       61,834        106,701

    16            10,914          18,458      34,574       63,245        113,179
    17            11,460          17,472      34,037       64,658        119,994
    18            12,033          16,533      33,496       66,078        127,171
    19            12,635          15,640      32,954       67,509        134,737
    20            13,266          14,791      32,412       68,954        142,718

55 (Age 65)       73,178           2,338      20,224      161,235      1,191,919

[THE LEFT-HAND HALF OF THE  ILLUSTRATION  TABLE (ABOVE) AND THE RIGHT-HAND  HALF
(BELOW) APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
             POLICY ACCOUNT(2)                                       CASH SURRENDER VALUE(2)
        ASSUMING HYPOTHETICAL GROSS                                ASSUMING HYPOTHETICAL GROSS
        ANNUAL INVESTMENT RETURN OF                                ANNUAL INVESTMENT RETURN OF
- ----------------------------------------------            ----------------------------------------------
   0%          4%           8%           12%                0%           4%           8%           12%
- ------      -------      -------      --------            ------      -------      -------      --------
<C>         <C>          <C>          <C>                 <C>         <C>          <C>          <C>     
$4,886      % 5,082      $ 5,277      $  5,473            $4,586      $ 4,782      $ 4,977      $  5,173
 4,775        5,165        5,570         5,990             4,525        4,915        5,320         5,740
 4,666        5,249        5,879         6,556             4,466        5,049        5,679         6,356
 4,560        5,335        6,204         7,176             4,410        5,185        6,054         7,026
 4,457        5,422        6,548         7,854             4,357        5,322        6,448         7,754

 4,355        5,511        6,911         8,597             4,305        5,461        6,861         8,547
 4,256        5,601        7,295         9,410             4,256        5,601        7,295         9,410
 4,159        5,692        7,699        10,299             4,159        5,692        7,699        10,299
 4,065        5,785        8,126        11,273             4,065        5,785        8,126        11,273
 3,972        5,880        8,576        12,338             3,972        5,880        8,576        12,338

 3,882        5,976        9,052        13,505             3,882        5,976        9,052        13,505
 3,793        6,074        9,554        14,781             3,793        6,074        9,554        14,781
 3,707        6,173       10,083        16,179             3,707        6,173       10,083        16,179
 3,623        6,274       10,642        17,708             3,623        6,274       10,642        17,708
 3,540        6,376       11,232        19,382             3,540        6,376       11,232        19,382

 3,460        6,481       11,855        21,214             3,460        6,481       11,855        21,214
 3,381        6,587       12,512        23,220             3,381        6,587       12,512        23,220
 3,304        6,694       13,206        25,415             3,304        6,694       13,206        25,415
 3,229        6,804       13,938        27,818             3,229        6,804       13,938        27,818
 3,155        6,915       14,710        30,447             3,155        6,915       14,710        30,447

 1,410       12,195       97,223       718,716             1,410       12,195       97,223       718,716
</TABLE>

[THE FOOTNOTES  BELOW APPLY TO BOTH THE LEFT-HAND AND  RIGHT-HAND  HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.

THE INSURANCE  BENEFIT,  POLICY ACCOUNT AND CASH SURRENDER VALUES WILL DIFFER IF
ADDITIONAL PREMIUMS ARE PAID.

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.  THE INSURANCE
BENEFIT, POLICY ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE INSURANCE  BENEFIT,  POLICY
ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE
SHOWN,  DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS
OF THE  SEPARATE  ACCOUNT  AND  THE  DIFFERENT  RATES  OF  RETURN  OF THE  TRUST
PORTFOLIOS,  IF THE ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED  0%,  4%,  8% OR 12%,  BUT  VARIED  ABOVE OR  BELOW  THAT  AVERAGE  FOR
INDIVIDUAL  DIVISIONS.  NO  REPRESENTATIONS  CAN BE MADE THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.

