SEPARATE ACCOUNT FP OF EQUITABLE VARIABLE LIFE INSURANCE CO, 485APOS, 1996-10-04

SEPARATE ACCOUNT FP OF EQUITABLE VARIABLE LIFE INSURANCE CO
485APOS, 1996-10-04

Previous: PAINEWEBBER R&D PARTNERS LP, 8-K, 1996-10-04

Next: ATLANTIC GULF COMMUNITIES CORP, 8-K, 1996-10-04

Registration No. 33-83948
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 5 TO

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

SEPARATE ACCOUNT FP
of
EQUITABLE VARIABLE LIFE James M. Benson, President
INSURANCE COMPANY Equitable Variable Life Insurance Company
(Exact Name of Trust) 787 Seventh Avenue
EQUITABLE VARIABLE LIFE New York, New York 10019
INSURANCE COMPANY (Name and Address of Agent for Service)
(Exact Name of Depositor)
787 Seventh Avenue
New York, New York 10019
(Address of Depositor's Principal
Executive Offices)

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

Telephone Number, Including Area Code: (212) 554-1234

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

Please send copies of all communications to:

BETH N. ZEIGER, ESQ. with a copy to:
Counsel MILTON P. KROLL
The Equitable Life Assurance Freedman, Levy, Kroll & Simonds
Society of the United States 1050 Connecticut Avenue, N.W., Suite 825
787 Seventh Avenue Washington, D.C. 20036
New York, New York 10019

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

Securities Being Registered: Units of Interest in Separate Account FP

It is proposed that this filing will become effective (check appropriate line):

_____ immediately upon filing pursuant to paragraph (b) of Rule 485
__ _ on ( ) pursuant to paragraph (b) of Rule 485
___X__ 60 days after filing pursuant to paragraph (a) of Rule 485
on ( ) pursuant to paragraph (a) of Rule 485

Pursuant to Rule 24f-2(a)(1) under the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933. The Registrant filed the Rule 24f-2 Notice for the
fiscal year ended December 31, 1995 on February 27, 1996.

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES

SUPPLEMENT DATED JANUARY 1, 1997

INCENTIVE LIFE PLUS PROSPECTUS
DATED JANUARY 1, 1997

This supplement modifies certain information in the Prospectus dated January 1,
1997 (the "Prospectus") for Incentive Life Plus, a flexible premium variable
life insurance policy issued by Equitable. Terms used in this Supplement have
the same meanings as in the Prospectus.

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

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

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

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

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

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

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

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

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

SURRENDER IN PERCENT OF PREMIUM PERCENT OF SURRENDER
POLICY YEAR DEDUCTIONS REFUNDED CHARGES WAIVED
- ----------------- ------------------------ ----------------------

1 100% 100%

2 67% 80%

3 33% 60%

4 0% 40%

5 0% 20%

6 and later 0% 0%

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

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

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

EVM-102

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES

SUPPLEMENT DATED JANUARY 1, 1997

INCENTIVE LIFE PLUS PROSPECTUS
DATED JANUARY 1, 1997

This supplement modifies certain information in the Prospectus, dated January 1,
1997 (the "Prospectus") for Incentive Life Plus, a flexible premium variable
life insurance policy issued by Equitable. Subject to the rules discussed below,
Equitable will offer a modified version of its Incentive Life Plus policy (the
"Incentive Life COLI Policy") to qualified offerees. This supplement describes
the material differences between the Incentive Life COLI Policy and the
Incentive Life Plus policy described in the Prospectus and is for use only in
connection with offers of the Incentive Life COLI Policy. Capitalized terms used
in this Supplement have the same meanings as in the Prospectus.

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

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

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

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

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

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

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

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

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

DEDUCTIONS AND CHARGES.

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

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

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

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

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

Surrender Charges. There is no Administrative Surrender Charge.

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

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

EVM-101

<PAGE>

INCENTIVE LIFE
PLUS(TM)

Prospectus Dated January 1, 1997

Incentive Life Plus is a flexible premium variable life insurance policy issued
by The Equitable Life Assurance Society of the United States (Equitable).

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

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

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

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

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

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

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

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

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

EVM-100

<PAGE>

TABLE OF CONTENTS
PAGE
----
SUMMARY OF INCENTIVE LIFE PLUS FEATURES........................................1
PART 1 -- DETAILED INFORMATION ABOUT EQUITABLE AND
INCENTIVE LIFE PLUS INVESTMENT CHOICES.......................................6
THE COMPANY THAT ISSUES INCENTIVE LIFE PLUS..........................6
THE SEPARATE ACCOUNT AND THE TRUST...................................6
The Separate Account...............................................6
The Trust..........................................................6
The Trust's Investment Adviser.....................................6
Investment Policies Of The Trust's Portfolios......................7
THE GUARANTEED INTEREST ACCOUNT......................................8
Adding Interest In The Guaranteed Interest Account.................8
Transfers Out Of The Guaranteed Interest Account...................8
PART 2 -- DETAILED INFORMATION ABOUT INCENTIVE LIFE PLUS.......................9
FLEXIBLE PREMIUMS....................................................9
Planned Periodic Premiums And Specified Premiums...................9
Premium And Monthly Charge Allocations.............................9
DEATH BENEFITS......................................................10
Guaranteeing The Death Benefit....................................10
CHANGES IN INSURANCE PROTECTION.....................................11
Changing The Face Amount..........................................11
Changing The Death Benefit Option.................................11
Substitution Of Insured Person....................................12
When Policy Changes Go Into Effect................................12
MATURITY BENEFIT....................................................12
LIVING BENEFIT OPTION...............................................12
ADDITIONAL BENEFITS MAY BE AVAILABLE................................12
YOUR POLICY ACCOUNT VALUE...........................................13
Amounts In The Separate Account...................................13
How We Determine The Unit Value...................................13
Transfers Of Policy Account Value.................................13
Automatic Transfer Service........................................13
Telephone Transfers...............................................14
Charge For Transfers..............................................14
BORROWING FROM YOUR POLICY ACCOUNT..................................14
How To Request A Loan.............................................14
Policy Loan Interest..............................................14
When Interest Is Due..............................................15
Repaying The Loan.................................................15
The Effects Of A Policy Loan......................................15
PARTIAL WITHDRAWALS AND SURRENDER...................................15
Partial Withdrawals...............................................15
Surrender For Net Cash Surrender Value............................15
DEDUCTIONS AND CHARGES..............................................16
Deductions From Premiums..........................................16
Deductions From Your Policy Account...............................16
Charge Against The Separate Account...............................17
Trust Charges.....................................................18
Surrender Charges.................................................18
ADDITIONAL INFORMATION ABOUT INCENTIVE LIFE PLUS....................19
Your Policy Can Terminate.........................................19
You May Restore A Policy After It Terminates......................19
Policy Periods, Anniversaries, Dates And Ages.....................19
TAX EFFECTS.........................................................20
Policy Proceeds...................................................20
Policy Terminations...............................................21
Diversification...................................................21
Policy Changes....................................................21
Tax Changes.......................................................21
Estate And Generation Skipping Taxes..............................22
Pension And Profit-Sharing Plans..................................22
Other Employee Benefit Programs...................................22
Our Taxes.........................................................22
When We Withhold Income Taxes.....................................22
PART 3 -- ADDITIONAL INFORMATION..............................................22
YOUR VOTING PRIVILEGES..............................................22
Trust Voting Privileges...........................................22
How We Determine Your Voting Shares...............................23
Separate Account Voting Rights....................................23
OUR RIGHT TO CHANGE HOW WE OPERATE..................................23
OUR REPORTS TO POLICYOWNERS.........................................23
LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY.........................23
YOUR PAYMENT OPTIONS................................................24
YOUR BENEFICIARY....................................................24
ASSIGNING YOUR POLICY...............................................24
WHEN WE PAY POLICY PROCEEDS.........................................24
DIVIDENDS...........................................................24
REGULATION..........................................................24
SPECIAL CIRCUMSTANCES...............................................25
DISTRIBUTION........................................................25
LEGAL PROCEEDINGS...................................................25
ACCOUNTING AND ACTUARIAL EXPERTS....................................25
ADDITIONAL INFORMATION..............................................25
MANAGEMENT..........................................................26
PART 4 -- ILLUSTRATIONS OF POLICY BENEFITS....................................30
SEPARATE ACCOUNT FP FINANCIAL STATEMENTS...................................FSA-1
EQUITABLE FINANCIAL STATEMENTS...............................................F-1
APPENDIX A -- COMMUNICATING PERFORMANCE DATA.................................A-1
LONG-TERM MARKET TRENDS........................................A-1

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

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

<PAGE>

WHAT IS VARIABLE LIFE INSURANCE?

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

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

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

SUMMARY OF INCENTIVE LIFE PLUS FEATURES

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

PUTTING MONEY INTO THE POLICY

FLEXIBLE PREMIUMS

o Premiums may be invested whenever and in whatever amount you determine,
within limits. Other than the minimum initial premium, there are no scheduled
or required premium payments (however, under certain conditions, additional
premiums may be needed to keep a policy in effect). See FLEXIBLE PREMIUMS on
page 9.

POLICY ACCOUNT

o Net premiums are put in your Policy Account and can be allocated to a
Guaranteed Interest Account and to one or more funds of Equitable's Separate
Account FP (each a Fund, and together, the Funds or the Separate Account).
The Funds invest in corresponding portfolios of The Hudson River Trust
(Trust), a mutual fund. See THE SEPARATE ACCOUNT and THE TRUST, both on page
6.

o Transfers can be made among the various funding options, BUT TRANSFERS OUT OF
THE GUARANTEED INTEREST ACCOUNT CAN ONLY BE MADE DURING A LIMITED TIME AND IN
LIMITED AMOUNTS. See TRANSFERS OUT OF THE GUARANTEED INTEREST ACCOUNT on page
8 for a description of these limitations. Transfers into the Guaranteed
Interest Account and among the Funds may generally be made at any time and
are subject to certain minimum transfer amounts. See TRANSFERS OF POLICY
ACCOUNT VALUE on page 13.

o There is no minimum guaranteed cash value for amounts allocated to the Funds.
The value of amounts allocated to the Guaranteed Interest Account will depend
on the interest rates declared and guaranteed each year by Equitable (4%
minimum before deductions).
See THE GUARANTEED INTEREST ACCOUNT on page 8.

TAKING MONEY OUT OF THE POLICY

o Loans may be taken against 90% of a policy's Cash Surrender Value (Policy
Account value less any applicable surrender charge) subject to certain
conditions. Loan interest accrues daily at a rate determined annually.
Currently, amounts set aside to secure the loan earn interest at a rate 1%
lower than the rate charged for policy loan interest. See BORROWING FROM YOUR
POLICY ACCOUNT on page 14.

o Partial Withdrawals of Net Cash Surrender Value (Cash Surrender Value less
any loan and accrued loan interest) may be taken after the first policy year,
subject to our approval and certain conditions. See PARTIAL WITHDRAWALS on
page 15.

o The policy may be surrendered for its Net Cash Surrender Value, less any lien
securing a Living Benefit payment, at which time insurance coverage will end.
See SURRENDER FOR NET CASH SURRENDER VALUE on page 15.

INSURANCE PROTECTION FEATURES

DEATH BENEFITS

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

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

o In some cases a higher death benefit may apply in order to meet Federal
income tax law requirements. See DEATH BENEFITS on page 10.

o After the first policy year, you can increase the Face Amount. After the
second policy year, you can decrease the Face Amount or change your death
benefit option. Conditions apply to Face Amount and death benefit option
changes. The minimum Face Amount is generally $50,000. See CHANGES IN
INSURANCE PROTECTION on page 11.

o After the second policy year, you may be able to substitute the insured
person. See SUBSTITUTION OF INSURED PERSON on page 12.

DEATH BENEFIT GUARANTEE

o The death benefit guarantee provision guarantees that, under certain
conditions, the policy will remain in force even if the Net Cash Surrender
Value is insufficient to pay the monthly policy charges. The death benefit
guarantee provision is not available in New York, New Jersey and
Massachusetts. In those states a 3-Year no lapse guarantee provision will
apply. See GUARANTEEING THE DEATH BENEFIT on page 10 for a description of
these provisions and the conditions that apply.

<PAGE>

MATURITY BENEFIT

o A maturity benefit equal to the amount in your Policy Account, less any
policy loan, any lien securing a Living Benefit payment and accrued interest,
is payable on the policy anniversary nearest the insured person's 100th
birthday (Final Policy Date), if the insured person is still living on that
date. See MATURITY BENEFIT on page 12.

LIVING BENEFIT

o The Living Benefit rider enables the policyowner to receive a portion of the
policy's death benefit (excluding death benefits payable under certain
riders) if the insured person has a terminal illness. The Living Benefit
rider will be added to most policies at issue for no additional cost. See
LIVING BENEFIT OPTION on page 12.

ADDITIONAL BENEFITS

o Disability waiver; accidental death; term insurance, including term insurance
on an additional insured person, children's term insurance, and first-to-die
term insurance; option to purchase additional insurance; and designated
insured option riders are available. See ADDITIONAL BENEFITS MAY BE AVAILABLE
on page 12.

DEDUCTIONS AND CHARGES

FROM PREMIUMS (See DEDUCTIONS FROM PREMIUMS on page 16.)

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

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

FROM THE POLICY ACCOUNT (See DEDUCTIONS FROM YOUR POLICY ACCOUNT on page 16.)

o Administrative charge during the first or first and second policy years
ranging from $20 per month to $55 per month depending upon the initial Face
Amount and the insured person's age. During subsequent years, the monthly
administrative charge ranges from $6 to $8. We may increase this charge, but
we guarantee that it will never exceed $10 per month.

o Current monthly cost of insurance rates for preferred risk insureds range
from $0.05 per thousand of net amount at risk at the younger ages to $50.00
per thousand of net amount at risk at the oldest age (99). The net amount at
risk is the difference between the Policy Account value and the current death
benefit. Guaranteed cost of insurance rates for preferred risk insureds range
from $0.06 (younger ages) to $83.33 (age 99).

o Monthly charge for any additional insurance benefits.

o Certain policy transactions will result in the following charges:

o Transfers -- Currently, we charge $25 per transfer after the twelfth
transfer in a policy year. We reserve the right to charge $25 per
transfer.

o Partial Withdrawals -- An expense charge of $25 or 2% of the amount
requested, whichever is less, is made for each partial withdrawal.

o Face Amount Increases -- An administrative charge of $1.50 for each
additional $1,000 of insurance (up to a maximum charge of $240) will be
deducted from your Policy Account.

o Substitution of Insured Person -- A $100 expense charge will be deducted
for each substitution of insured person.

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

FROM THE SEPARATE ACCOUNT

o Current charge for certain mortality and expense risks equal to .60% per
annum (guaranteed not to exceed .90% per annum). For a period of time, this
charge will be deducted differently for policies issued in New York.

SURRENDER CHARGES (See SURRENDER CHARGES on page 18.)

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

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

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

FROM THE TRUST

o The Separate Account Funds purchase shares of the Trust at net asset value.
That price reflects investment management fees, indirect expenses, such as
brokerage commissions, and certain direct operating expenses. The table below
shows (i) the maximum annual rates

2
<PAGE>

payable by the Trust for investment management fees and (ii) direct expenses
deducted from Trust assets in 1995. Investment management fees may decrease
as portfolio net assets reach certain levels. These fee reductions are
described under THE TRUST'S INVESTMENT ADVISER on page 6, and the actual
management fees paid by the Trust in 1995 are disclosed in the attached Trust
prospectus. Direct Trust expenses are likely to fluctuate from year to year.
Both investment management fees and direct Trust expenses are expressed in
the table below as a percentage of each portfolio's daily average net assets:

PORTFOLIO MAXIMUM MANAGEMENT FEE 1995 DIRECT EXPENSES
- --------------------------------------------------------------------------------

Money Market 0.40% 0.04%
Intermediate Govt. 0.50% 0.07%
Securities
Quality Bond 0.55% 0.04%
High Yield 0.55% 0.05%
Growth & Income 0.55% 0.05%
Equity Index 0.35% 0.13%
Common Stock 0.40% 0.03%
Global 0.55% 0.08%
International 0.90% 0.13%*
Aggressive Stock 0.50% 0.03%
Conservative Investors 0.55% 0.04%
Balanced 0.40% 0.03%
Growth Investors 0.55% 0.04%

- ----------
*Annualized

VARIATIONS

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

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

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

ADDITIONAL INFORMATION

CANCELLATION RIGHT

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

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

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

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

POLICY TERMINATION

o The policy will go into default if the Net Cash Surrender Value is
insufficient to cover monthly charges and the death benefit guarantee or the
3-Year no lapse guarantee provisions are not in effect. If this occurs, you
will be notified and given the opportunity to maintain the policy in force by
making additional payments. You may be able to restore a terminated policy
within a limited time period, but this will require additional evidence of
insurability. See YOUR POLICY CAN TERMINATE on page 19 and YOU MAY RESTORE A
POLICY AFTER IT TERMINATES on page 19.

TAX EFFECTS

o Generally, under current Federal income tax law, death benefits are not
subject to income tax and Policy Account earnings are not subject to income
tax as long as they remain in the Policy Account. Loans, partial withdrawals,
surrender, maturity, policy termination, or a substitution of insured may
result in recognition of income for tax purposes. See TAX EFFECTS on page 20.