                                       31
<PAGE>


                                     SP-FLEX

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
             VARIABLE LIFE INSURANCE WITH ADDITIONAL PREMIUM OPTION

INITIAL PREMIUM $5,000                         INITIAL INSURANCE BENEFIT $47,117
                                   MALE AGE 10
                            ASSUMING MAXIMUM CHARGES

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED  FORMAT IN THE PRINTED  PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]


                                             INSURANCE BENEFIT(2)
                                          ASSUMING HYPOTHETICAL GROSS
  END OF                                  ANNUAL INVESTMENT RETURN OF
  POLICY        ACCUMULATED      -----------------------------------------------
   YEAR         PREMIUMS(1)         0%          4%          8%            12%
  ------        -----------      -------     -------     --------     ----------
     1            $ 5,250        $44,540     $46,322     $ 48,104     $   49,886
     2              5,512         42,105      45,541       49,112         52,818
     3              5,788         39,803      44,773       50,141         55,922
     4              6,078         34,840      40,758       47,400         54,823
     5              6,381         32,935      40,071       48,394         58,046

     6              6,700         31,134      39,395       49,408         61,457
     7              7,036         29,431      38,731       50,443         65,069
     8              7,387         27,822      38,078       51,500         68,893
     9              7,757         26,301      37,435       52,579         72,941
    10              8,144         24,863      36,805       53,681         77,229

    11              8,552         23,503      36,184       54,806         81,768
    12              8,979         22,218      35,573       55,953         86,572
    13              9,428         21,003      34,974       57,126         91,661
    14              9,900         19,855      34,384       58,323         97,047
    15             10,395         18,769      33,804       59,545        102,752

    16             10,914         17,743      33,234       60,794        108,792
    17             11,460         16,773      32,674       62,068        115,185
    18             12,033         15,856      32,123       63,368        121,955
    19             12,635         14,989      31,582       64,696        129,124
    20             13,266         14,169      31,049       66,052        136,712

55 (Age 65)        73,178          1,980      17,123      136,499      1,009,053

[THE LEFT-HAND HALF OF THE  ILLUSTRATION  TABLE (ABOVE) AND THE RIGHT-HAND  HALF
(BELOW) APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
             POLICY ACCOUNT(2)                                       CASH SURRENDER VALUE(2)
        ASSUMING HYPOTHETICAL GROSS                                ASSUMING HYPOTHETICAL GROSS
        ANNUAL INVESTMENT RETURN OF                                ANNUAL INVESTMENT RETURN OF
- ----------------------------------------------            ----------------------------------------------
   0%          4%           8%           12%                0%           4%           8%           12%
- ------      -------      -------      --------            ------      -------      -------      --------
<C>         <C>          <C>          <C>                 <C>         <C>          <C>          <C>     
$4,886      $ 5,082      $ 5,277      $  5,472            $4,586      $ 4,782      $ 4,977      $  5,172
 4,774        5,164        5,569         5,989             4,524        4,914        5,319         5,739
 4,663        5,246        5,874         6,552             4,463        5,046        5,674         6,352
 4,551        5,324        6,192         7,162             4,401        5,174        6,042         7,012
 4,441        5,403        6,525         7,827             4,341        5,303        6,425         7,727

 4,329        5,478        6,871         8,546             4,279        5,428        6,821         8,496
 4,217        5,550        7,228         9,324             4,217        5,550        7,228         9,324
 4,106        5,619        7,600        10,167             4,106        5,619        7,600        10,167
 3,996        5,688        7,988        11,082             3,996        5,688        7,988        11,082
 3,889        5,756        8,396        12,079             3,889        5,756        8,396        12,079

 3,785        5,827        8,825        13,167             3,785        5,827        8,825        13,167
 3,685        5,899        9,279        14,357             3,685        5,899        9,279        14,357
 3,589        5,976        9,761        15,662             3,589        5,976        9,761        15,662
 3,497        6,056       10,272        17,093             3,497        6,056       10,272        17,093
 3,409        6,141       10,816        18,665             3,409        6,141       10,816        18,665

 3,326        6,230       11,395        20,392             3,326        6,230       11,395        20,392
 3,246        6,323       12,011        22,290             3,246        6,323       12,011        22,290
 3,169        6,420       12,664        24,373             3,169        6,420       12,664        24,373
 3,095        6,520       13,357        26,659             3,095        6,520       13,357        26,659
 3,023        6,624       14,091        29,166             3,023        6,624       14,091        29,166

 1,194       10,325       82,308       608,449             1,194       10,325       82,308       608,449
</TABLE>

[THE FOOTNOTES  BELOW APPLY TO BOTH THE LEFT-HAND AND  RIGHT-HAND  HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.

THE INSURANCE  BENEFIT,  POLICY ACCOUNT AND CASH SURRENDER VALUES WILL DIFFER IF
ADDITIONAL PREMIUMS ARE PAID.

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.  THE INSURANCE
BENEFIT, POLICY ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE INSURANCE  BENEFIT,  POLICY
ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE
SHOWN,  DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS
OF THE  SEPARATE  ACCOUNT  AND  THE  DIFFERENT  RATES  OF  RETURN  OF THE  TRUST
PORTFOLIOS,  IF THE ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED  0%,  4%,  8% OR 12%,  BUT  VARIED  ABOVE OR  BELOW  THAT  AVERAGE  FOR
INDIVIDUAL  DIVISIONS.  NO  REPRESENTATIONS  CAN BE MADE THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.

                                       32
<PAGE>


                                     SP-FLEX

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
             VARIABLE LIFE INSURANCE WITH ADDITIONAL PREMIUM OPTION

INITIAL PREMIUM $20,000                        INITIAL INSURANCE BENEFIT $79,452
                                   MALE AGE 35
                            ASSUMING CURRENT CHARGES

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED  FORMAT IN THE PRINTED  PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]


                                             INSURANCE BENEFIT(2)
                                          ASSUMING HYPOTHETICAL GROSS
  END OF                                  ANNUAL INVESTMENT RETURN OF
  POLICY        ACCUMULATED      ---------------------------------------------
   YEAR         PREMIUMS(1)         0%          4%          8%           12%
  ------        -----------      -------     -------     --------     --------
     1            $21,000        $75,117     $78,122     $ 81,127     $ 84,132
     2             22,050         71,026      76,823       82,847       89,098
     3             23,152         67,169      75,557       84,615       94,371
     4             24,310         63,532      74,325       86,437       99,974
     5             25,526         60,104      73,127       88,317      105,931

     6             26,802         56,876      71,968       90,260      112,272
     7             28,142         53,835      70,846       92,270      119,024
     8             29,549         50,968      69,756       94,346      126,210
     9             31,027         48,269      68,705       96,498      133,871
    10             32,578         45,725      67,688       98,726      142,035

    11             34,207         43,326      66,702      101,031      150,735
    12             35,917         41,066      65,751      103,422      160,018
    13             37,713         38,932      64,828      105,893      169,909
    14             39,599         36,919      63,936      108,452      180,461
    15             41,579         35,018      63,070      111,099      191,713

    16             43,657         33,225      62,234      113,844      203,727
    17             45,840         31,534      61,431      116,697      216,568
    18             48,132         29,941      60,660      119,664      230,300
    19             50,539         28,439      59,923      122,758      245,006
    20             53,066         27,026      59,223      125,992      260,774

30 (Age 65)        86,439         16,629      53,942      167,379      498,408

[THE LEFT-HAND HALF OF THE  ILLUSTRATION  TABLE (ABOVE) AND THE RIGHT-HAND  HALF
(BELOW) APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
             POLICY ACCOUNT(2)                                        CASH SURRENDER VALUE(2)
        ASSUMING HYPOTHETICAL GROSS                                 ASSUMING HYPOTHETICAL GROSS
        ANNUAL INVESTMENT RETURN OF                                 ANNUAL INVESTMENT RETURN OF
- ----------------------------------------------            ------------------------------------------------
   0%          4%           8%           12%                 0%           4%           8%           12%
- ------      -------      -------      --------            -------      -------      --------      --------
<C>         <C>          <C>          <C>                 <C>          <C>          <C>           <C>     
$19,545     $20,327      $ 21,109     $ 21,891            $18,345      $19,127      $ 19,909      $ 20,691
 19,100      20,659        22,279       23,960             18,100       19,659        21,279        22,960
 18,666      20,997        23,514       26,225             17,866       20,197        22,714        25,425
 18,241      21,340        24,818       28,704             17,641       20,740        24,218        28,104
 17,826      21,689        26,194       31,418             17,426       21,289        25,794        31,018

 17,420      22,043        27,646       34,388             17,220       21,843        27,446        34,188
 17,024      22,403        29,178       37,638             17,024       22,403        29,178        37,638
 16,637      22,769        30,796       41,197             16,637       22,769        30,796        41,197
 16,258      23,142        32,503       45,091             16,258       23,142        32,503        45,091
 15,888      23,520        34,305       49,354             15,888       23,520        34,305        49,354

 15,527      23,904        36,207       54,019             15,527       23,904        36,207        54,019
 15,174      24,295        38,214       59,126             15,174       24,295        38,214        59,126
 14,828      24,692        40,333       64,715             14,828       24,692        40,333        64,715
 14,491      25,095        42,568       70,833             14,491       25,095        42,568        70,833
 14,161      25,506        44,928       77,529             14,161       25,506        44,928        77,529