HUDSON RIVER TRUST RATES OF RETURN

The rates of return shown below are based on the actual investment performance
of The Hudson River Trust portfolios, after deduction for investment management
fees and direct operating expenses of the Trust, for periods ending September
30, 1996. The historical performance of the Common Stock and Money Market
Portfolios for periods prior to March 22, 1985, when these funds were managed
separate accounts and subject to a different fee structure, has been adjusted to
reflect current investment management fees of .40% per annum and estimated
direct operating expenses of the Trust of .10% per annum. The Common Stock
Portfolio and its predecessors have been in existence since 1976.

<PAGE>

The yields shown below are derived from the actual rate of return of the Trust
portfolio for the period, which is then adjusted to omit capital changes in the
portfolio during the period. We show the SEC standardized 7-day yield for the
Money Market Portfolio and 30-day yield for the Intermediate Government
Securities, Quality Bond and High Yield Portfolios.

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

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

RATES OF RETURN FOR PERIODS ENDING SEPTEMBER 30, 1996
SEC -----------------------------------------------------------------------------
PORTFOLIO YIELDS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS SINCE INCEPTION(A)
- --------- ------ ------ ------- ------- -------- -------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
The Fixed Income Series:
Money Market............................
Intermediate Government Securities......
Quality Bond............................
High Yield..............................
The Equity Series:
Growth & Income.........................
Equity Index............................
Common Stock............................
Global..................................
International...........................
Aggressive Stock........................
The Asset Allocation Series:
Conservative Investors..................
Balanced................................
Growth Investors........................

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

Additional investment performance information appears in the attached Trust
prospectus.

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

The table assumes that each policy was purchased on the first day of a calendar
year. For Trust portfolios whose inception dates fall before June 30, the policy
is assumed to have been purchased at the beginning of and earned the actual
return over that entire calendar year of inception. For Trust portfolios whose
inception dates fall after June 30, the policy is assumed to have been purchased
at the beginning of the first full calendar year of that portfolio's operation.
The table then illustrates what the Cash Surrender Value would have been after
one policy year, after five policy years, after 10 policy years and as of
September 30, 1996.

<PAGE>

ILLUSTRATIONS OF INCENTIVE LIFE PLUS POLICY ACCOUNT AND CASH SURRENDER VALUES
BASED ON HISTORICAL INVESTMENT RESULTS, $300,000 OF INITIAL INSURANCE PROTECTION
AND CURRENT CHARGES (1)

MALE AGE 40
PREFERRED RISK NON-TOBACCO USER

ASSUMED POLICY AT THE END OF AT THE END OF
PURCHASE DATE (2) THE FIRST POLICY YEAR THE FIFTH POLICY YEAR
----------------- ---------------------------- ------------------------------
TOTAL POLICY CASH TOTAL POLICY CASH
BEGINNING PREMIUM ACCOUNT SURRENDER PREMIUM ACCOUNT SURRENDER
PORTFOLIO OF YEAR: PAID VALUE VALUE PAID VALUE VALUE
- --------- --------- ------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
THE FIXED INCOME SERIES:
- -----------------------------
Money Market................ 1982 $4,000 $2,783 $ 881 $20,000 $17,828 $15,486
Int. Gov't Securities....... 1991 4,000 2,764 862 20,000
QualityBond................. 1994 4,000 2,221 319 -- -- --
High Yield.................. 1987 4,000 2,524 622 20,000 18,426 16,084

THE EQUITY SERIES:
- -----------------------------
Growth & Income............. 1994 4,000 2,363 461 -- -- --
Equity Index................ 1994 4,000 2,432 530 -- -- --
Common Stock................ 1976 4,000 2,667 765 20,000 26,526 24,184
Global...................... 1988 4,000 2,722 820 20,000 18,762 16,420
International............... 1995 4,000 -- -- --
Aggressive Stock............ 1986 4,000 3,469 1,567 20,000 22,787 20,445

THE ASSET ALLOCATION SERIES:
- -----------------------------
Conservative Investors...... 1990 4,000 2,585 683 20,000 16,322 13,980
Balanced.................... 1986 4,000 3,271 1,369 20,000 19,315 16,973
Growth Investors............ 1990 4,000 2,715 813 20,000 19,185 16,843

<FN>
THE DEATH BENEFIT GUARANTEE / THREE YEAR NO LAPSE GUARANTEE PREMIUM FOR THIS
POLICY WOULD BE $3,533.96. SEE GUARANTEEING THE DEATH BENEFIT ON PAGE 10.

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

(1) Policy values reflect all charges assessed under the policy and by the
Trust, including an assumed charge for taxes of 2%. Current non-guaranteed
charges have been used for the cost of insurance charges, Premium Sales
Charge and monthly administrative charge. If the guaranteed maximum cost of
insurance charges, Premium Sales Charge and monthly administrative charge
were used, the results would be lower.

(2) Assumed Policy Purchase Date is based upon inception date of Trust
portfolio. Please refer to the explanation of this table on page 4.

</FN>
</TABLE>

ILLUSTRATIONS OF INCENTIVE LIFE PLUS POLICY ACCOUNT AND CASH SURRENDER VALUES
BASED ON HISTORICAL INVESTMENT RESULTS, $300,000 OF INITIAL INSURANCE PROTECTION
AND CURRENT CHARGES (1)

MALE AGE 40
PREFERRED RISK NON-TOBACCO USER

ASSUMED POLICY AT THE END OF FROM POLICY PURCHASE THROUGH
PURCHASE DATE (2) THE TENTH POLICY YEAR SEPTEMBER 30, 1996
----------------- ----------------------------- -----------------------------
TOTAL POLICY CASH TOTAL POLICY CASH
BEGINNING PREMIUM ACCOUNT SURRENDER PREMIUM ACCOUNT SURRENDER
PORTFOLIO OF YEAR: PAID VALUE VALUE PAID VALUE VALUE
- --------- --------- ------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C>
THE FIXED INCOME SERIES:
- -----------------------------
Money Market................ 1982 $40,000 $41,583 $39,758
Int. Gov't Securities....... 1991 -- -- --
QualityBond................. 1994 -- -- --
High Yield.................. 1987 -- -- --

THE EQUITY SERIES:
- -----------------------------
Growth & Income............. 1994 -- -- --
Equity Index................ 1994 -- -- --
Common Stock................ 1976 40,000 68,804 66,979
Global...................... 1988 -- -- --
International............... 1995 -- -- --
Aggressive Stock............ 1986 40,000

THE ASSET ALLOCATION SERIES:
- -----------------------------
Conservative Investors...... 1990 -- -- --
Balanced.................... 1986 40,000
Growth Investors............ 1990 -- -- --

<FN>
THE DEATH BENEFIT GUARANTEE / THREE YEAR NO LAPSE GUARANTEE PREMIUM FOR THIS
POLICY WOULD BE $3,533.96. SEE GUARANTEEING THE DEATH BENEFIT ON PAGE 10.

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

(2) Assumed Policy Purchase Date is based upon inception date of Trust
portfolio. Please refer to the explanation of this table on page 4.

</FN>
</TABLE>

<PAGE>

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

THE COMPANY THAT ISSUES INCENTIVE LIFE PLUS

EQUITABLE. Equitable, a New York stock life insurance company, has been in
business since 1859. We are a wholly-owned subsidiary of The Equitable Companies
Incorporated (the Holding Company). The largest stockholder of the Holding
Company is AXA S.A. (AXA), a French insurance holding company. AXA beneficially
owns 60.6% of the outstanding shares of common stock of the Holding Company plus
convertible preferred stock. Under its investment arrangements with Equitable
and the Holding Company, AXA is able to exercise significant influence over the
operations and capital structure of the Holding Company and its subsidiaries,
including Equitable. AXA is the holding company for an international group of
insurance and related financial services companies. Equitable, the Holding
Company and their subsidiaries managed approximately $195.3 billion of assets as
of December 31, 1995, including third party assets of approximately $144.4
billion. Equitable's home office is 787 Seventh Avenue, New York, New York
10019. We are licensed to do business in all 50 states, Puerto Rico, the Virgin
Islands and the District of Columbia. We maintain local offices throughout the
United States. At December 31, 1995, we had approximately $132.8 billion face
amount of variable life insurance in force. Prior to January 1, 1997, Incentive
Life Plus policies were issued by Equitable's wholly-owned subsidiary, Equitable
Variable Life Insurance Company ("Equitable Variable"). Equitable Variable was
merged into Equitable as of January 1, 1997.

THE SEPARATE ACCOUNT AND THE TRUST

THE SEPARATE ACCOUNT. The Separate Account was established on September 21, 1995
under the Insurance Law of the State of New York. The Separate Account is a type
of investment company called a unit investment trust and is registered with the
Securities and Exchange Commission (SEC) under the Investment Company Act of
1940 (1940 Act). This registration does not involve any supervision by the SEC
of the management or investment policies of the Separate Account. The Separate
Account is a successor to a separate account that was established by Equitable
Variable on April 19, 1985. The assets of that separate account became assets of
the Separate Account on January 1, 1997 when Equitable Variable was merged into
Equitable.

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

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

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

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

Alliance acts as an investment adviser to various separate accounts and general
accounts of Equitable and other affiliated insurance companies. Alliance also
provides management and consulting services to mutual funds, endowment funds,
insurance companies, foreign entities, qualified and non-tax qualified corporate
funds, public and private pension and profit-sharing plans, foundations and
tax-exempt organizations. On December 31, 1995, Alliance was managing over
$146.5 billion in assets.

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

<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
DAILY AVERAGE NET ASSETS
------------------------------------------
FIRST NEXT
$500 $500 OVER
PORTFOLIO MILLION MILLION $1 BILLION
- --------- ------------ ------------ ------------
<S> <C> <C> <C>
Quality Bond and Growth & Income.......................... .550% .525% .500%
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
FIRST NEXT OVER
$750 $750 $1.5
PORTFOLIO MILLION MILLION BILLION
- --------- ------------ ------------ ------------
<S> <C> <C> <C>
Equity Index.............................................. .350% .300% .250%
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
FIRST OVER
$500 NEXT $1.5
PORTFOLIO MILLION $1 BILLION BILLION
- --------- ------------ ------------ ------------
<S> <C> <C> <C>
International............................................. .900% .850% .800%
- ----------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

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

EQUITY SERIES:

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

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

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

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

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

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

7
<PAGE>

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

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

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

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

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

THE GUARANTEED INTEREST ACCOUNT

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

The amount you have in the Guaranteed Interest Account at any time is the sum of
the amounts allocated or transferred to it, plus the interest credited to it,
minus amounts deducted, transferred and withdrawn from it. In addition, any
policy loan is secured by an amount in your Policy Account equal to the
outstanding loan. This amount remains part of the Policy Account but is assigned
to the Guaranteed Interest Account. We refer to this amount as the loaned amount
in the Guaranteed Interest Account. A Living Benefit payment will also result in
amounts being transferred to the Guaranteed Interest Account. See LIVING BENEFIT
OPTION on page 12.

ADDING INTEREST IN THE GUARANTEED INTEREST ACCOUNT. We pay a declared interest
rate on all amounts that you have in the Guaranteed Interest Account. At policy
issuance, and prior to each policy anniversary, we declare the rates that will
apply to amounts in the Guaranteed Interest Account for the following policy
year. These annual interest rates will never be less than the minimum guaranteed
interest rate of 4% (before deductions). Interest is credited and compounds
daily at an effective annual rate that equals the declared rate for each policy
year. Different rates may apply to policies currently being issued and
previously issued policies. Different rates are also paid on unloaned and loaned
amounts in the Guaranteed Interest Account. See POLICY LOAN INTEREST on page 14.
Amounts securing a Living Benefit payment are considered unloaned amounts for
purposes of crediting interest.

TRANSFERS OUT OF THE GUARANTEED INTEREST ACCOUNT. Transfers out of the
Guaranteed Interest Account to the Separate Account are allowed once a year on
or within 30 days after your policy anniversary. If we receive your transfer
request up to 30 days before your policy anniversary, the transfer will be made
on your policy anniversary. If we receive your request on or within 30 days
after your policy anniversary, the transfer will be made as of the date we
receive your request. You may transfer up to 25% of your unloaned value in the
Guaranteed Interest Account as of the transfer date or the minimum transfer
amount, whichever is more. The minimum

8
<PAGE>

transfer amount is $500 or your total unloaned value in the Guaranteed Interest
Account on the transfer date, whichever is less. Amounts securing a Living
Benefit payment may not be transferred from the Guaranteed Interest Account.

PART 2: DETAILED INFORMATION ABOUT INCENTIVE LIFE PLUS

FLEXIBLE PREMIUMS

You may choose the amount and frequency of premium payments, as long as they are
within the limits described below. We determine the applicable minimum initial
premium based on the age, sex, rating class and tobacco user status of the
insured person, the initial Face Amount of the policy (the initial minimum Face
Amount is $50,000) and any additional benefits selected. In certain situations,
however, no distinction is made based on the sex of the insured person. See COST
OF INSURANCE CHARGE on page 16. You may choose to pay a higher initial premium.

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

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

We may return premium payments if we determine based upon our interpretation of
current tax rules that such premiums would cause your policy to become a
modified endowment contract or to cease to qualify as life insurance under
Federal income tax law. We may also make such changes to the policy as we deem
necessary to continue to qualify the policy as life insurance. See TAX EFFECTS
on page 20 for an explanation of modified endowment contracts, the special tax
consequences of such contracts, and how your policy might become a modified
endowment contract.

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

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

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

Failure to pay premiums could cause the policy to go into default and ultimately
terminate. See YOUR POLICY CAN TERMINATE on page 19.

PREMIUM AND MONTHLY CHARGE ALLOCATIONS. On your application you provide us with
initial instructions as to how to allocate your net premiums and monthly charges
among the Funds and the Guaranteed Interest Account. Allocation percentages may
be any whole number from zero to 100, but the sum must equal 100. Allocations to
a Fund take effect on the first business day that follows the 20th calendar day
after the Issue Date of your policy. The Issue Date is shown on the Policy
Information Page, and is the date we actually issue your policy. The date your
allocation instructions take effect is called the Allocation Date. Our business
days are described in HOW WE DETERMINE THE UNIT Value on page 13.

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

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

9
<PAGE>

DEATH BENEFITS

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

You may choose between two death benefit options:

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

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

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

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

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TABLE OF DEATH BENEFITS AS A PERCENTAGE MULTIPLE OF POLICY ACCOUNT VALUES
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INSURED 40 or 45 50 55 60 65 70 75 to 100
PERSON'S AGE under 95
250% 215% 185% 150% 130% 120% 115% 105% 100%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

The death benefit option you select (A or B) and the amount of your yearly
renewable term rider for the insured person (YRT rider) can affect the length of
time that the death benefit guarantee provision will last. If you have selected
death benefit Option A, and you never change it to Option B, assuming no YRT
rider, then the death benefit guarantee provision will terminate on the Final
Policy Date. See MATURITY BENEFIT on page 12. If ever your policy, at any time,
has an Option B death benefit, and assuming no YRT rider, the death benefit
guarantee provision will terminate on the later of (1) the policy anniversary
nearest the insured person's 80th birthday or (2) the 15th policy anniversary.
However, if your death benefit first changes to an Option B after this time, the
death benefit guarantee provision will terminate immediately. The death benefit
option does not have any effect on the length of the 3-Year no lapse guarantee
provision.

If your policy is issued with a YRT rider (see ADDITIONAL BENEFITS MAY BE
AVAILABLE on page 12), and your policy is issued in any state other than New
York, New Jersey and Massachusetts, the length of time that the death benefit
guarantee provision will last (the "DBG Period") may be shorter than the times
set forth in the preceding paragraph. The DBG Period will depend on the
proportion that the face amount of the YRT rider bears to the total face amount
(base policy plus YRT rider) at the issue date of the policy and the death
benefit option.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
% OF YRT RIDER TO TOTAL DBG PERIOD IF DEATH BENEFIT DBG PERIOD IF DEATH BENEFIT
FACE AMOUNT OPTION IS ALWAYS A OPTION IS EVER B
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Less than 25% To the later of policy anniversary To the later of policy anniversary
nearest age 75 or 30 policy years* nearest age 75 or 15 policy years
- ---------------------------------------------------------------------------------------------------------------------------------
25% to less than 50% To the later of policy anniversary To the later of policy anniversary
nearest age 65 or 20 policy years nearest age 65 or 15 policy years
- ---------------------------------------------------------------------------------------------------------------------------------
50% to less than 75% To the later of policy anniversary To the later of policy anniversary
nearest age 55 or 10 policy years nearest age 55 or 10 policy years
- ---------------------------------------------------------------------------------------------------------------------------------
75% and greater 3 policy years 3 policy years
- ---------------------------------------------------------------------------------------------------------------------------------

<FN>
* In no event will the DBG period extend beyond the Final Policy Date.
</FN>
</TABLE>

10
<PAGE>

The DBG Period is determined at the issue date and is not affected by subsequent
changes in the base policy face amount or the YRT rider face amount, or by
dropping or exchanging the YRT rider after issue. The only time the DBG Period
will change after issue is if the policy was originally Option A and is later
changed to Option B.

If your policy's Net Cash Surrender Value is insufficient to pay the monthly
deductions, the death benefit guarantee provision can keep your policy from
terminating if two conditions are satisfied. First, any outstanding policy loan
plus accrued loan interest cannot exceed the policy's Cash Surrender Value.
Second, the amount of your actual premium payments minus any withdrawals (each
accumulated at 4% interest) must equal or exceed a benchmark premium amount. To
determine this benchmark premium amount we accumulate the specified premiums
(shown on the Policy Information Page) at 4% interest.