 13,839      25,922        47,419       84,858             13,839       25,922        47,419        84,858
 13,524      26,346        50,048       92,880             13,524       26,346        50,048        92,880
 13,216      26,777        52,823      101,660             13,216       26,777        52,823       101,660
 12,916      27,214        55,751      111,270             12,916       27,214        55,751       111,270
 12,622      27,659        58,842      121,789             12,622       27,659        58,842       121,789

 10,027      32,527       100,928      300,536             10,027       32,527       100,928       300,536
</TABLE>

[THE FOOTNOTES  BELOW APPLY TO BOTH THE LEFT-HAND AND  RIGHT-HAND  HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.

THE INSURANCE  BENEFIT,  POLICY ACCOUNT AND CASH SURRENDER VALUES WILL DIFFER IF
ADDITIONAL PREMIUMS ARE PAID.

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.  THE INSURANCE
BENEFIT, POLICY ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE INSURANCE  BENEFIT,  POLICY
ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE
SHOWN,  DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS
OF THE  SEPARATE  ACCOUNT  AND  THE  DIFFERENT  RATES  OF  RETURN  OF THE  TRUST
PORTFOLIOS,  IF THE ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED  0%,  4%,  8% OR 12%,  BUT  VARIED  ABOVE OR  BELOW  THAT  AVERAGE  FOR
INDIVIDUAL  DIVISIONS.  NO  REPRESENTATIONS  CAN BE MADE THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.

                                       33
<PAGE>


                                     SP-FLEX

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
             VARIABLE LIFE INSURANCE WITH ADDITIONAL PREMIUM OPTION

INITIAL PREMIUM $20,000                        INITIAL INSURANCE BENEFIT $79,452
                                   MALE AGE 35
                            ASSUMING MAXIMUM CHARGES

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED  FORMAT IN THE PRINTED  PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]


                                             INSURANCE BENEFIT(2)
                                          ASSUMING HYPOTHETICAL GROSS
  END OF                                  ANNUAL INVESTMENT RETURN OF
  POLICY        ACCUMULATED      ---------------------------------------------
   YEAR         PREMIUMS(1)         0%          4%          8%           12%
  ------        -----------      -------     -------     --------     --------
     1            $21,000        $75,107     $78,111     $ 81,116     $ 84,121
     2             22,050         71,000      76,794       82,816       89,065
     3             23,152         67,118      75,500       84,552       94,300
     4             24,310         63,449      74,227       86,324       99,842
     5             25,526         59,979      72,975       88,132      105,710

     6             26,802         56,701      71,746       89,981      111,925
     7             28,142         53,601      70,537       91,867      118,503
     8             29,549         50,669      69,346       93,790      125,465
     9             31,027         47,899      68,177       95,756      132,840
    10             32,578         45,280      67,028       97,763      140,649

    11             34,207         42,804      65,897       99,811      148,913
    12             35,917         40,465      64,788      101,906      157,670
    13             37,713         38,252      63,695      104,040      166,935
    14             39,599         36,160      62,621      106,220      176,747
    15             41,579         34,182      61,564      108,443      187,130

    16             43,657         32,313      60,525      110,716      198,128
    17             45,840         30,547      59,506      113,037      209,775
    18             48,132         28,876      58,502      115,405      222,103
    19             50,539         27,297      57,515      117,823      235,156
    20             53,066         25,805      56,547      120,294      248,981

30 (Age 65)        86,439         14,707      47,705      148,019      440,758

[THE LEFT-HAND HALF OF THE  ILLUSTRATION  TABLE (ABOVE) AND THE RIGHT-HAND  HALF
(BELOW) APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
             POLICY ACCOUNT(2)                                       CASH SURRENDER VALUE(2)
        ASSUMING HYPOTHETICAL GROSS                                ASSUMING HYPOTHETICAL GROSS
        ANNUAL INVESTMENT RETURN OF                                ANNUAL INVESTMENT RETURN OF
- ----------------------------------------------            ----------------------------------------------
   0%          4%           8%           12%                0%           4%           8%           12%
- ------      -------      -------      --------            ------      -------      -------      --------
<C>         <C>          <C>          <C>                 <C>         <C>          <C>          <C>     
$19,542     $20,324      $21,106      $ 21,888            $18,342     $19,124      $19,906      $ 20,688
 19,093      20,651       22,271        23,951             18,093      19,651       21,271        22,951
 18,652      20,981       23,496        26,205             17,852      20,181       22,696        25,405
 18,217      21,312       24,785        28,666             17,617      20,712       24,185        28,066
 17,789      21,643       26,139        31,352             17,389      21,243       25,739        30,952

 17,367      21,975       27,560        34,281             17,167      21,775       27,360        34,081
 16,950      22,305       29,051        37,474             16,950      22,305       29,051        37,474
 16,539      22,635       30,614        40,954             16,539      22,635       30,614        40,954
 16,133      22,964       32,253        44,744             16,133      22,964       32,253        44,744
 15,734      23,291       33,970        48,872             15,734      23,291       33,970        48,872

 15,340      23,616       35,769        53,366             15,340      23,616       35,769        53,366
 14,951      23,939       37,654        58,258             14,951      23,939       37,654        58,258
 14,569      24,260       39,627        63,582             14,569      24,260       39,627        63,582
 14,193      24,579       41,693        69,375             14,193      24,579       41,693        69,375
 13,823      24,896       43,854        75,675             13,823      24,896       43,854        75,675

 13,459      25,211       46,116        82,526             13,459      25,211       46,116        82,526
 13,101      25,520       48,478        89,966             13,101      25,520       48,478        89,966
 12,747      25,824       50,942        98,041             12,747      25,824       50,942        98,041
 12,397      26,121       53,510       106,797             12,397      26,121       53,510       106,797
 12,052      26,409       56,181       116,281             12,052      26,409       56,181       116,281

  8,868      28,766       89,254       265,773              8,868      28,766       89,254       265,773
</TABLE>

[THE FOOTNOTES  BELOW APPLY TO BOTH THE LEFT-HAND AND  RIGHT-HAND  HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.

THE INSURANCE  BENEFIT,  POLICY ACCOUNT AND CASH SURRENDER VALUES WILL DIFFER IF
ADDITIONAL PREMIUMS ARE PAID.

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.  THE INSURANCE
BENEFIT, POLICY ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE INSURANCE  BENEFIT,  POLICY
ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE
SHOWN,  DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS
OF THE  SEPARATE  ACCOUNT  AND  THE  DIFFERENT  RATES  OF  RETURN  OF THE  TRUST
PORTFOLIOS,  IF THE ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED  0%,  4%,  8% OR 12%,  BUT  VARIED  ABOVE OR  BELOW  THAT  AVERAGE  FOR
INDIVIDUAL  DIVISIONS.  NO  REPRESENTATIONS  CAN BE MADE THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.

                                       34
<PAGE>


                                     SP-FLEX

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
             VARIABLE LIFE INSURANCE WITH ADDITIONAL PREMIUM OPTION

INITIAL PREMIUM $100,000                      INITIAL INSURANCE BENEFIT $214,120
                                   MALE AGE 55
                            ASSUMING CURRENT CHARGES

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED  FORMAT IN THE PRINTED  PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]


                                              INSURANCE BENEFIT(2)
                                           ASSUMING HYPOTHETICAL GROSS
  END OF                                   ANNUAL INVESTMENT RETURN OF
  POLICY        ACCUMULATED      -----------------------------------------------
   YEAR         PREMIUMS(1)         0%           4%           8%           12%
  ------        -----------      --------     --------     --------     --------
     1            $105,000       $203,571     $211,714     $219,858     $228,002
     2             110,250        193,629      209,431      225,853      242,895
     3             115,762        184,249      207,258      232,108      258,868
     4             121,551        175,387      205,183      238,622      275,991
     5             127,628        167,030      203,222      245,433      294,384

     6             134,010        159,127      201,352      252,529      314,114
     7             140,710        151,667      199,591      259,949      335,321
     8             147,746        144,632      197,946      267,723      358,142
     9             155,133        138,000      196,426      275,886      382,732
    10             162,889        131,746      195,026      284,457      409,240

    11             171,034        125,853      193,755      293,474      437,852
    12             179,586        120,288      192,597      302,942      468,719
    13             188,565        115,038      191,559      312,900      502,059
    14             197,993        110,066      190,612      323,329      538,010
    15             207,893        105,360      189,761      334,267      576,814

    16             218,287        100,908      189,013      345,757      618,741
    17             229,202         96,705      188,387      357,868      664,136
    18             240,662         92,734      187,878      370,629      713,296
    19             252,695         88,996      187,520      384,152      766,706
    20             265,330         85,488      187,334      398,534      824,875