CHANGES IN INSURANCE PROTECTION

CHANGING THE FACE AMOUNT. You may request an increase in the Face Amount after
the first policy year and a decrease after the second policy year. You must send
your signed written request to our Administrative Office. See TAX EFFECTS on
page 20 for the tax consequences of changing the Face Amount. If disability
waiver goes into effect (see ADDITIONAL BENEFITS MAY BE AVAILABLE on page 12),
we will not permit any Face Amount change. Any change will be subject to our
approval and the following conditions:

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

Any increase must be at least $10,000. Specified premiums as well as monthly
deductions from your Policy Account for the cost of insurance and the death
benefit guarantee provision will generally increase beginning on the date the
increase takes effect. An administrative charge of $1.50 for each additional
$1,000 of insurance (up to a maximum charge of $240) will be deducted from your
Policy Account. See HOW POLICY ACCOUNT CHARGES ARE ALLOCATED on page 17.

Surrender Charges will generally be applicable to a Face Amount increase for
fifteen years from the effective date of the increase. The Premium Surrender
Charge percentage may be higher than the percentage applied prior to the
increase. Face Amount reductions will be applied against prior Face Amount
increases, if any, in the reverse order in which such increases occurred, and
then to the original Face Amount. See SURRENDER CHARGES on page 18.

Following the increase, a portion of each premium payment will be deemed to be
attributable to the Face Amount increase. The Premium Sales Charge will
generally be deducted from this amount, even if we had previously stopped
deducting the charge on the premiums paid before the increase in accordance with
our current practice. The Premium Sales Charge percentage may be lower than the
percentage applied prior to the increase. See DEDUCTIONS FROM PREMIUMS --
PREMIUM SALES CHARGE on page 16.

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

Face Amount Decreases. You may reduce the Face Amount but not below the minimum
we require to issue this policy at the time of the reduction. Any reduction must
be at least $10,000. Specified premiums as well as monthly deductions from your
Policy Account for the death benefit guarantee provision and the cost of
insurance will generally decrease (even though the rates may increase),
beginning on the date the decrease in Face Amount takes effect.

Face Amount decreases that reduce the Face Amount below certain levels will
result in higher monthly administrative charges. If you reduce the Face Amount
during the first fifteen policy years or during the first fifteen years after a
Face Amount increase, we may deduct a pro rata share of the applicable Surrender
Charges from the Policy Account. Assuming you have not previously changed the
Face Amount, the pro rata Surrender Charges for a partial surrender will be
determined by dividing the amount of the Face Amount decrease by the initial
Face Amount and multiplying that fraction by the Surrender Charges. Face Amount
reductions will be applied against prior Face Amount increases, if any, in the
reverse order in which such increases occurred, and then to the original Face
Amount. See DEDUCTIONS FROM YOUR POLICY ACCOUNT on page 16 and SURRENDER CHARGES
on page 18.

CHANGING THE DEATH BENEFIT OPTION. At any time after the second policy year
while your policy is in force, you may change the death benefit option by
sending a signed written request to our Administrative Office. See TAX EFFECTS
on page 20 for the tax consequences of changing the death benefit option.

o If you change from OPTION A TO OPTION B, the Face Amount will be decreased by
the amount in your Policy Account on the date of the change. This change may
shorten the length of time the death benefit guarantee provision is
available. See GUARANTEEING THE DEATH BENEFIT on page 10. We may not allow
such a change if it would reduce the Face Amount below the minimum required
to issue this policy at the time of the reduction. We may require evidence of
insurability to make the change.

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

11
<PAGE>

These increases and decreases in Face Amount are made so that the amount of the
death benefit remains the same on the date of the change. When the death benefit
remains the same, there is no change in the net amount at risk, which is the
amount on which cost of insurance charges are based (see COST OF INSURANCE
CHARGE on page 16). If your death benefit is determined by a percentage multiple
of the Policy Account, however, the new Face Amount will be determined
differently. A Face Amount change that results from a death benefit option
change will not affect any expense or sales charge (including any Surrender
Charge) which varies by Face Amount, and no Surrender Charges will be deducted
or established at the time of the change.

SUBSTITUTION OF INSURED PERSON. If you provide satisfactory evidence that the
person proposed to be insured is insurable, then, subject to certain
restrictions, you may, after the second policy year, substitute the insured
person under your policy. The cost of insurance charges may change, but we will
not change the Surrender Charges. Substituting the insured person is a taxable
event and may, depending upon individual circumstances, have other adverse tax
consequences as well, including classification of the policy as a modified
endowment contract or disqualification of the policy as life insurance for
Federal income tax purposes unless funds are distributed out of the policy. See
TAX EFFECTS on page 20. You should consult your tax adviser prior to
substituting the insured person. As a condition to substituting the insured
person we may require you to sign a form acknowledging the potential tax
consequences of making this change. A $100 charge will be deducted from the
Policy Account for each substitution of insured person.

WHEN POLICY CHANGES GO INTO EFFECT. A substitution of the insured person, or
change in Face Amount or death benefit option, will go into effect at the
beginning of the policy month that coincides with or follows the date we approve
the request for the change. In some cases we may not approve a change because
based upon our interpretation of current rules, the change might disqualify your
policy as life insurance under applicable Federal tax law. In other cases there
may be adverse tax consequences as a result of the change. See TAX EFFECTS on
page 20.

MATURITY BENEFIT

If the insured person is still living on the policy anniversary nearest his or
her 100th birthday (Final Policy Date), we will pay you the amount in the Policy
Account net of any policy loan, any lien securing a Living Benefit payment and
accrued interest. The policy will then terminate. You may choose to have this
benefit paid in installments. See TAX EFFECTS on page 20 and YOUR PAYMENT
OPTIONS on page 24.

LIVING BENEFIT OPTION

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

When a Living Benefit claim is paid, we establish a lien against the policy. The
amount of the lien is the sum of the Living Benefit payment and any accrued
interest on that payment. Interest will be charged at a rate equal to the
greater of: (i) the yield on a 90-day Treasury bill and (ii) the maximum
adjustable policy loan interest rate permitted in the state your policy is
delivered. See BORROWING FROM YOUR POLICY ACCOUNT -- POLICY LOAN INTEREST on
page 14.

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

The receipt of a Living Benefit payment may be able to qualify for exclusion
from income tax. See TAX EFFECTS on page 20. Consult your tax adviser. Receipt
of a Living Benefit payment may also affect a policyowner's eligibility for
certain government benefits or entitlements. You should contact your Equitable
agent if you wish to make a claim under the rider.

ADDITIONAL BENEFITS MAY BE AVAILABLE

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

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

The term insurance riders for the insured person allow you to purchase
additional death benefit coverage. Choosing coverage under a term insurance
rider for the insured person in lieu of coverage under the base policy will
reduce total charges and increase Policy Account values on a current charge
basis. The more term insurance coverage you elect, the greater will be the
amount of reduction in charges and increase in Policy Account values on a
current charge basis. Also, term coverage is not subject to a surrender charge.
However, if the higher death benefit becomes applicable (see DEATH BENEFITS on
page 10) or if term rider insurance charges increase in relation to cost of
insurance charges on the

12
<PAGE>

base policy, the combination coverage may ultimately become more costly and have
lower Policy Account values than coverage under the base policy alone.
Generally, the greater the proportion of term insurance coverage you elect, the
greater the likelihood that the higher death benefit will apply. Also, the
Living Benefit option discussed above does not apply to any term insurance
coverage. Moreover, in New York, there are age restrictions on the final renewal
period for term riders. If you later terminate your term rider coverage and also
increase the Face Amount under the base policy, a new Surrender Charge period
will commence.

The amount of the specified or 3-Year no lapse guarantee premium will be
affected by the term rider coverage. In addition, if your policy is issued with
a YRT rider, the duration of the death benefit guarantee may be shorter. See
GUARANTEEING THE DEATH BENEFIT on page 10. Your agent can provide further
information and policy illustrations showing how the term riders can affect your
policy values under different assumptions.

YOUR POLICY ACCOUNT VALUE

The amount in your Policy Account is the sum of the amounts you have in the
Guaranteed Interest Account and in the Funds. Your Policy Account also reflects
various charges. See DEDUCTIONS AND CHARGES on page 16.

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

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

A net investment factor is determined for each Fund of the Separate Account
every business day as follows: first, we take the net asset value of a share in
the corresponding Trust portfolio at the close of business that day, as reported
by the Trust, and we add the per share amount of any dividends or capital gains
distributions paid by the Trust on that day. We divide this amount by the per
share net asset value on the preceding business day. Then, we subtract a daily
mortality and expense risk charge for each calendar day between business days
(for example, a Monday calculation may include charges for Saturday, Sunday and
Monday). The daily mortality and expense risk charge is currently at an annual
rate of .60% and is guaranteed not to exceed an annual rate of .90%. See CHARGES
AGAINST THE SEPARATE ACCOUNT on page 17. Finally, we reserve the right to
subtract any daily charge for taxes or amounts set aside as a reserve for taxes.
For current Incentive Life Plus unit values, call (212) 314-3310.

TRANSFERS OF POLICY ACCOUNT VALUE. You may request a transfer of amounts among
Funds or to the Guaranteed Interest Account. Special rules apply to transfers
out of the Guaranteed Interest Account. See TRANSFERS OUT OF THE GUARANTEED
INTEREST ACCOUNT on page 8. You may make a transfer by telephone or by
submitting a signed written transfer request to our Administrative Office.
Transfer request forms are available from your Equitable agent or from our
Administrative Office. Special rules apply to telephone transfers. See TELEPHONE
TRANSFERS on page 14.

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

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

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

If you elect the Automatic Transfer Service with your policy application, the
automatic transfers will begin in the second policy month following the
Allocation Date. If you elect the Automatic Transfer Service after your
application has been submitted, automatic transfers will begin on the next
monthly processing date after we receive your election form at our
Administrative Office. See POLICY PERIODS, ANNIVERSARIES, DATES AND AGES on page
19.

13
<PAGE>

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

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

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

Telephone transfers may be requested on each day we are open to transact
business. You will receive the Fund's unit value as of the close of business on
the day you call. We do not accept telephone transfer requests after 4:00 p.m.
Eastern Time. Only one telephone transfer request is permitted per day and it
may not be revoked at any time. The telephone transfer requests are
automatically recorded and are invalid if incomplete information is given,
portions of the request are inaudible, no authorization form is on file, or the
request does not comply with the transfer limitations described above.

We have established reasonable procedures designed to confirm that instructions
communicated by telephone are genuine. Such procedures include requiring certain
personal identification information prior to acting on telephone instructions
and providing written confirmation of instructions communicated by telephone. If
we do not employ reasonable procedures to confirm that instructions communicated
by telephone are genuine, we may be liable for any losses arising out of any act
or any failure to act resulting from our own negligence, lack of good faith, or
willful misconduct. In light of the procedures established, we will not be
liable for following telephone instructions that we reasonably believe to be
genuine.

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

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

BORROWING FROM YOUR POLICY ACCOUNT

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

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

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

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

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

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

Under our current rules, the rate we credit on loaned amounts for the first
fifteen policy years is 1% less than the rate we charge for policy loan
interest, and the rate difference drops from 1% to 1/4 of 1% beginning in the
sixteenth policy year. Because Incentive Life Plus was offered for

14
<PAGE>

the first time in 1995, no reduction in the rate difference has yet been
attained. These rate differentials are those currently in effect and are not
guaranteed. Interest credited on loaned amounts will never be less than 4%.

Interest accrues daily on any loaned amount in the Guaranteed Interest Account.
On each policy anniversary and any time you repay a policy loan in full, accrued
interest on the loaned amount is allocated to the Separate Account Funds and to
the unloaned portion of the Guaranteed Interest Account in accordance with your
premium allocation percentages.

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

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

THE EFFECTS OF A POLICY LOAN. A loan will have a permanent effect on the value
of your Policy Account and, therefore, on the benefits under your policy, even
if the loan is repaid. The loaned amount set aside in the Guaranteed Interest
Account will not be available for investment in the Funds or in the unloaned
portion of the Guaranteed Interest Account. Whether you earn more or less with
the loaned amount set aside depends on the investment experience of the Funds
and the rates declared for the unloaned portion of the Guaranteed Interest
Account. The amount of any policy loan and accrued loan interest will reduce the
proceeds paid from your policy upon the death of the insured person, policy
maturity or policy surrender. In addition, a loan will reduce the amount
available for you to withdraw from your policy. See TAX EFFECTS on page 20 for
the tax consequences of a policy loan. A loan may also affect the length of time
that your insurance remains in force because the amount set aside to secure your
loan cannot be used to cover monthly deductions or a loan may prevent the death
benefit guarantee provision from keeping the policy out of default. See YOUR
POLICY CAN TERMINATE on page 19.

PARTIAL WITHDRAWALS AND SURRENDER

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

o be at least $500,

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

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

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

A partial withdrawal reduces the amount you have in your Policy Account and Cash
Surrender Value on a dollar-for-dollar basis. Normally, it also reduces the
death benefit on a dollar-for-dollar basis, but does not affect the net amount
at risk, which is the difference between the current death benefit and the
amount in your Policy Account. If you selected death benefit Option A, the Face
Amount of your policy will generally be reduced so that there will be no change
in the net amount at risk. However, under either option, if the death benefit is
based on the Policy Account percentage multiple, the reduction in death benefit
would be greater and the net amount at risk would be reduced. See DEATH BENEFITS
on page 10. The withdrawal and these reductions will be effective as of the date
your request is received at our Administrative Office. See TAX EFFECTS on page
20 for the tax consequences of a partial withdrawal and a reduction in benefits.

SURRENDER FOR NET CASH SURRENDER VALUE. The Cash Surrender Value is the amount
in your Policy Account minus the Surrender Charges described under SURRENDER
CHARGES on page 18. The Net Cash Surrender Value equals the Cash Surrender Value
minus any loan and accrued loan interest.

You may surrender your policy for its Net Cash Surrender Value at any time while
the insured person is living. See TAX EFFECTS on page 20 for the tax
consequences of a surrender. We will deduct from the Net Cast Surrender Value
any amount securing a Living Benefit payment. We will compute the Net Cash
Surrender Value as of the date we receive your written surrender request and the
policy at our Administrative Office. All insurance coverage under your policy
will end on that date.

15
<PAGE>

DEDUCTIONS AND CHARGES

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

Charge for Taxes. We deduct a charge designed to approximate certain taxes and
additional charges imposed upon us by states and other jurisdictions. Such
charges currently range from .75% to 5% (Virgin Islands).

This charge may be increased or decreased to reflect any changes in our taxes.
In addition, if an insured person changes his or her place of residence, you
should notify us to change our records so that the charge will reflect the new
jurisdiction. Any change will take effect on the next policy anniversary, if
received at least 60 days prior to the policy anniversary.

Premium Sales Charge. A percentage of each premium will be deducted to
compensate us in part for sales and promotional expenses in connection with
selling Incentive Life Plus, such as commissions, the cost of preparing sales
literature, other promotional activities and other direct and indirect expenses.
We pay these expenses from our own resources, including the Premium Sales
Charge, any Premium Surrender Charge we might collect and any profit we may earn
on the charges deducted under the policy, such as the mortality and expense risk
charge. See SURRENDER CHARGES on page 18. The Premium Sales Charge percentage
depends upon the Face Amount of the Policy as follows:

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

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

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

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

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

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

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

<FN>

*WE MAY INCREASE THIS CHARGE, BUT WE GUARANTEE THAT IT WILL NEVER EXCEED $10 PER
MONTH.

[/FN]
</TABLE>

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

Cost Of Insurance Charge. The cost of insurance charge is calculated by
multiplying the net amount at risk at the beginning of the policy month by the
monthly cost of insurance rate applicable to the insured person at that time.
The net amount at risk is the difference between the current death benefit (not
including any term coverage on the insured person) and the amount in your Policy
Account. See ADDITIONAL BENEFITS MAY BE AVAILABLE on page 12 for a description
of term insurance riders.

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

16
<PAGE>

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

Beginning in the tenth policy year, current monthly cost of insurance charges
are reduced by an amount equal to a percentage of your unloaned Policy Account
value on the date such charges are assessed. This means that the larger your
unloaned Policy Account value, the greater your potential reduction in current
cost of insurance charges. This percentage begins at an annual rate of .05%,
grading up to an annual rate of .65% in policy years 25 and later. This cost of
insurance charge reduction applies on a current basis and is not guaranteed. We
may in the future increase, decrease, change the duration of, or eliminate the
amount of the current cost of insurance charge reduction without advance notice
to you. Because Incentive Life Plus was offered for the first time in 1995, no
reduction of cost of insurance charges in the tenth policy year has yet been
attained.

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

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

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

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

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

Transaction Charges. In addition to the monthly deductions from your Policy
Account described above, we charge fees for certain policy transactions: see
PARTIAL WITHDRAWALS on page 15, CHANGING THE FACE AMOUNT on page 11,
SUBSTITUTION OF INSURED PERSON on page 12, LIVING BENEFIT OPTION on page 12 and
TRANSFERS OF POLICY ACCOUNT VALUE on page 13. Also, if, after your policy is
issued, you request more than one illustration in a policy year, we may charge a
fee. See ILLUSTRATIONS OF POLICY BENEFITS on page 30.

How Policy Account Charges Are Allocated. Generally, deductions from your Policy
Account for monthly charges are made from the Funds and the unloaned portion of
our Guaranteed Interest Account in accordance with the deduction allocation
percentages specified in your application unless you instruct us in writing to
do otherwise. See PREMIUM AND MONTHLY CHARGE ALLOCATIONS on page 9. If a
deduction cannot be made in accordance with these percentages, it will be made
based on the proportions that your unloaned amounts in the Guaranteed Interest
Account and your amounts in the Funds bear to the total unloaned value of your
Policy Account.

Changes. Any changes in the cost of insurance rates, charges for additional
benefits, Premium Sales Charge, mortality and expense risk charge or
administrative charges will be by class of insured person and will be based on
changes in future expectations about such factors as investment earnings,
mortality, the length of time policies will remain in effect, expenses and
taxes. We reserve the right to make a charge in the future for taxes or reserves
set aside for taxes, which would reduce the investment experience of the Funds.
See TAX EFFECTS on page 20.

CHARGE AGAINST THE SEPARATE ACCOUNT. This charge is reflected in the unit values
for the Funds of the Separate Account. See HOW WE DETERMINE THE UNIT VALUE on
page 13.

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

17
<PAGE>

TRUST CHARGES. The Funds purchase shares of the Trust at net asset value. That
price reflects investment management fees, indirect expenses, such as brokerage
commissions, and certain direct operating expenses. The Trust does not impose a
sales charge. See DEDUCTIONS AND CHARGES in the Summary on page 2 and THE
TRUST'S INVESTMENT ADVISER on page 6.

SURRENDER CHARGES. There will be a difference between the amount in your Policy
Account and the Cash Surrender Value of your policy for at least the first
fifteen policy years. This difference is the result of the Premium Surrender
Charge (which is a contingent deferred sales load) and an Administrative
Surrender Charge. See also PREMIUM SALES CHARGE on page 16. These charges are
contingent because you pay them only if you surrender your policy, reduce its
Face Amount or it terminates. They are deferred because we do not deduct them
from your premiums. Because these Surrender Charges are contingent and deferred,
the amount we might collect in a policy year is not related to the actual sales
expenses for that year. A table of maximum Surrender Charges (maximum Premium
Surrender Charge plus the maximum Administrative Surrender Charge) appears in
the Policy Information Pages.

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

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

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

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

YEAR 1 (OVER ONE 3% 5% 6%
SEC GUIDELINE
ANNUAL PREMIUM)
- ----------------------------------------------------------------------------------------------------------

YEAR 2 3% 5% 6%
THROUGH 15
(ALL PREMIUMS)
</TABLE>

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

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

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

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

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

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

18
<PAGE>

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

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

ADDITIONAL INFORMATION ABOUT INCENTIVE LIFE PLUS

YOUR POLICY CAN TERMINATE. Your insurance coverage under Incentive Life Plus
continues as long as the Net Cash Surrender Value of the policy is enough to pay
the monthly deductions. The Net Cash Surrender Value equals the Cash Surrender
Value minus any loan and accrued loan interest. If the Net Cash Surrender Value
at the beginning of any policy month is less than the deductions for that month,
your policy will go into default unless the operation of either the death
benefit guarantee provision or the 3-Year no lapse guarantee provision is in
effect. See GUARANTEEING THE DEATH BENEFIT on page 10.

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

If we do not receive payment within the 61 days, your policy will terminate
without value. We will withdraw any amount left in your Policy Account and apply
this amount to the overdue deductions, any applicable Surrender Charges and any
unpaid loan and accrued loan interest. We will inform you, and any assignee, at
last known addresses that your policy has ended without value. See TAX EFFECTS
on page 20 for the potential tax consequences of the termination of a policy.

YOU MAY RESTORE A POLICY AFTER IT TERMINATES. Subject to certain state
variations, you may restore a policy within six months after it terminates if
you provide evidence that the insured person (and any other person insured under
a rider) is still insurable, and you make the premium payment that we require to
restore the policy. The required premium will not be more than an amount
sufficient to cover (i) total monthly deductions for 3 months, calculated from
the effective date of restoration; (ii) the monthly administrative charges from
the date of default to the effective date of restoration; (iii) any excess of
the applicable Surrender Charge on the date of restoration over the Surrender
Charge that was deducted on the date of default; and (iv) the charge for taxes,
the Premium Sales Charge, and any increase in Surrender Charge associated with
this payment. We will determine the amount of this required premium as if no
interest or investment performance were credited to, or charged against, your
Policy Account. The policy will be restored as of the beginning of the policy
month which coincides with or follows the date we approve your application. Your
restored policy will not have any loan balance even if there was a loan
outstanding under the terminated policy.

From the required payment we will deduct the charge for applicable taxes and the
Premium Sales Charge. On the effective date of restoration, the Policy Account
will be equal to the balance of the required payment plus a Surrender Charge
credit. This credit will be equal to the Surrender Charges that were deducted on
the date of default, but not greater than the applicable Surrender Charges as of
the effective date of restoration. We will start to make monthly deductions as
of the effective date of restoration. On that date, the monthly administrative
charges from the beginning of the grace period to the effective date of
restoration will be deducted from the Policy Account. See TAX EFFECTS on page 20
for the potential tax consequences of restoring a terminated policy. Some states
may vary the time period and conditions for policy restoration.

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

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

The Register Date, also shown on the Policy Information Page, is used to measure
policy years and policy months. Charges and deductions are first made as of the
Register Date. As to when coverage under the policy begins, see FLEXIBLE
PREMIUMS on page 9.

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

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

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

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

19
<PAGE>

is received at our Administrative Office before the Register Date. Otherwise,
the investment start date will be the date the full initial premium is received
at our Administrative Office. Thus, to the extent that your first premium is
received before the Register Date, there will be a period during which the
initial premium will not be experiencing investment performance. The investment
start date for policies with early Register Dates will be the date the premium
is received at our Administrative Office. Any subsequent premium payment
received after the investment start date will begin to experience investment
performance as of the date such payment is received at our Administrative
Office. Remember, the amount of your initial net premium allocated to the Funds
may be temporarily allocated to the Money Market Fund prior to allocation in
accordance with your instructions. See FLEXIBLE PREMIUMS on page 9.

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

TAX EFFECTS

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

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

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

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

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

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

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

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

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

Changes made to a life insurance policy, for example, a decrease in benefits or
the termination of or restoration of a terminated policy, may have other effects
on your policy, including impacting the maximum amount of premiums that can be
paid under the policy, as well as the maximum amount of Policy Account value
that may be maintained under the policy. In some cases, this may cause us to
take action in order to assure your policy continues to qualify as life
insurance, including distribution of amounts that may be includable as income.
See POLICY CHANGES on page 21.

20
<PAGE>

policy is surrendered, the excess, if any, of your Cash Surrender Value (which
includes the amount of policy loan and accrued loan interest) over your Basis
will be subject to Federal income tax. IN ADDITION, IF A POLICY TERMINATES WHILE
THERE IS A POLICY LOAN, THE CANCELLATION OF SUCH LOAN AND ACCRUED LOAN INTEREST
WILL BE TREATED AS A DISTRIBUTION AND COULD BE SUBJECT TO TAX UNDER THE ABOVE
RULES. On the Final Policy Date, the excess of the amount of any benefit paid,
not taking into account any reduction for any loan and accrued loan interest,
over your Basis in the policy, will be subject to Federal income tax.

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

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

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

POLICY TERMINATIONS. A policy which has terminated without value may have the
tax consequences described above even though you may be able to reinstate your
policy. For tax purposes, some reinstatements may be treated as the purchase of
a new insurance contract.

LIVING BENEFITS. Amounts received under a life insurance contract on the life of
individuals who are terminally ill, as defined by the tax law, are generally
excludable from gross income as amounts paid by reason of the death of the
insured. We believe that the living benefit which may be payable under your
policy meets the law's definition of terminally ill and can qualify for this
exclusion. This exclusion does not apply, however, to amounts paid to someone
other than the insured if the payee has an insurable interest in the insured's
life because the insured is a director, officer or employee of the payee or by
reason of the insured being financially interested in any trade or business
carried on by the payee.

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

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

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

21
<PAGE>

beneficiary. These laws may change from time to time without notice and, as a
result, the tax consequences described above may be altered. There is no way of
predicting whether, when or in what form any such change would be adopted. Any
such change could have retroactive effect. We suggest you consult your legal or
tax adviser.

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

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

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

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

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

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

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

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

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

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

PART 3: ADDITIONAL INFORMATION

YOUR VOTING PRIVILEGES

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

22
<PAGE>

vote directly due to amounts we have accumulated in the Funds in the same
proportions that all policyowners vote, including those who participate in other
separate accounts. If the Federal securities laws or regulations or
interpretations of them change so that we are permitted to vote shares of the
Trust in our own right or to restrict policyowner voting, we may do so.

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

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

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

OUR RIGHT TO CHANGE HOW WE OPERATE

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

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

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

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

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

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

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

OUR REPORTS TO POLICYOWNERS

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

LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY

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

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

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

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

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

23
<PAGE>

you requested, we will pay the death benefit based on the Face Amount which was
in effect before the increase, plus the monthly cost of insurance deductions for
the increase (including the transaction charge for the Face Amount increase). A
new two-year suicide and contestability period will begin on the date of
substitution following a substitution of insured. Some states require that we
measure this time by some other date.

YOUR PAYMENT OPTIONS

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

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

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

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

YOUR BENEFICIARY

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

ASSIGNING YOUR POLICY

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

WHEN WE PAY POLICY PROCEEDS

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

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

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

DIVIDENDS

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

REGULATION

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

24
<PAGE>

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

SPECIAL CIRCUMSTANCES

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

DISTRIBUTION

EQ Financial Consultants, Inc., a wholly-owned subsidiary of Equitable, is the
principal underwriter of the Trust under a Distribution Agreement. EQ Financial
Consultants is also the distributor of our variable life insurance policies and
variable annuity contracts under a Distribution and Servicing Agreement. EQ
Financial Consultants' principal business address is 1755 Broadway, New York, NY
10019. EQ Financial Consultants is registered with the SEC as a broker-dealer
under the Securities Exchange Act of 1934 (the Exchange Act) and is a member of
the National Association of Securities Dealers, Inc. EQ Financial Consultants is
paid a fee for its services as distributor of our policies. In 1994 and 1995, we
paid EQ Financial Consultants a fee of $216,920 and $325,380, respectively, for
its services under the Distribution and Servicing Agreement.

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

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

LEGAL PROCEEDINGS

We are not involved in any legal proceedings that would be considered material
with respect to a policyowner's interest in the Separate Account.

ACCOUNTING AND ACTUARIAL EXPERTS

The financial statements of Separate Account FP and Equitable included in this
prospectus have been audited for the years ended December 31, 1995, 1994 and
1993 by ________________, as stated in their reports. The financial statements
of Separate Account FP and Equitable have been so included in reliance on the
reports of ________________, independent accountants, given on the authority of
such firm as experts in accounting and auditing. The financial statements of
Separate Account FP and Equitable for the period ended September 30, 1996 are
unaudited.

The financial statements of Equitable contained in this prospectus should be
considered only as bearing upon the ability of Equitable to meet its obligations
under the Incentive Life Plus policies. They should not be considered as bearing
upon the investment experience of the funds of the Separate Account. The
financial statements of Separate Account FP include periods when Separate
Account FP was part of Equitable Variable, a wholly-owned subsidiary of
Equitable. The assets of Separate Account FP were assumed by Equitable on
January 1, 1997 when Equitable Variable was merged into Equitable.

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

ADDITIONAL INFORMATION

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

25
<PAGE>

MANAGEMENT

Here is a list of our directors and, to the extent they are responsible for
variable life insurance operations, our principal officers and a brief statement
of their business experience for the past five years. Unless otherwise noted,
their address is 787 Seventh Avenue, New York, New York 10019.

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

Claude Bebear Director of Equitable since July 1991. Chairman of the Board of the Holding Company (February
AXA S.A. 1996-present) and a Director of other affiliates of Equitable. Chairman and Chief Executive
23, Avenue Matignon Officer of AXA since February 1989. Chief Executive Officer of the AXA Group since 1974 and
75008 Paris, France Chairman or Director of numerous subsidiaries and affiliated companies of the AXA Group.

Christopher J. Brocksom Director of Equitable since July 1992. Chief Executive Officer, AXA Equity & Law Life
AXA Equity & Law Assurance Society ("AXA Equity & Law") and various directorships and officerships with AXA
Amersham Road Equity & Law affiliated companies.
High Wycombe
Bucks HP 13 5 AL, England

Francoise Colloc'h Director of Equitable since July 1992. Executive Vice President, Culture-- Management--
AXA S.A. Communications, AXA, and various positions with AXA affiliated companies.
23, Avenue Matignon
75008 Paris, France

Henri de Castries Director of Equitable since September 1993. Vice Chairman of the Board of the Holding
AXA S.A. Company since February 1996. Executive Vice President Financial Services and Life Insurance
23, Avenue Matignon Activities of AXA since 1993. Prior thereto, General Secretary from 1991 to 1993 and
75008 Paris, France Central Director of Finances from 1989 to 1991. Also Director or Officer of various
subsidiaries and affiliates of the AXA Group. Director of the Holding Company and of other
Equitable affiliates.

Joseph L. Dionne Director of Equitable since May 1982. Chairman (since April 1988) and Chief Executive
The McGraw-Hill Companies Officer (Since April 1983) of The McGraw-Hill Companies. Director of the Holding Company.
1221 Avenue of the Americas
New York, NY 10020

William T. Esrey Director of Equitable since July 1986. Chairman (since April 1990) and Chief Executive
Sprint Corporation Officer (since 1985) and President (1985 to February 1996) of Sprint Corporation. Director
P.O. Box 11315 of the Holding Company.
Kansas City, MO 64112

Jean-Rene Fourtou Director of Equitable since July 1992. Chairman and Chief Executive Officer, Rhone-Poulenc,
Rhone-Poulenc S.A. S.A. since 1986. Director of the Holding Company and AXA.
25 Quai Paul Doumer
92408 Courbevoie Cedex,
France

Norman C. Francis Director of Equitable since March 1989. President, Xavier University of Louisiana.
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA 70125

Donald J. Greene Director of Equitable since July 1991. Partner, LeBoeuf, Lamb, Greene & MacRae since 1965.
LeBouef, Lamb, Greene & MacRae Director of the Holding Company.
125 West 55th Street
New York, NY 10019-4513

John T. Hartley Director of Equitable since August 1987. Retired Chairman and Chief Executive Officer of
Harris Corporation Harris Corporation (until July 1995); prior thereto, he held the positions of Chairman of
1025 NASA Boulevard Harris Corporation from 1987, Chief Executive Officer from 1986 and President from October
Melbourne, FL 32919 1987 to April 1993.

John H.F. Haskell, Jr. Director of Equitable since July 1992. Managing Director of Dillon, Read & Co., Inc. since
Dillon, Read & Co., Inc. 1975 and member of its Board of Directors.
535 Madison Avenue
New York, NY 10022
</TABLE>

26
<PAGE>

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

W. Edwin Jarmain Director of Equitable since July 1992. President of Jarmain Group Inc. since 1979; also an
Jarmain Group Inc. Officer or Director of several affiliated companies. Chairman and Director of FCA
121 King Street West International Ltd.; served as President, CEO and Director from 1992 through 1993. Director of
Suite 2525, Box 36 various AXA affiliated companies. Director of the Holding Company since July 1992.
Toronto, Ontario M5H 3T9,
Canada

G. Donald Johnston, Jr. Director of Equitable since January 1986. Retired Chairman and Chief Executive Officer, JWT
184-400 Ocean Road Group, Inc. and J. Walter Thompson Company.
John's Island
Vero Beach, FL 32963

Winthrop Knowlton Director of Equitable since October 1973. Chairman of the Board of Knowlton Brothers, Inc.
Knowlton Brothers, Inc. since May 1989; also President of Knowlton Associates, Inc. since September 1987; Director
530 Fifth Avenue of the Holding Company.
New York, NY 10036

Arthur L. Liman Director of Equitable since March 1984. Partner, Paul, Weiss, Rifkind, Wharton & Garrison
Paul, Weiss, Rifkind, Wharton since 1966.
and Garrison
1285 Avenue of the Americas
New York, NY 10019

George T. Lowy Director of Equitable since July 1992. Partner, Cravath, Swaine & Moore.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019

Didier Pineau-Valencienne Director of Equitable since February 1996. Chairman and Chief Executive Officer of
Schneider S.A. Schneider S.A. since 1981 and Chairman or Director of numerous subsidiaries and affiliated
64-70 Avenue Jean-Baptiste companies of Schneider. Director of AXA and the Holding Company.
Clament
96646 Boulogne-Billancourt
Cedex
France

George J. Sella, Jr. Director of Equitable since May 1987. Retired Chairman and Chief Executive Officer of
P.O. Box 397 American Cyanamid Company (until April 1993); prior thereto, Chairman from 1984, Chief
Newton, NJ 07860 Executive Officer from 1983 and President from 1979 to 1991.

Dave H. Williams Director of Equitable since March 1991. Chairman and Chief Executive Officer of Alliance
Alliance Capital Management since 1977 and Chairman or Director of numerous subsidiaries and affiliated companies of
Corporation Alliance. Director of the Holding Company.
1345 Avenue of the Americas
New York, NY 10105

OFFICERS -- DIRECTORS

James M. Benson Director of Equitable since February 1994. Chief Executive Officer (since February 1996)
and President of Equitable (since February 1994); prior thereto, Chief Operating Officer
(February 1994 to February 1996) and Senior Executive Vice President of Equitable (April
1993 to February 1994). Previously, President, Chief Executive Officer and a Director of
Equitable Variable Life Insurance Company ("EVLICO"). Senior Executive Vice President of
the Holding Company since February 1994 and Chief Operating Officer since February 1996;
Director of various Equitable affiliated companies; Director of the Holding Company since
February 1994.

William T. McCaffrey Director of Equitable since February 1996. Senior Executive Vice President and Chief
Operating Officer of Equitable (all since February 1996). Prior thereto, Executive Vice
President (from February 1986 to February 1996) and Chief Administrative Officer (from
February 1988 to February 1996). Executive Vice President and Chief Administrative Officer
(since February 1994) of the Holding Company. Director of various Equitable affiliated
companies, including EVLICO.
</TABLE>

27
<PAGE>

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

Joseph J. Melone Chairman of Equitable since February 1994 and a Director of Equitable since November 1990.
Chief Executive Officer of the Holding Company since February 1996 and President of the
Holding Company since May 1992. Previously, Chief Executive Officer of Equitable from
February 1994, to February 1996; prior to February 1994, President, Chief Executive Officer
and Director of Equitable from September 1992 to February 1994 and President, Chief
Operating Officer and a Director since November 1990. Former Chairman, Chief Executive
Officer and Director of EVLICO. Director of various Equitable and AXA affiliated companies.

OTHER OFFICERS

A. Frank Beaz Senior Vice President, Equitable; prior thereto, Vice President, Equitable (until March
1995). Executive Vice President, EQ Financial Consultants, Inc. ("EQF") (May 1995-present).

Leon B. Billis Senior Vice President, Equitable; prior thereto, Vice President, Equitable (until November
1994); Vice President, EVLICO (July 1996 to December 1996).

Harvey Blitz Senior Vice President and Deputy Chief Financial Officer, Equitable. Senior Vice President,
Holding Company; Director or Chairman of various Equitable affiliated companies; Director
(October 1992 to December 1996) and Vice President, EVLICO (April 1995 to December 1996).

Kevin R. Byrne Vice President and Treasurer, Equitable; Vice President and Treasurer, Holding Company;
Treasurer, EVLICO (until December 1996) and Frontier Trust Company; Director or Officer of
other Equitable affiliated companies.

Jerry M. de St. Paer Executive Vice President, Equitable. Senior Executive Vice President (since May 1996) and
Chief Financial Officer (since May 1992) of the Holding Company. Executive Vice President
and Chief Operating Officer (since September 1994) of Equitable Investment Corporation.
Previously held various officerships with Equitable and its affiliates. Director and Senior
Investment Officer, EVLICO (until December 1996). Director of various Equitable affiliated
companies.

Gordon G. Dinsmore Senior Vice President and Corporate Actuary, Equitable. Executive Vice President, Equico.
Director and Senior Vice President, EVLICO (until December 1996); Director of other
Equitable affiliated companies.

Alvin H. Fenichel Senior Vice President and Controller, Equitable. Senior Vice President and Controller,
Holding Company. Vice President and Controller (until December 1996), EVLICO; Vice
President, The Equitable of Colorado, Inc. ("Colorado").

Paul J. Flora Senior Vice President and Auditor, Equitable. Prior thereto, Vice President and Auditor
(February 1994 to March 1996). Vice President and Auditor, Holding Company (September 1994
to present). Vice President/Auditor, National Westminster Bank (November 1984 to June 1994).

Robert E. Garber Executive Vice President and General Counsel, Equitable; Executive Vice President and General
Counsel, Holding Company. Prior thereto, Senior Vice President and General Counsel of
Equitable and the Holding Company (September 1993 to September 1994) and Senior Vice
President and Deputy General Counsel of Equitable (September 1989 to September 1993).

Donald R. Kaplan Vice President and Acting Chief Compliance Officer, Equitable. Prior thereto, Vice President
and Counsel (until June 1996).

Michael S. Martin Senior Vice President, Equitable. Chairman, EQF; Chairman and Chief Executive Officer,
EquiSource of New York (January 1992 to October 1994) and Frontier (April 1992 to October
1994); Vice President, Hudson River Trust ("HRT") (February 1993 to February 1995);
Director, Vice President and Treasurer, Equitable Distributors, Inc. (August 1993 to
February 1995), also Chairman, President, and Chief Executive Officer (December 1993 to
February 1995); Director, Equitable Underwriting and Sales Agency (Bahamas), Ltd. (May 1996
to present) and Colorado (January 1995 to present).
</TABLE>

28
<PAGE>

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

Peter D. Noris Executive Vice President and Chief Investment Officer, Equitable. Executive Vice President
(since May 1995) and Chief Investment Officer (since July 1995), Holding Company. Prior
thereto, Vice President/Manager, Insurance Companies Investment Strategies Group, Solomon
Brothers, Inc. (November 1992 to May 1995). Prior thereto, with Morgan Stanley & Co., Inc.,
from October 1984 to November 1992 as Principal, Fixed Income Insurance Group. Former
Director and Senior Vice President of EVLICO. Director of other Equitable affiliates.

Anthony C. Pasquale Senior Vice President, Equitable. Chairman and President, Equitable Realty Assets
Corporation (July 1995 to present). Director of other Equitable affiliates.

Michael J. Rich Senior Vice President, Equitable, since October 1994; prior thereto, Vice President of
Underwriting, John Hancock Mutual Life Insurance Co. since 1988. Director of EVLICO (May
1995 to December 1996).

Pauline Sherman Vice President, Secretary and Associate General Counsel, Equitable; prior thereto, Vice
President and Associate General Counsel (until September 1995). Vice President, Secretary and
Associate General Counsel, Holding Company (September 1995 to present).

Samuel Shlesinger Senior Vice President and Actuary, Equitable; prior thereto, Vice President and Actuary.
Previously, Director and Senior Vice President, EVLICO (February 1988 to December 1996).
Director, Chairman and Chief Executive Officer, Equitable of Colorado. Vice President, HRT.

Jose S. Suquet Executive Vice President and Chief Agency Officer, Equitable, since August 1994; prior
thereto, Agency Manager, Equitable (February 1985 to August 1994).

Stanley B. Tulin Senior Executive Vice President and Chief Financial Officer, Equitable; prior thereto,
Chairman, Insurance Consulting and Actuarial Practice, Coopers & Lybrand (until April 1996);
Executive Vice President, Holding Company.
</TABLE>

29
<PAGE>

PART 4: ILLUSTRATIONS OF POLICY BENEFITS

To help clarify how the key financial elements of the policy work, a series of
tables has been prepared. The tables show how death benefits, Policy Account and
Cash Surrender Values ("policy benefits") under a hypothetical Incentive Life
Plus policy could vary over time if the Funds of our Separate Account had
CONSTANT hypothetical gross annual investment returns of 0%, 6% or 12% over the
years covered by each table. Actual investment results may be more or less than
those shown. The tables are for a 40-year-old preferred risk male non-tobacco
user. Planned premium payments of $4,000 for an initial Face Amount of $300,000
are assumed to be paid at the beginning of each policy year. The illustration
assumes no policy loan has been taken. The differences between the Policy
Account and the Cash Surrender Values in the first fifteen years are the
Surrender Charges. See SURRENDER CHARGES on page 18.

The tables illustrate both current and guaranteed charges. The current charges
include reductions in cost of insurance charges beginning in the tenth policy
year, which are not guaranteed, and daily charges against the Separate Account
Funds of .60% per annum for mortality and expense risks (.90% for the guaranteed
table). The tables also assume .51% per annum for investment management (the
average of the effective annual advisory fees applicable to each Trust portfolio
during 1995 and the maximum advisory fee for the International Portfolio) and
.04% per annum for direct Trust expenses. The charge reflected for direct Trust
expenses exceeds the aggregate actual charges incurred by the portfolios of the
Trust as a percentage of aggregate average daily Trust net assets during 1995.
The effect of these adjustments is that on a 0% gross rate of return the net
rate of return would be -1.15%, on 6% it would be 4.78%, and on 12% it would be
10.72%. Remember, however, that investment management fees and direct Trust
expenses vary by portfolio. See THE TRUST'S INVESTMENT ADVISER on page 6. The
tables also assume a charge for taxes of 2% of premiums. There are tables for
both death benefit Option A and death benefit Option B.

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

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

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

30
<PAGE>

INCENTIVE LIFE PLUS

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $4,000 INITIAL FACE AMOUNT $300,000
DEATH BENEFIT OPTION A

MALE AGE 40
PREFERRED RISK NON-TOBACCO USER
ASSUMING CURRENT CHARGES

DEATH BENEFIT POLICY ACCOUNT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ACCUMULATED --------------------------------- --------------------------------
YEAR PREMIUMS(1) 0% 6% 12% 0% 6% 12%
----------- ------- -------- -------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,200 $300,000 $300,000 $300,000 $ 2,376 $ 2,556 $ 2,737
2 8,610 300,000 300,000 300,000 5,265 5,793 6,344
3 13,241 300,000 300,000 300,000 8,079 9,142 10,294
4 18,103 300,000 300,000 300,000 10,807 12,598 14,615
5 23,208 300,000 300,000 300,000 13,454 16,172 19,353

6 28,568 300,000 300,000 300,000 16,011 19,858 24,544
7 34,196 300,000 300,000 300,000 18,474 23,659 30,235
8 40,106 300,000 300,000 300,000 20,843 27,581 36,483
9 46,312 300,000 300,000 300,000 23,139 31,653 43,375
10 52,827 300,000 300,000 300,000 25,501 36,033 51,149

15 90,630 300,000 300,000 300,000 36,234 60,836 104,559

20 138,877 300,000 300,000 300,000 44,801 91,397 195,136

25 (age 65) 200,454 300,000 300,000 432,451 51,450 131,371 354,468

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

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

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

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

<TABLE>
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
CASH SURRENDER VALUE ON CASH SURRENDER VALUES ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
- --------------------------------- -------------------------------- -------------------------------------
0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------- -------- -------- ------- ------- ------- --------- --------- ---------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 474 $ 654 $ 835 -88.15% -83.65% -79.12% 7,400.00% 7,400.00% 7,400.00%
3,163 3,691 4,242 -47.98 -41.71 -35.53 717.47 717.47 717.47
5,777 6,840 7,992 -32.34 -25.58 -18.99 283.61 283.61 283.61
8,485 10,276 12,293 -23.82 -16.95 -10.27 162.42 162.42 162.42
11,112 13,830 17,011 -18.98 -12.05 -5.35 109.30 109.30 109.30

13,649 17,496 22,182 -15.95 -8.97 -2.25 80.35 80.35 80.35
16,104 21,290 27,866 -13.87 -6.85 -0.12 62.43 62.43 62.43
18,653 25,391 34,293 -12.16 -6.85 1.54 50.35 50.35 50.35
20,949 29,463 41,185 -11.08 -4.04 2.68 41.74 41.74 41.74
23,676 34,208 49,324 -9.81 -2.87 3.78 35.51 35.31 35.31

36,234 60,836 104,559 -6.62 0.17 6.67 18.45 18.45 18.45

44,801 91,397 195,136 -5.92 1.25 7.89 11.41 11.41 11.41

51,450 131,371 354,468 -5.60 2.04 8.74 7.67 7.67 10.00

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

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

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

31
<PAGE>

INCENTIVE LIFE PLUS

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $4,000 INITIAL FACE AMOUNT $300,000
DEATH BENEFIT OPTION A

MALE AGE 40
PREFERRED RISK NON-TOBACCO USER
ASSUMING GUARANTEED CHARGES

DEATH BENEFIT POLICY ACCOUNT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ACCUMULATED --------------------------------- --------------------------------
YEAR PREMIUMS(1) 0% 6% 12% 0% 6% 12%
----------- ------- -------- -------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,200 $300,000 $300,000 $300,000 $ 2,340 $ 2,519 $ 2,699
2 8,610 300,000 300,000 300,000 5,136 5,656 6,199
3 13,241 300,000 300,000 300,000 7,846 8,888 10,017
4 18,103 300,000 300,000 300,000 10,464 12,211 14,179
5 23,208 300,000 300,000 300,000 12,991 15,631 18,724

6 28,568 300,000 300,000 300,000 15,419 19,143 23,683
7 34,196 300,000 300,000 300,000 17,744 22,748 29,097
8 40,106 300,000 300,000 300,000 19,963 26,446 35,013
9 46,312 300,000 300,000 300,000 22,074 30,238 41,484
10 52,827 300,000 300,000 300,000 24,067 34,120 48,563

15 90,630 300,000 300,000 300,000 31,891 54,693 95,448

20 138,877 300,000 300,000 300,000 34,637 76,267 170,592

25 (age 65) 200,454 300,000 300,000 360,893 29,267 97,092 295,814

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

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

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

<TABLE>
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
CASH SURRENDER VALUE ON CASH SURRENDER VALUES ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
- --------------------------------- -------------------------------- -------------------------------------
0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------- -------- -------- ------- ------- ------- --------- --------- ---------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 438 $ 617 $ 797 -89.04% -84.57% -80.09% 7,400.00% 7,400.00% 7,400.00%
3,034 3,554 4,097 -49.57 -43.30 -37.12 717.47 717.47 717.47
5,544 6,586 7,715 -33.92 -27.13 -20.52 283.61 283.61 283.61
8,142 9,889 11,857 -25.26 -18.35 -11.63 162.42 162.42 162.42
10,649 13,289 16,382 -20.32 -13.33 -6.58 109.30 109.30 109.30

13,057 16,781 21,321 -17.19 -10.15 -3.37 80.35 80.35 80.35
15,374 20,378 26,727 -15.04 -7.95 -1.16 62.43 62.43 62.43
17,773 24,256 32,824 -13.27 -6.20 0.56 50.35 50.35 50.35
19,884 28,048 39,294 -12.18 -5.04 1.75 41.74 41.74 41.74
22,242 32,295 46,738 -11.03 -3.93 2.81 35.31 35.31 35.31

31,891 54,693 95,448 -8.41 -1.17 5.61 18.45 18.45 18.45

34,637 76,267 170,592 -8.89 -0.46 6.76 11.41 11.41 11.41

29,267 97,092 295,814 -11.53 -0.23 7.58 7.67 7.67 8.85

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

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

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

32
<PAGE>

INCENTIVE LIFE PLUS

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $4,000 INITIAL FACE AMOUNT $300,000
DEATH BENEFIT OPTION B

MALE AGE 40
PREFERRED RISK NON-TOBACCO USER
ASSUMING CURRENT CHARGES

DEATH BENEFIT POLICY ACCOUNT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ACCUMULATED --------------------------------- --------------------------------
YEAR PREMIUMS(1) 0% 6% 12% 0% 6% 12%
----------- ------- -------- -------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,200 $302,369 $302,549 $302,729 $ 2,369 $ 2,549 $ 2,729
2 8,610 305,245 305,771 306,319 5,245 5,771 6,319
3 13,241 308,037 309,094 310,239 8,037 9,094 10,239
4 18,103 310,735 312,512 314,513 10,735 12,512 14,513
5 23,208 313,342 316,033 319,182 13,342 16,033 19,182

6 28,568 315,847 319,647 324,275 15,847 19,647 24,275
7 34,196 318,247 323,355 329,831 18,247 23,355 29,831
8 40,106 320,538 327,157 335,896 20,538 27,157 35,896
9 46,312 322,742 331,079 342,549 22,742 31,079 42,549
10 52,827 324,997 335,275 350,015 24,997 35,275 50,015

15 90,630 334,955 358,486 400,222 34,955 58,486 100,222

20 138,877 342,216 385,551 481,685 42,216 85,551 181,685

25 (age 65) 200,454 346,815 418,342 619,058 46,815 118,342 319,058

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

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

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

<TABLE>
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
CASH SURRENDER VALUE ON CASH SURRENDER VALUES ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
- --------------------------------- -------------------------------- -------------------------------------
0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------- -------- -------- ------- ------- ------- --------- --------- ---------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 467 $ 647 $ 827 -88.32% -83.82% -79.31% 7,549.23% 7,463.73% 7,468.24%
3,143 3,669 4,217 -48.23 -41.96 -35.80 724.99 725.74 726.53
5,735 6,792 7,937 -32.62 -25.87 -19.29 287.38 287.87 288.40
8,413 10,190 12,191 -24.12 -17.25 -10.58 165.08 165.52 166.01
11,000 13,691 16,840 -19.30 -12.38 -5.68 111.47 111.90 112.40

13,485 17,285 21,913 -16.28 -9.31 -2.59 82.24 82.68 83.21
15,877 20,985 27,461 -14.23 -7.22 -0.49 64.13 64.59 65.17
18,348 24,967 33,706 -12.54 -5.55 1.15 51.93 52.42 53.05
20,552 28,889 40,359 -11.48 -4.44 2.28 43.22 43.73 44.43
23,173 33,450 48,190 -10.23 -3.28 3.36 36.72 37.27 38.03

34,955 58,486 100,222 -7.12 -0.32 6.18 19.65 20.39 21.59

42,216 85,551 181,685 -6.58 0.63 7.29 12.47 13.42 15.17

46,815 118,342 319,058 -6.50 1.27 8.07 8.60 9.79 12.22

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

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

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

33
<PAGE>

INCENTIVE LIFE PLUS

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $4,000 INITIAL FACE AMOUNT $300,000

MALE AGE 40
PREFERRED RISK NON-TOBACCO USER DEATH BENEFIT OPTION B
ASSUMING GUARANTEED CHARGES

DEATH BENEFIT POLICY ACCOUNT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ACCUMULATED --------------------------------- --------------------------------
YEAR PREMIUMS(1) 0% 6% 12% 0% 6% 12%
----------- ------- -------- -------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,200 $302,333 $302,512 $302,691 $ 2,333 $ 2,512 $ 2,691
2 8,610 305,115 305,633 306,174 5,115 5,633 6,174
3 13,241 307,804 308,839 309,961 7,804 8,839 9,961
4 18,103 310,390 312,124 314,076 10,390 12,124 14,076
5 23,208 312,877 315,490 318,551 12,877 15,490 18,551

6 28,568 315,254 318,931 323,411 15,254 18,931 23,411
7 34,196 317,515 322,442 328,690 17,515 22,442 28,690
8 40,106 319,658 326,021 334,426 19,658 26,021 34,426
9 46,312 321,677 329,664 340,659 21,677 29,664 40,659
10 52,827 323,563 333,363 347,428 23,563 33,363 47,428

15 90,630 330,545 352,216 390,873 30,545 52,216 90,873

20 138,877 331,720 369,572 455,066 31,720 69,572 155,066

25 (age 65) 200,454 323,921 380,973 548,579 23,921 80,973 248,579

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

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

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

<TABLE>
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
CASH SURRENDER VALUE ON CASH SURRENDER VALUES ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
- --------------------------------- -------------------------------- -------------------------------------
0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------- -------- -------- ------- ------- ------- --------- --------- ---------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 432 $ 610 $ 789 -89.21% -84.76% -80.28% 7,458.34% 7,462.79% 7,467.27%
3,013 3,531 4,072 -49.83 -43.56 -37.40 724.81 725.55 726.32
5,502 6,537 7,659 -34.21 -27.44 -20.83 287.27 287.75 288.27
8,068 9,802 11,754 -25.58 -18.67 -11.96 165.00 165.42 165.90
10,535 13,148 16,209 -20.65 -13.67 -6.93 111.40 111.81 112.30

12,892 16,569 21,049 -17.54 -10.50 -3.74 82.17 82.60 83.11
15,145 20,072 26,320 -15.42 -8.33 -1.55 64.06 64.51 65.07
17,468 23,831 32,236 -13.67 -6.59 0.16 51.87 52.34 52.94
19,487 27,474 38,469 -12.60 -5.46 1.32 43.15 43.65 44.31
21,783 31,538 45,603 -11.47 -4.37 2.37 36.64 37.17 37.90

30,545 52,216 90,873 -9.03 -1.76 5.03 19.51 20.20 21.33

31,720 69,572 155,066 -9.96 -1.35 5.95 12.22 13.08 14.73

23,921 80,973 248,579 -14.05 -1.67 6.44 8.16 9.20 11.48

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

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

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

<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 statements 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, Quality Bond Division, High Yield
Division, Growth and Income Division, Equity Index Division, Common Stock
Division, Global Division, International Division, Aggressive Stock Division,
Conservative Investors Division, Balanced Division and Growth Investors
Division, separate investment divisions of Equitable Variable Life Insurance
Company ("Equitable Variable Life") Separate Account FP at December 31, 1995 and
the results of each of their operations and changes in each of their net assets
for each of the periods indicated, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Equitable Variable Life'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, 1995 with the transfer agent, provide a reasonable basis for the
opinion expressed above.

[__________________________________]
New York, NY
February 7, 1996, except as to Note 8 which is as of September 19, 1996

FSA-1
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
<TABLE>
<CAPTION>

INTERMEDIATE
MONEY GOVERNMENT QUALITY HIGH GROWTH & EQUITY
MARKET SECURITIES BOND YIELD INCOME 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 7)
Cost: $207,548,119..... $207,638,095
37,536,467..... $37,681,989
141,011,715..... $138,906,039
68,700,148..... $72,524,129
17,021,456..... $19,144,802
59,443,291..... $71,895,056
Receivable for sales of
shares of The Hudson
River Trust........... -- -- -- -- -- --
Receivable for policy-
related transactions.. 1,030,719 472,227 195,736 671,870 272,371 214,843
------------ ----------- ------------ ----------- ----------- -----------
Total Assets............ 208,668,814 38,154,216 139,101,775 73,195,999 19,417,173 72,109,899
------------ ----------- ------------ ----------- ----------- -----------
LIABILITIES
Payable for purchases
of shares of The
Hudson River
Trust................. 1,021,043 488,551 195,429 740,734 272,227 214,856
Payable for policy-
related transactions.. -- -- -- -- -- --
Amount retained by
Equitable Variable Life
in Separate Account
FP (Note 4)........... 514,240 516,621 618,900 524,303 526,633 271,428
------------ ----------- ------------ ----------- ---------- -----------
Total Liabilities....... 1,535,283 1,005,172 814,329 1,265,037 798,860 486,284
------------ ----------- ------------ ----------- ---------- -----------
NET ASSETS ATTRIBUTABLE
TO POLICYOWNERS......... $207,133,531 $37,149,044 $138,287,446 $71,930,962 $18,618,313 $71,623,615
============ =========== ============ =========== =========== ===========

</TABLE>
See Notes to Financial Statements.

COMMON AGGRESSIVE
STOCK GLOBAL INTERNATIONAL STOCK
DIVISION DIVISION DIVISION DIVISION
-------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
Investments in shares of
The Hudson River
Trust -- at market
value (Notes 2 and 7)
Cost: 966,230,780...... $1,148,055,059
297,303,481...... $333,829,077
11,991,226...... $12,659,132
475,758,260...... $556,029,378
Receivable for sales of
shares of The Hudson
River Trust........... -- -- -- --
Receivable for policy-
related transactions.. 233,000 421,042 137,166 800,569
-------------- ------------ ----------- ------------
Total Assets............ 1,148,288,059 334,250,119 12,796,298 556,829,947
-------------- ------------ ----------- ------------
LIABILITIES
Payable for purchases
of shares of The
Hudson River
Trust................. 679,729 246,368 143,511 1,121,615
Payable for policy-
related transactions.. -- -- -- --
Amount retained by
Equitable Variable Life
in Separate Account
FP (Note 4)........... 1,023,056 506,731 220,849 520,201
-------------- ------------ ----------- ------------
Total Liabilities....... 1,702,785 753,099 364,360 1,641,816
-------------- ------------ ----------- ------------
NET ASSETS ATTRIBUTABLE
TO POLICYOWNERS....... $1,146,585,274 $333,497,020 $12,431,938 $555,188,131
============== ============ =========== ============

</TABLE>
See Notes to Financial Statements.

ASSET ALLOCATION SERIES
--------------------------------------------
CONSERVATIVE GROWTH
INVESTORS BALANCED INVESTORS
DIVISION DIVISION DIVISION
------------ ------------ ------------
ASSETS
Investments in shares of
The Hudson River
Trust -- at market
value (Notes 2 and 7)
Cost: 162,300,470...... $172,662,590
356,282,500...... $399,379,687
474,917,898...... $556,703,771
Receivable for sales of
shares of The Hudson
River Trust........... 76,736 -- --
Receivable for policy-
related transactions.. -- -- 191,779
------------ ------------ ------------
Total Assets............ 172,739,326 399,379,687 556,895,550
------------ ------------ ------------
LIABILITIES
Payable for purchases
of shares of The
Hudson River
Trust................. -- 179,701 414,996
Payable for policy-
related transactions.. 81,465 47,918 --
Amount retained by
Equitable Variable Life
in Separate Account
FP (Note 4)........... 570,762 586,859 602,888
------------ ------------ ------------
Total Liabilities....... 652,227 814,478 1,017,884
------------ ------------ ------------
NET ASSETS ATTRIBUTABLE
TO POLICYOWNERS....... $172,087,099 $398,565,209 $555,877,666
============ ============ ============

See Notes to Financial Statements.

FSA-2
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS

INTERMEDIATE GOVERNMENT
MONEY MARKET DIVISION SECURITIES DIVISION
------------------------------------ --------------------------------------

YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------------ --------------------------------------

1995 1994 1993 1995 1994 1993
---------- ---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Income (Note 2):
Dividends from The Hudson River Trust......... $9,225,401 $5,368,883 $4,163,389 $2,010,283 $ 5,671,984 $14,930,827
Expenses (Note 3):
Mortality and expense risk charges............ 954,556 826,379 834,113 197,721 527,675 1,470,325
---------- ---------- ---------- ---------- ----------- -----------
NET INVESTMENT INCOME............................. 8,270,845 4,542,504 3,329,276 1,812,562 5,144,309 13,460,502
---------- ---------- ---------- ---------- ----------- -----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 2):
Realized gain (loss) on investments........... (432,347) 95,530 (339,754) (810,768) (10,163,976) 3,999,846
Realized gain distribution from
The Hudson River Trust...................... -- -- -- -- -- 11,449,074
---------- ---------- ---------- ---------- ----------- -----------
NET REALIZED GAIN (LOSS).......................... (432,347) 95,530 (339,754) (810,768) (10,163,976) 15,448,920

Unrealized appreciation/depreciation on
investments:
Beginning of period........................... 32,760 (14,267) (224,885) (2,736,863) (1,617,237) 1,966,231
End of period................................. 89,976 32,760 (14,267) 145,522 (2,736,863) (1,617,237)
---------- ---------- ---------- ---------- ----------- -----------
Change in unrealized appreciation/depreciation
during the period............................. 57,216 47,027 210,618 2,882,385 (1,119,626) (3,583,468)
---------- ---------- ---------- ---------- ----------- -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS.................................. (375,131) 142,557 (129,136) 2,071,617 (11,283,602) 11,865,452
---------- ---------- ---------- ---------- ----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS................................. $7,895,714 $4,685,061 $3,200,140 $3,884,179 $(6,139,293) $25,325,954
========== ========== ========== ========== =========== ===========
</TABLE>

QUALITY BOND DIVISION
-------------------------------------------

OCTOBER 1*
TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
--------------------------- ------------

1995 1994 1993
----------- ------------ ------------
<S> <C> <C> <C>
INCOME AND EXPENSES:
Income (Note 2):
Dividends from The Hudson River Trust......... $ 7,958,285 $ 8,123,722 $ 1,221,840
Expenses (Note 3):
Mortality and expense risk charges............ 767,627 689,178 163,308
----------- ------------ ------------
NET INVESTMENT INCOME............................. 7,190,658 7,434,544 1,058,532
----------- ------------ ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 2):
Realized gain (loss) on investments........... (632,666) (410,697) (106)
Realized gain distribution from
The Hudson River Trust...................... -- -- 130,973
----------- ------------ ------------
NET REALIZED GAIN (LOSS).......................... (632,666) (410,697) 130,867

Unrealized appreciation/depreciation on
investments:
Beginning of period........................... (15,521,200) (1,886,621) --
End of period................................. (2,105,676) (15,521,200) (1,886,621)
----------- ------------ -----------
Change in unrealized appreciation/depreciation
during the period............................. 13,415,524 (13,634,579) (1,886,621)
----------- ------------ -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS.................................. 12,782,858 (14,045,276) (1,755,754)
----------- ------------ -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS................................. $19,973,516 $ (6,610,732) $ (697,222)
=========== ============ ===========

See Notes to Financial Statements.

<FN>
* Commencement of Operations
</FN>
</TABLE>

FSA-3
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONTINUED)

HIGH YIELD DIVISION
----------------------------------------

YEAR ENDED DECEMBER 31,
----------------------------------------
1995 1994 1993
----------- ----------- ----------
<S> <C> <C> <C>
INCOME AND EXPENSES:
Income (Note 2):
Dividends from The Hudson River Trust................. $ 6,518,568 $ 4,578,946 $4,488,259
Expenses (Note 3):
Mortality and expense risk charges.................... 371,369 305,522 285,992
----------- ----------- ----------
NET INVESTMENT INCOME..................................... 6,147,199 4,273,424 4,202,267
----------- ----------- ----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 2):
Realized gain (loss) on investments................... (179,454) (328,199) 107,852
Realized gain distribution from
The Hudson River Trust.............................. -- -- 1,030,687
----------- ----------- ----------
NET REALIZED GAIN (LOSS).................................. (179,454) (328,199) 1,138,539

Unrealized appreciation/depreciation on investments:
Beginning of period................................... (873,103) 4,734,999 763,746
End of period......................................... 3,823,981 (873,103) 4,734,999
----------- ----------- ----------
Change in unrealized appreciation/depreciation
during the period..................................... 4,697,084 (5,608,102) 3,971,253
----------- ----------- ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.... 4,517,630 (5,936,301) 5,109,792
----------- ----------- ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS......................................... $10,664,829 $(1,662,877) $9,312,059
=========== =========== ==========

</TABLE>
See Notes to Financial Statements.

GROWTH & INCOME DIVISION EQUITY INDEX DIVISION
--------------------------------------- --------------------------
OCTOBER 1* APRIL 1*
TO YEAR ENDED TO
YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
------------------------ ------------- ----------- -------------
1995 1994 1993 1995 1994
---------- --------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Income (Note 2):
Dividends from The Hudson River Trust................. $ 380,677 $ 108,492 $ 3,394 $ 964,775 $ 596,180
Expenses (Note 3):
Mortality and expense risk charges.................... 69,716 19,204 1,833 289,199 152,789
---------- --------- ------- ----------- ---------
NET INVESTMENT INCOME..................................... 310,961 89,288 1,561 675,576 443,391
---------- --------- ------- ----------- ---------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 2):
Realized gain (loss) on investments................... 2,791 (11,709) (134) 3,060 (6,949)
Realized gain distribution from
The Hudson River Trust.............................. -- -- -- 536,890 134,154
---------- --------- ------- ----------- ---------
NET REALIZED GAIN (LOSS).................................. 2,791 (11,709) (134) 539,950 127,205

Unrealized appreciation/depreciation on investments:
Beginning of period................................... (141,585) (904) -- (399,286) --
End of period......................................... 2,123,346 (141,585) (904) 12,451,765 (399,286)
---------- --------- ------- ----------- ---------
Change in unrealized appreciation/depreciation
during the period..................................... 2,264,931 (140,681) (904) 12,851,051 (399,286)
---------- --------- ------- ----------- ---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.... 2,267,722 (152,390) (1,038) 13,391,001 (272,081)
---------- --------- ------- ----------- ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS......................................... $2,578,683 $ (63,102) $ 523 $14,066,577 $ 171,310
========== ========= ======= =========== =========

See Notes to Financial Statements.

<FN>
* Commencement of Operations
</FN>
</TABLE>

FSA-4
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONTINUED)

COMMON STOCK DIVISION GLOBAL STOCK DIVISION
-------------------------------------------- -----------------------------------------

YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
-------------------------------------------- -----------------------------------------
1995 1994 1993 1995 1994 1993
------------ ------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Income (Note 2):
Dividends from The Hudson
River Trust.................... $ 14,259,262 $ 11,755,355 $ 10,311,886 $ 5,152,442 $ 2,768,605 $ 1,060,406
Expenses (Note 3):
Mortality and expense risk
charges........................ 6,050,368 4,741,008 4,005,102 1,743,898 1,211,620 466,897
------------ ------------ ------------ ----------- ----------- -----------
NET INVESTMENT INCOME................ 8,208,894 7,014,347 6,306,784 3,408,544 1,556,985 593,509
------------ ------------ ------------ ----------- ----------- -----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 2):
Realized gain (loss) on
investments.................... 16,793,683 292,144 4,176,629 3,049,444 3,347,704 1,333,766
Realized gain distribution from
The Hudson River Trust......... 63,838,178 43,936,280 85,777,775 9,214,950 4,821,242 11,642,904
------------ ------------ ------------ ----------- ----------- -----------
NET REALIZED GAIN (LOSS)............. 80,631,861 44,228,424 89,954,404 12,264,394 8,168,946 12,976,670

Unrealized appreciation
(depreciation) on investments:
Beginning of period.............. (2,048,649) 71,350,568 22,647,989 3,130,280 7,062,877 2,783,724
End of period.................... 181,824,279 (2,048,649) 71,350,568 36,525,596 3,130,280 7,062,877
------------ ------------ ------------ ----------- ----------- -----------
Change in unrealized appreciation/
depreciation during the period... 183,872,928 (73,399,217) 48,702,579 33,395,316 (3,932,597) 4,279,153
------------ ------------ ------------ ----------- ----------- -----------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS.............. 264,504,789 (29,170,793) 138,656,983 45,659,710 4,236,349 17,255,823
------------ ------------ ------------ ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS.......... $272,713,683 $(22,156,446) $144,963,767 $49,068,254 $ 5,793,334 $17,849,332
============ ============ ============ =========== =========== ===========

</TABLE>
See Notes to Financial Statements.

<TABLE>
<CAPTION>
INTERNATIONAL
DIVISION AGGRESSIVE STOCK DIVISION
-------------- --------------------------------------------
APRIL 3*
TO
DECEMBER 31, YEAR ENDED DECEMBER 31,
-------------- --------------------------------------------
1995 1995 1994 1993
---------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCOME AND EXPENSES:
Income (Note 2):
Dividends from The Hudson
River Trust.................... $195,500 $ 1,268,689 $ 400,102 $ 766,228
Expenses (Note 3):
Mortality and expense risk
charges........................ 36,471 2,702,978 1,944,639 1,757,109
-------- ------------ ------------ ------------
NET INVESTMENT INCOME................ 159,029 (1,434,289) (1,544,537) (990,881)
-------- ------------ ------------ ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 2):
Realized gain (loss) on
investments.................... (790) 11,560,966 (6,075,250) 35,696,507
Realized gain distribution from
The Hudson River Trust......... 51,741 61,903,470 -- 25,339,962
-------- ------------ ------------ ------------
NET REALIZED GAIN (LOSS)............. 50,951 73,464,436 (6,075,250) 61,036,469

Unrealized appreciation
(depreciation) on investments:
Beginning of period.............. -- 30,761,318 35,185,988 53,885,737
End of period.................... 667,906 80,271,118 30,761,318 35,185,988
-------- ------------ ------------ ------------
Change in unrealized appreciation/
depreciation during the period... 667,906 49,509,800 (4,424,670) (18,699,749)
-------- ------------ ------------ ------------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS.............. 718,857 122,974,236 (10,499,920) 42,336,720
-------- ------------ ------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS.......... $877,886 $121,539,947 $(12,044,457) $ 41,345,839
======== ============ ============ ============

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>

FSA-5
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONCLUDED)

<TABLE>
<CAPTION>
ASSET ALLOCATION SERIES
---------------------------------------------------------------------------------
CONSERVATIVE INVESTORS DIVISION BALANCED DIVISION
-------------------------------------- ----------------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
-------------------------------------- ----------------------------------------
1995 1994 1993 1995 1994 1993
----------- ----------- ---------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Income (Note 2):
Dividends from The Hudson River Trust....... $ 8,169,109 $ 6,205,574 $4,088,977 $12,276,328 $ 10,557,487 $10,062,862
Expenses (Note 3):
Mortality and expense risk charges.......... 921,294 750,164 551,610 2,237,982 2,103,510 2,047,811
----------- ----------- ---------- ----------- ------------ -----------
NET INVESTMENT INCOME........................... 7,247,815 5,455,410 3,537,367 10,038,346 8,453,977 8,015,051
----------- ----------- ---------- ----------- ------------ -----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 2):
Realized gain (loss) on investments......... (378,551) (421,501) 91,739 (2,466,524) 858,164 1,446,919
Realized gain distribution from
The Hudson River Trust.................... 1,068,272 -- 4,651,717 10,894,130 -- 20,280,817
----------- ----------- ---------- ----------- ------------ -----------
NET REALIZED GAIN (LOSS)........................ 689,721 (421,502) 4,743,456 8,427,606 858,164 21,727,736

Unrealized appreciation (depreciation) on
investments:
Beginning of period......................... (8,767,697) 1,915,037 2,223,612 (2,878,875) 37,960,661 30,072,900
End of period............................... 10,362,120 (8,767,697) 1,915,037 43,097,187 (2,878,875) 37,960,661
----------- ----------- ---------- ----------- ------------ -----------
Change in unrealized appreciation/depreciation
during the period........................... 19,129,817 (10,682,734) (308,575) 45,976,062 (40,839,536) 7,887,761
----------- ----------- ---------- ----------- ------------ -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS................................ 19,819,538 (11,104,236) 4,434,881 54,403,668 (39,981,372) 29,615,497
----------- ----------- ---------- ----------- ------------ -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS............................... $27,067,353 $(5,648,826) $7,972,248 $64,442,014 $(31,527,395) $37,630,548
=========== =========== ========== =========== ============ ===========

</TABLE>
See Notes to Financial Statements.

<TABLE>
<CAPTION>
ASSET ALLOCATION SERIES
-------------------------------------------
GROWTH INVESTORS DIVISION
-------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------
1995 1994 1993
------------ ------------ -----------
<S> <C> <C> <C>
INCOME AND EXPENSES:
Income (Note 2):
Dividends from The Hudson River Trust......... $ 15,855,901 $ 10,663,204 $ 5,922,228
Expenses (Note 3):
Mortality and expense risk charges............ 2,796,354 1,995,747 1,274,117
------------ ------------ -----------
NET INVESTMENT INCOME............................. 13,059,547 8,667,457 4,648,111
------------ ------------ -----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 2):
Realized gain (loss) on investments........... 1,752,185 241,591 52,392
Realized gain distribution from
The Hudson River Trust...................... 7,421,853 -- 14,624,517
------------ ------------ -----------
NET REALIZED GAIN (LOSS).......................... 9,174,038 241,591 14,676,909

Unrealized appreciation (depreciation) on
investments:
Beginning of period........................... (770,693) 20,567,604 12,746,740
End of period................................. 81,785,873 (770,693) 20,567,604
------------ ------------ -----------
Change in unrealized appreciation/depreciation
during the period............................. 82,556,566 (21,338,297) 7,820,864
------------ ------------ -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS.................................. 91,730,604 (21,096,706) 22,497,773
------------ ------------ -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS................................. $104,790,151 $(12,429,249) $27,145,884
============ ============ ===========

</TABLE>
See Notes to Financial Statements.

FSA-6
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
INTERMEDIATE GOVERNMENT
MONEY MARKET DIVISION SECURITIES DIVISION
------------------------------------------ -------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
Net investment income............. $ 8,270,845 $ 4,542,504 $ 3,329,276 $ 1,812,562 $ 5,144,309 $ 13,460,502
Net realized gain (loss).......... (432,347) 95,530 (339,754) (810,768) (10,163,976) 15,448,920
Change in unrealized appreciation/
depreciation on investments..... 57,216 47,027 210,618 2,882,385 (1,119,626) (3,583,468)
------------ ------------ ------------ ----------- ------------- -------------

Net increase (decrease)
from operations................. 7,895,714 4,685,061 3,200,140 3,884,179 (6,139,293) 25,325,954
------------ ------------ ------------ ----------- ------------- -------------
FROM POLICY-RELATED TRANSACTIONS:
Net premiums (Note 3)............. 96,773,056 82,536,703 64,845,505 11,016,347 18,915,140 26,598,113
Benefits and other policy-related
transactions (Note 3)........... (39,770,849) (32,432,771) (31,747,197) (6,286,070) (5,813,181) (7,539,335)
Net transfers among divisions..... 4,776,165 (25,466,044) (50,510,704) 953,149 (125,116,319) (180,916,946)
------------ ------------ ------------ ----------- ------------- -------------
Net increase (decrease) from
policy-related transactions..... 61,778,372 24,637,888 (17,412,396) 5,683,426 (112,014,360) (161,858,168)
------------ ------------ ------------ ----------- ------------- -------------
NET (INCREASE) DECREASE IN AMOUNT
RETAINED BY EQUITABLE VARIABLE IN
SEPARATE ACCOUNT FP (Note 4)...... (36,640) (24,067) 92,890 (72,636) 15,335 (69,330)
------------ ------------ ------------ ----------- ------------- -------------
INCREASE (DECREASE) IN NET ASSETS... 69,637,446 29,298,882 (14,119,366) 9,494,969 (118,138,318) (136,601,544)
NET ASSETS, BEGINNING OF PERIOD..... 137,496,085 108,197,203 122,316,569 27,654,075 145,792,393 282,393,937
------------ ------------ ------------ ----------- ------------- -------------
NET ASSETS, END OF PERIOD........... $207,133,531 $137,496,085 $108,197,203 $37,149,044 $ 27,654,075 $ 145,792,393
============ ============ ============ =========== ============= =============

</TABLE>
See Notes to Financial Statements.

QUALITY BOND DIVISION
-------------------------------------------
OCTOBER 1*
TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
---------------------------- -----------
1995 1994 1993
------------ ------------ -----------
<S> <C> <C> <C>

INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
Net investment income............. $ 7,190,658 $ 7,434,544 $ 1,058,532
Net realized gain (loss).......... (632,666) (410,697) 130,867
Change in unrealized appreciation/
depreciation on investments..... 13,415,524 (13,634,579) (1,886,621)
------------ ------------ -----------

Net increase (decrease)
from operations................. 19,973,516 (6,610,732) (697,222)
------------ ------------ -----------
FROM POLICY-RELATED TRANSACTIONS:
Net premiums (Note 3)............. 2,516,135 850,240 181,283
Benefits and other policy-related
transactions (Note 3)........... (3,189,044) (2,891,278) (441,626)
Net transfers among divisions..... 2,462,969 25,765,197 100,786,909
------------ ------------ -----------
Net increase (decrease) from
policy-related transactions..... 1,790,060 23,724,159 100,526,566
------------ ------------ -----------
NET (INCREASE) DECREASE IN AMOUNT
RETAINED BY EQUITABLE VARIABLE IN
SEPARATE ACCOUNT FP (Note 4)...... (712,602) 255,654 38,047
------------ ------------ -----------
INCREASE (DECREASE) IN NET ASSETS... 21,050,974 17,369,081 99,867,391
NET ASSETS, BEGINNING OF PERIOD..... 117,236,472 99,867,391 --
------------ ------------ -----------
NET ASSETS, END OF PERIOD........... $138,287,446 $117,236,472 $99,867,391
============ ============ ===========

See Notes to Financial Statements.
<FN>

*Commencement of Operations
</FN>
</TABLE>

FSA-7
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
HIGH YIELD DIVISION
------------------------------------------

YEAR ENDED DECEMBER 31,
------------------------------------------
1995 1994 1993
----------- ------------ -----------

<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
Net investment income................................... $ 6,147,199 $ 4,273,424 $ 4,202,267
Net realized gain (loss)................................ (179,454) (328,199) 1,138,539
Change in unrealized appreciation/
depreciation on investments........................... 4,697,084 (5,608,102) 3,971,253
----------- ------------ -----------
Net increase (decrease) from operations................. 10,664,829 (1,662,877) 9,312,059
----------- ------------ -----------
FROM POLICY-RELATED TRANSACTIONS:
Net premiums (Note 3)................................... 15,333,474 14,287,345 10,787,763
Benefits and other policy-related
transactions (Note 3)................................. (8,211,013) (7,162,537) (5,179,424)
Net transfers among divisions........................... 4,789,450 (11,048,174) 1,006,671
----------- ------------ -----------
Net increase (decrease) from policy-related
transactions.......................................... 11,911,911 (3,923,366) 6,615,010
----------- ------------ -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE
VARIABLE IN SEPARATE ACCOUNT FP (Note 4)................ (100,679) 16,028 (31,889)
----------- ------------ -----------
INCREASE (DECREASE) IN NET ASSETS......................... 22,476,061 (5,570,215) 15,895,180
NET ASSETS, BEGINNING OF PERIOD........................... 49,454,901 55,025,116 39,129,936
----------- ------------ -----------
NET ASSETS, END OF PERIOD................................. $71,930,962 $ 49,454,901 $55,025,116
=========== ============ ===========

</TABLE>
See Notes to Financial Statements.

<TABLE>
<CAPTION>
GROWTH & INCOME DIVISION EQUITY INDEX DIVISION
------------------------------------- --------------------------
OCTOBER 1* APRIL 1*
TO YEAR ENDED TO
YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
------------------------- ----------- ----------- -----------
1995 1994 1993 1995 1994
----------- ---------- ----------- ----------- -----------

<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
Net investment income................................... $ 310,961 $ 89,288 $ 1,561 $ 675,576 $ 443,391
Net realized gain (loss)................................ 2,791 (11,709) (134) 539,950 127,205
Change in unrealized appreciation/
depreciation on investments........................... 2,264,931 (140,681) (904) 12,851,051 (399,286)
----------- ---------- -------- ----------- -----------
Net increase (decrease) from operations................. 2,578,683 (63,102) 523 14,066,577 171,310
----------- ---------- -------- ----------- -----------
FROM POLICY-RELATED TRANSACTIONS:
Net premiums (Note 3)................................... 6,464,035 2,953,965 182,381 10,308,871 690,540
Benefits and other policy-related
transactions (Note 3)................................. (1,385,132) (481,430) (6,581) (2,111,532) (472,818)
Net transfers among divisions........................... 5,274,221 3,033,230 279,153 18,305,589 30,736,505
----------- ---------- -------- ----------- -----------
Net increase (decrease) from policy-related
transactions.......................................... 10,353,124 5,505,765 454,953 26,502,928 30,954,227
----------- ---------- -------- ----------- -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE
VARIABLE IN SEPARATE ACCOUNT FP (Note 4)................ (221,877) 6,113 4,131 (71,293) (134)
----------- ---------- -------- ----------- -----------
INCREASE (DECREASE) IN NET ASSETS......................... 12,709,930 5,448,776 459,607 40,498,212 31,125,403
NET ASSETS, BEGINNING OF PERIOD........................... 5,908,383 459,607 -- 31,125,403 --
----------- ---------- -------- ----------- -----------
NET ASSETS, END OF PERIOD................................. $18,618,313 $5,908,383 $459,607 $71,623,615 $31,125,403
=========== ========== ======== =========== ===========

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>

FSA-8
<PAGE>
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
COMMON STOCK DIVISION GLOBAL STOCK DIVISION
-------------------------------------------- ------------------------------------------

YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
-------------------------------------------- ------------------------------------------
1995 1994 1993 1995 1994 1993
-------------- ------------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:

FROM OPERATIONS:
Net investment income..... $ 8,208,894 $ 7,014,347 $ 6,306,784 $ 3,408,544 $ 1,556,985 $ 593,509
Net realized gain (loss).. 80,631,861 44,228,424 89,954,404 12,264,394 8,168,946 12,976,670
Change in unrealized
appreciation/
depreciation on
investments............. 183,872,928 (73,399,217) 48,702,579 33,395,316 (3,932,597) 4,279,153
-------------- ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
from operations......... 272,713,683 (22,156,446) 144,963,767 49,068,254 5,793,334 17,849,332
-------------- ------------ ------------ ------------ ------------ ------------
FROM POLICY-RELATED
TRANSACTIONS:
Net premiums (Note 3)..... 216,068,996 171,525,812 124,210,476 92,666,618 77,766,997 25,508,452
Benefits and other
policy-related
transactions (Note 3)... (118,456,643) (93,481,219) (77,837,895) (37,507,499) (23,371,745) (8,931,159)
Net transfers among
divisions............... (34,354,864) 19,730,410 (9,498,455) (12,472,104) 47,610,957 59,544,080
-------------- ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
from policy-related
transactions............ 63,257,489 97,775,003 36,874,126 42,687,015 102,006,209 76,121,373
-------------- ------------ ------------ ------------ ------------ ------------
NET (INCREASE) DECREASE IN
AMOUNT RETAINED BY
EQUITABLE VARIABLE IN
SEPARATE ACCOUNT FP
(Note 4).................. (392,099) 44,948 (124,376) (96,720) (17,737) 4,085
-------------- ------------ ------------ ------------ ------------ ------------
INCREASE IN NET ASSETS...... 335,579,073 75,663,505 181,713,517 91,658,549 107,781,806 93,974,790
NET ASSETS, BEGINNING OF
PERIOD.................... 811,006,201 735,342,696 553,629,179 241,838,471 134,056,665 40,081,875
-------------- ------------ ------------ ------------ ------------ ------------
NET ASSETS, END OF
PERIOD.................... $1,146,585,274 $811,006,201 $735,342,696 $333,497,020 $241,838,471 $134,056,665
============== ============ ============ ============ ============ ============

</TABLE>
See Notes to Financial Statements.

<TABLE>
<CAPTION>
INTERNATIONAL
DIVISION AGGRESSIVE STOCK DIVISION
----------- ------------------------------------------
APRIL 3*
TO
DECEMBER 31, YEAR ENDED DECEMBER 31,
----------- ------------------------------------------
1995 1995 1994 1993
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:

FROM OPERATIONS:
Net investment income..... $ 159,029 $ (1,434,289) $ (1,544,537) $ (990,881)
Net realized gain (loss).. 50,951 73,464,436 (6,075,250) 61,036,469
Change in unrealized
appreciation/
depreciation on
investments............. 667,906 49,509,800 (4,424,670) (18,699,749)
----------- ------------ ------------ ------------
Net increase (decrease)
from operations......... 877,886 121,539,947 (12,044,457) 41,345,839
----------- ------------ ------------ ------------
FROM POLICY-RELATED
TRANSACTIONS:
Net premiums (Note 3)..... 2,028,670 121,962,483 101,932,221 77,930,596
Benefits and other
policy-related
transactions (Note 3)... (339,723) (63,165,185) (48,604,650) (39,462,340)
Net transfers among
divisions............... 9,885,952 19,367,834 4,346,636 (73,890,214)
----------- ------------ ------------ ------------
Net increase (decrease)
from policy-related
transactions............ 11,574,899 78,165,132 57,674,207 (35,421,958)
----------- ------------ ------------ ------------
NET (INCREASE) DECREASE IN
AMOUNT RETAINED BY
EQUITABLE VARIABLE IN
SEPARATE ACCOUNT FP
(Note 4).................. (20,847) (188,813) 35,791 (2,220)
----------- ------------ ------------ ------------
INCREASE IN NET ASSETS...... 12,431,938 199,516,266 45,665,541 5,921,661
NET ASSETS, BEGINNING OF
PERIOD.................... 0 355,671,865 310,006,324 304,084,663
----------- ------------ ------------ ------------
NET ASSETS, END OF
PERIOD.................... $12,431,938 $555,188,131 $355,671,865 $310,006,324
=========== ============ ============ ============

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>
FSA-9
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)

<TABLE>
<CAPTION>
ASSET ALLOCATION SERIES
-----------------------------------------------------------------------------------------
CONSERVATIVE INVESTORS DIVISION BALANCED DIVISION
------------------------------------------- ------------------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------------------- ------------------------------------------
1995 1994 1993 1995 1994 1993
------------- ------------ ------------ ------------ ------------ ------------

<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
Net investment income.............. $ 7,247,815 $ 5,455,410 $ 3,537,367 $ 10,038,346 $ 8,453,977 $ 8,015,051
Net realized gain (loss)........... 689,721 (421,502) 4,743,456 8,427,606 858,164 21,727,736
Change in unrealized appreciation/
depreciation on investments...... 19,129,817 (10,682,734) (308,575) 45,976,062 (40,839,536) 7,887,761
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
from operations.................. 27,067,353 (5,648,826) 7,972,248 64,442,014 (31,527,395) 37,630,548
------------ ------------ ------------ ------------ ------------ ------------
FROM POLICY-RELATED TRANSACTIONS:
Net premiums (Note 3).............. 41,419,959 48,492,315 43,782,002 63,451,955 70,116,900 67,351,402
Benefits and other policy-related
transactions (Note 3)............ (22,866,003) (21,612,430) (17,644,077) (48,742,571) (45,655,363) (44,497,967)
Net transfers among divisions...... (3,379,296) (2,076,793) 6,165,330 (18,908,540) (19,954,097) (6,834,099)
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) from
policy-related transactions...... 15,174,660 24,803,092 32,303,255 (4,199,156) 4,507,440 16,019,336
------------ ------------ ------------ ------------ ------------ ------------
NET (INCREASE) DECREASE IN AMOUNT
RETAINED BY EQUITABLE VARIABLE
IN SEPARATE ACCOUNT FP (Note 4).... (95,412) 22,600 18,535 (93,214) 47,322 256,506
------------ ------------ ------------ ------------ ------------ ------------
INCREASE (DECREASE) IN NET ASSETS.... 42,146,601 19,176,866 40,294,038 60,149,644 (26,972,633) 53,906,390
NET ASSETS, BEGINNING OF PERIOD...... 129,940,498 110,763,632 70,469,594 338,415,565 365,388,198 311,481,808
------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS, END OF PERIOD............ $172,087,099 $129,940,498 $110,763,632 $398,565,209 $338,415,565 $365,388,198
============ ============ ============ ============ ============ ============

</TABLE>
See Notes to Financial Statements.

<TABLE>
<CAPTION>
ASSET ALLOCATION SERIES
--------------------------------------------
GROWTH INVESTORS DIVISION
--------------------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------------
1995 1994 1993
------------ ------------ ------------

<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
Net investment income.............. $ 13,059,547 $ 8,667,457 $ 4,648,111
Net realized gain (loss)........... 9,174,038 241,591 14,676,909
Change in unrealized appreciation/
depreciation on investments...... 82,556,566 (21,338,297) 7,820,864
------------ ------------ ------------
Net increase (decrease)
from operations.................. 104,790,151 (12,429,249) 27,145,884
------------ ------------ ------------
FROM POLICY-RELATED TRANSACTIONS:
Net premiums (Note 3).............. 155,616,059 139,140,391 105,136,825
Benefits and other policy-related
transactions (Note 3)............ (68,357,709) (54,863,821) (36,431,873)
Net transfers among divisions...... (3,269,896) 20,294,785 30,908,183
------------ ------------ ------------
Net increase (decrease) from
policy-related transactions...... 83,988,454 104,571,355 99,613,135
------------ ------------ ------------
NET (INCREASE) DECREASE IN AMOUNT
RETAINED BY EQUITABLE VARIABLE
IN SEPARATE ACCOUNT FP (Note 4).... (120,493) 15,372 (27,455)
------------ ------------ ------------
INCREASE (DECREASE) IN NET ASSETS.... 188,658,112 92,157,478 126,731,564
NET ASSETS, BEGINNING OF PERIOD...... 367,219,554 275,062,076 148,330,512
------------ ------------ ------------
NET ASSETS, END OF PERIOD............ $555,877,666 $367,219,554 $275,062,076
============ ============ ============

</TABLE>
See Notes to Financial Statements.

FSA-10
<PAGE>
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

1. General

Equitable Variable Life Insurance Company (Equitable Variable Life), a
wholly-owned subsidiary of The Equitable Life Assurance Society of the
United States (Equitable Life), established Separate Account FP (the
Account) as a unit investment trust registered with the Securities and
Exchange Commission under the Investment Company Act of 1940. The Account
consists of thirteen 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,
the Equity Index Division and the International 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, Incentive Life
Plus,(TM) flexible premium 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.
Incentive Life policies offered with the prospectus dated September 15,
1995, are referred to as Incentive Life Plus Second Series. Incentive Life
Plus policies issued with a prior prospectus are referred to as Incentive
Life Plus Original Series. 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.

Policyowners may allocate amounts in their individual accounts to the
Divisions of the Account and/or (except for SP-Flex policies) to the
guaranteed interest division of Equitable Variable Life's General Account.
Net transfers to the guaranteed interest division of the General Account and
other Separate Accounts of $6,569,372, $35,120,632 and $125,668,098 for the
years ended 1995, 1994 and 1993, 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 Life'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. Significant Accounting Policies

The accompanying financial statements are prepared in conformity with
generally accepted accounting principles (GAAP). The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

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 Life. Under the provisions of the Policies,
Equitable Variable Life 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 Life pays no tax on investment income and capital gains reflected
in variable life insurance policy reserves. However, Equitable Variable Life
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. Asset Charges

Under the Policies, Equitable Variable Life 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, Incentive Life Plus Second Series and
Champion 2000 policyowners, 0.90% of net assets attributable to Survivorship
2000 policyowners, and 0.85% for SP-Flex policyowners. Incentive Life Plus
Original Series deducts this charge from the Policy Account. Under SP-Flex,
Equitable Variable Life 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.

FSA-11
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1995

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

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

The amounts attributable to Incentive Life, Incentive Life Plus and the
Series 2000 policyowners' accounts are charged monthly by Equitable Variable
Life 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.

4. Amounts Retained by Equitable Variable Life in Separate Account FP

The amount retained by Equitable Variable Life in the Account arises
principally from (1) contributions from Equitable Variable Life, 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 Life are not subject to
charges for mortality and expense risks or mortality and administrative
costs.

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

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

<TABLE>
<CAPTION>
INVESTMENT DIVISION 1995 1994 1993
------------------- ----------- ----------- ----------
<S> <C> <C> <C>
Common Stock $ (630,000) -- --
Money Market (250,000) -- $1,145,000
Balanced -- -- --
Aggressive Stock (350,000) -- --
High Yield (100,000) -- 330,000
Global (130,000) -- (6,895,000)
Conservative Investors -- -- 575,000
Growth Investors -- -- 130,000
Short-Term World Income -- $(5,165,329) --
Intermediate Government Securities (165,000) -- --
Growth & Income (685,000) -- 1,000,000
Quality Bond (4,800,000) -- 5,000,000
Equity Index -- 200,000 --
International 200,000 -- --
----------- ----------- ----------
$(6,910,000) $(4,965,329) $1,285,000
=========== =========== ==========
</TABLE>

5. Distribution and Servicing Agreements

Equitable Variable Life has entered into a Distribution and Servicing
Agreement with Equitable Life 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 Life.

Equitable Variable Life also has entered into an agreement with Equitable
Life under which Equitable Life 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.

6. Share Substitution

On February 22, 1994, Equitable Variable Life, 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 statements of operations and statements of changes in net
assets for the Intermediate Government Securities Portfolio is combined with
the Short-Term World Income Portfolio for periods prior to the merger on
February 22, 1994. The Short-Term World Income Division is not available for
future investment.

FSA-12
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

7. Investment Returns

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

The tables on this page and 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 whose
policy 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.

RATES OF RETURN:
INCENTIVE LIFE,
- --------------
INCENTIVE LIFE 2000,
- --------------------
INCENTIVE LIFE PLUS SECOND SERIES
- ---------------------------------
AND CHAMPION 2000*
- -----------------
<TABLE>
<CAPTION>
JANUARY 26(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
----------------------------------------------------------------------------------------------------
MONEY MARKET DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- --------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 5.74 % 4.02 % 3.00 % 3.56 % 6.18 % 8.24 % 9.18 % 7.32 % 6.63 % 6.05 %
Net return................ 5.11 % 3.39 % 2.35 % 2.94 % 5.55 % 7.59 % 8.53 % 6.68 % 5.99 % 5.47 %
</TABLE>

APRIL 1(A) TO
INTERMEDIATE YEAR ENDED DECEMBER 31, DECEMBER 31,
GOVERNMENT -----------------------------------------------
SECURITIES DIVISION 1995 1994 1993 1992 1991
- ------------------- ---- ---- ---- ---- ----
Gross return.............. 13.33 % (4.37)% 10.58 % 5.60 % 12.26 %
Net return................ 12.65 % (4.95)% 9.88 % 4.96 % 11.60 %

YEAR ENDED OCTOBER 1(A)
DECEMBER 31, DECEMBER 31,
----------------------------------
QUALITY BOND DIVISION 1995 1994 1993
- --------------------- ---- ---- ----
Gross return.............. 17.02 % (5.10)% (0.51)%
Net return................ 16.32 % (5.67)% (0.66)%

JANUARY 26(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
----------------------------------------------------------------------------------------------------
HIGH YIELD DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 19.92 % (2.79)% 23.15 % 12.31 % 24.46 % (1.12)% 5.13 % 9.73 % 4.68 % --
Net return................ 19.20 % (3.37)% 22.41 % 11.64 % 23.72 % (1.71)% 4.50 % 9.08 % 4.05 % --
</TABLE>

YEAR ENDED OCTOBER 1(A) TO
DECEMBER 31, DECEMBER 31,
----------------------------------
GROWTH & INCOME DIVISION 1995 1994 1993
- ------------------------- ---- ---- ----
Gross return.............. 24.07 % (0.58)% (0.25)%
Net return................ 23.33 % (1.17)% (0.41)%

YEAR ENDED MARCH 31(A) TO
DECEMBER 31, DECEMBER 31,
-----------------------------------
EQUITY INDEX DIVISION 1995 1994
- --------------------- ---- ----
Gross return.............. 36.48 % 1.08 %
Net return................ 35.66 % 0.58 %

- -------------------------------
* Sales of Incentive Life 2000 and Champion 2000 commenced on March 2, 1992.
Sales of Incentive Life Plus Second Series commenced on September 15, 1995.

(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)

DECEMBER 31, 1995

JANUARY 26(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
----------------------------------------------------------------------------------------------------
COMMON STOCK DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- --------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 32.45 % (2.14)% 24.84 % 3.22 % 37.88 % (8.12)% 25.59 % 22.43 % 7.49 % 15.65 %
Net return................ 31.66 % (2.73)% 24.08 % 2.60 % 37.06 % (8.67)% 24.84 % 21.70 % 6.84 % 15.01 %
</TABLE>

AUGUST 31(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
-------------------------------------------------------------------------------------------
GLOBAL DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987
- --------------- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 18.81 % 5.23 % 32.09 % (0.50)% 30.55 % (6.07)% 26.93 % 10.88 % (13.27)%
Net return................ 18.11 % 4.60 % 31.33 % (1.10)% 29.77 % (6.63)% 26.17 % 10.22 % (13.45)%
</TABLE>

APRIL 3(A)
TO
DECEMBER 31,
INTERNATIONAL DIVISION 1995
- ---------------------- ----------
Gross return.............. 11.29 %
Net return................ 10.79 %

JANUARY 26(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
----------------------------------------------------------------------------------------------------
AGGRESSIVE STOCK DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- -------------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 31.63 % (3.81)% 16.77 % (3.16)% 86.86 % 8.17 % 43.50 % 1.17 % 7.31 % 35.88 %
Net return................ 30.85 % (4.39)% 16.05 % (3.74)% 85.75 % 7.51 % 42.64 % 0.53 % 6.66 % 35.13 %
</TABLE>

JANUARY 26(A) TO
ASSET ALLOCATION SERIES YEAR ENDED DECEMBER 31, DECEMBER 31,
------------------------------------------------------------------------------------------------------
BALANCED DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ----------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 19.75 % (8.02)% 12.28 % (2.84)% 41.26 % 0.24 % 25.83 % 13.27 % (0.85)% 29.07 %
Net return................ 19.03 % (8.57)% 11.64 % (3.42)% 40.42 % (0.36)% 25.08 % 12.59 % (1.45)% 28.34 %
</TABLE>

OCTOBER 2(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
CONSERVATIVE --------------------------------------------------------------------------------
INVESTORS DIVISION 1995 1994 1993 1992 1991 1990 1989
- ------------------ ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 20.40 % (4.10)% 10.76 % 5.72 % 19.87 % 6.37 % 3.09 %
Net return................ 19.68 % (4.67)% 10.15 % 5.09 % 19.16 % 5.73 % 2.94 %
</TABLE>

GROWTH INVESTORS DIVISION 1995 1994 1993 1992 1991 1990 1989
- ------------------------- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 26.37 % (3.15)% 15.26 % 4.90 % 48.89 % 10.66 % 3.98 %
Net return................ 25.62 % (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>

RATES OF RETURN:
SURVIVORSHIP 2000
- -----------------
AUGUST 17(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
---------------------------------------------------
MONEY MARKET DIVISION 1995 1994 1993 1992
- --------------------- ---- ---- ---- ----
Gross return.............. 5.74 % 4.02 % 3.00 % 1.11 %
Net return................ 4.80 % 3.08 % 2.04 % 0.77 %

INTERMEDIATE GOVERNMENT
SECURITIES DIVISION 1995 1994 1993 1992
- ------------------- ---- ---- ---- ----
Gross return.............. 13.33 % (4.37)% 10.58 % 0.90 %
Net return................ 12.31 % (5.23)% 9.55 % 0.56 %

- ----------
(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>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

OCTOBER 1(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
------------------------------------------------
QUALITY BOND DIVISION 1995 1994 1993
- --------------------- ---- ---- ----
Gross return.............. 17.02 % (5.10)% (0.51)%
Net return................ 15.97 % (5.95)% (0.73)%

AUGUST 17(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
---------------------------------------------------
HIGH YIELD DIVISION 1995 1994 1993 1992
- ------------------- ---- ---- ---- ----
Gross return.............. 19.92 % (2.79)% 23.15 % 1.84 %
Net return................ 18.84 % (3.66)% 22.04 % 1.50 %

OCTOBER 1(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
--------------------------------------------------
GROWTH & INCOME DIVISION 1995 1994 1993
- ------------------------ ---- ---- ----
Gross return.............. 24.07 % (0.58)% (0.25)%
Net return................ 22.96 % (1.47)% (0.48)%

YEAR ENDED MARCH 1(A) TO
DECEMBER 31, DECEMBER 31,
------------------------------
EQUITY INDEX DIVISION 1995 1994
- --------------------- ---- ----
Gross return.............. 36.48 % 1.08 %
Net return................ 35.26 % 0.33 %

AUGUST 17(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
---------------------------------------------------
COMMON STOCK DIVISION 1995 1994 1993 1992
- --------------------- ---- ---- ---- ----
Gross return.............. 32.45 % (2.14)% 24.84 % 5.28 %
Net return................ 31.26 % (3.02)% 23.70 % 4.93 %

GLOBAL DIVISION
- ---------------
Gross return.............. 18.81 % 5.23 % 32.09 % 4.87 %
Net return................ 17.75 % 4.29 % 30.93 % 4.52 %

APRIL 3(A) TO
DECEMBER 31,
----------------
INTERNATIONAL DIVISION 1995
- ---------------------- ----
Gross return.............. 11.29 %
Net return................ 10.55 %

AUGUST 17(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
---------------------------------------------------
AGGRESSIVE STOCK DIVISION 1995 1994 1993 1992
- ------------------------- ---- ---- ---- ----
Gross return.............. 31.63 % (3.81)% 16.77 % 11.49 %
Net return................ 30.46 % (4.68)% 15.70 % 11.11 %

ASSET ALLOCATION SERIES
AUGUST 17(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
CONSERVATIVE INVESTORS --------------------------------------------------
DIVISION 1995 1994 1993 1992
- -------- ---- ---- ---- ----
Gross return.............. 20.40 % (4.10)% 10.76 % 1.38 %
Net return................ 19.32 % (4.96)% 9.81 % 1.04 %

BALANCED DIVISION 1995 1994 1993 1992
- ----------------- ---- ---- ---- ----
Gross return.............. 19.75 % (8.02)% 12.28 % 5.37 %
Net return................ 18.68 % (8.84)% 11.30 % 5.02 %

GROWTH INVESTORS DIVISION 1995 1994 1993 1992
- ------------------------- ---- ---- ---- ----
Gross return.............. 26.37 % (3.15)% 15.26 % 6.89 %
Net return................ 25.24 % (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-15
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31,1995

RATES OF RETURN:
INCENTIVE LIFE PLUS ORIGINAL SERIES(B)*
- ---------------------------------------

YEAR ENDED DECEMBER 31,
-------------------------
1995
----
Money Market Division........ 5.69%

Intermediate Government
Securities Division.......... 13.31%

Quality Bond Division........ 17.13%

High Yield Division.......... 19.95%

Growth & Income Division..... 24.38%

Equity Index Division........ 36.53%

Common Stock Division........ 33.07%

Global Division.............. 19.38%

APRIL 30 TO DECEMBER 31,
------------------------