[THE LEFT-HAND HALF OF THE  ILLUSTRATION  TABLE (ABOVE) AND THE RIGHT-HAND  HALF
(BELOW) APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
             POLICY ACCOUNT(2)                                       CASH SURRENDER VALUE(2)
        ASSUMING HYPOTHETICAL GROSS                                ASSUMING HYPOTHETICAL GROSS
        ANNUAL INVESTMENT RETURN OF                                ANNUAL INVESTMENT RETURN OF
- ----------------------------------------------            ----------------------------------------------
   0%          4%           8%           12%                0%           4%           8%           12%
- -------     --------     --------     --------            -------     --------     --------     --------
<C>         <C>          <C>          <C>                 <C>         <C>          <C>          <C>     
$97,725     $101,634     $105,544     $109,453            $91,725     $ 95,634     $ 99,544     $103,453
 95,501      103,295      111,395      119,800             90,501       98,295      106,395      114,800
 93,329      104,983      117,570      131,125             89,329      100,983      113,570      127,125
 91,205      106,699      124,088      143,521             88,205      103,699      121,088      140,521
 89,130      108,443      130,968      157,088             87,130      106,443      128,968      155,088

 87,102      110,215      138,228      171,939             86,102      109,215      137,228      170,939
 85,120      112,017      145,891      188,192             85,120      112,017      145,891      188,192
 83,184      113,847      153,979      205,983             83,184      113,847      153,979      205,983
 81,291      115,708      162,515      225,455             81,291      115,708      162,515      225,455
 79,442      117,599      171,525      246,768             79,442      117,599      171,525      246,768

 77,634      119,521      181,034      270,096             77,634      119,521      181,034      270,096
 75,868      121,474      191,070      295,629             75,868      121,474      191,070      295,629
 74,142      123,459      201,663      323,575             74,142      123,459      201,663      323,575
 72,455      125,477      212,842      354,164             72,455      125,477      212,842      354,164
 70,806      127,528      224,642      387,644             70,806      127,528      224,642      387,644

 69,195      129,612      237,096      424,289             69,195      129,612      237,096      424,289
 67,621      131,730      250,240      464,398             67,621      131,730      250,240      464,398
 66,082      133,883      264,113      508,299             66,082      133,883      264,113      508,299
 64,579      136,071      278,754      556,350             64,579      136,071      278,754      556,350
 63,110      138,295      294,208      608,944             63,110      138,295      294,208      608,944
</TABLE>

[THE FOOTNOTES  BELOW APPLY TO BOTH THE LEFT-HAND AND  RIGHT-HAND  HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.

THE INSURANCE  BENEFIT,  POLICY ACCOUNT AND CASH SURRENDER VALUES WILL DIFFER IF
ADDITIONAL PREMIUMS ARE PAID.

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.  THE INSURANCE
BENEFIT, POLICY ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE INSURANCE  BENEFIT,  POLICY
ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE
SHOWN,  DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS
OF THE  SEPARATE  ACCOUNT  AND  THE  DIFFERENT  RATES  OF  RETURN  OF THE  TRUST
PORTFOLIOS,  IF THE ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED  0%,  4%,  8% OR 12%,  BUT  VARIED  ABOVE OR  BELOW  THAT  AVERAGE  FOR
INDIVIDUAL  DIVISIONS.  NO  REPRESENTATIONS  CAN BE MADE THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.

                                       35
<PAGE>


                                     SP-FLEX

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
             VARIABLE LIFE INSURANCE WITH ADDITIONAL PREMIUM OPTION

INITIAL PREMIUM $100,000                      INITIAL INSURANCE BENEFIT $214,120
                                   MALE AGE 55
                            ASSUMING MAXIMUM CHARGES

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED  FORMAT IN THE PRINTED  PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]


                                             INSURANCE BENEFIT(2)
                                          ASSUMING HYPOTHETICAL GROSS
  END OF                                  ANNUAL INVESTMENT RETURN OF
  POLICY        ACCUMULATED      ---------------------------------------------
   YEAR         PREMIUMS(1)         0%          4%          8%           12%
  ------        -----------      --------    --------    --------     --------
     1            $105,000       $202,414    $210,511    $218,609     $226,706
     2             110,250        191,348     206,964     223,192      240,032
     3             115,762        180,887     203,475     227,870      254,141
     4             121,551        170,990     200,037     232,637      269,069
     5             127,628        161,648     196,673     237,523      284,896

     6             134,010        152,808     193,355     242,497      301,636
     7             140,710        144,451     190,092     247,576      319,360
     8             147,746        136,553     186,887     252,764      338,130
     9             155,133        129,088     183,739     258,065      358,009
    10             162,889        122,029     180,639     263,470      379,046

    11             171,034        115,357     177,594     268,992      401,324
    12             179,586        109,047     174,595     274,622      424,901
    13             188,565        103,088     171,658     280,388      449,891
    14             197,993         97,450     168,761     286,259      476,325
    15             207,893         92,121     165,914     292,254      504,315

    16             218,287         87,083     163,115     298,377      533,951
    17             229,202         82,325     160,371     304,640      565,354
    18             240,662         77,821     157,661     311,013      598,559
    19             252,695         73,564     155,000     317,525      633,727
    20             265,330         69,547     152,397     324,200      671,018

[THE LEFT-HAND HALF OF THE  ILLUSTRATION  TABLE (ABOVE) AND THE RIGHT-HAND  HALF
(BELOW) APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
             POLICY ACCOUNT(2)                                       CASH SURRENDER VALUE(2)
        ASSUMING HYPOTHETICAL GROSS                                ASSUMING HYPOTHETICAL GROSS
        ANNUAL INVESTMENT RETURN OF                                ANNUAL INVESTMENT RETURN OF
- ----------------------------------------------            ----------------------------------------------
   0%          4%           8%           12%                0%           4%           8%           12%
- -------     --------     --------     --------            -------     --------     --------     --------
<C>         <C>          <C>          <C>                 <C>         <C>          <C>          <C>     
$97,170     $101,057     $104,944     $108,831            $91,170     $ 95,057     $ 98,944     $102,831
 94,376      102,078      110,082      118,388             89,376       97,078      105,082      113,388
 91,625      103,067      115,424      128,731             87,625       99,067      111,424      124,731
 88,919      104,024      120,976      139,921             85,919      101,024      117,976      136,921
 86,258      104,948      126,746      152,025             84,258      102,948      124,746      150,025

 83,643      105,838      132,737      165,108             82,643      104,838      131,737      164,108
 81,070      106,686      138,947      179,234             81,070      106,686      138,947      179,234
 78,537      107,487      145,375      194,473             78,537      107,487      145,375      194,473
 76,042      108,235      152,018      210,891             76,042      108,235      152,018      210,891
 73,582      108,924      158,870      228,561             73,582      108,924      158,870      228,561

 71,160      109,551      165,931      247,563             71,160      109,551      165,931      247,563
 68,778      110,120      173,208      267,992             68,778      110,120      173,208      267,992
 66,440      110,633      180,709      289,953             66,440      110,633      180,709      289,953
 64,150      111,093      188,440      313,557             64,150      111,093      188,440      313,557
 61,909      111,501      196,408      338,921             61,909      111,501      196,408      338,921

 59,716      111,853      204,606      366,146             59,716      111,853      204,606      366,146
 57,566      112,140      213,020      395,325             57,566      112,140      213,020      395,325
 55,455      112,350      221,629      426,537             55,455      112,350      221,629      426,537
 53,381      112,474      230,408      459,856             53,381      112,474      230,408      459,856
 51,341      112,503      239,333      495,363             51,341      112,503      239,333      495,363
</TABLE>

[THE FOOTNOTES  BELOW APPLY TO BOTH THE LEFT-HAND AND  RIGHT-HAND  HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.

THE INSURANCE  BENEFIT,  POLICY ACCOUNT AND CASH SURRENDER VALUES WILL DIFFER IF
ADDITIONAL PREMIUMS ARE PAID.

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.  THE INSURANCE
BENEFIT, POLICY ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE INSURANCE  BENEFIT,  POLICY
ACCOUNT AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE
SHOWN,  DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS
OF THE  SEPARATE  ACCOUNT  AND  THE  DIFFERENT  RATES  OF  RETURN  OF THE  TRUST
PORTFOLIOS,  IF THE ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED  0%,  4%,  8% OR 12%,  BUT  VARIED  ABOVE OR  BELOW  THAT  AVERAGE  FOR
INDIVIDUAL  DIVISIONS.  NO  REPRESENTATIONS  CAN BE MADE THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.

                                       36



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission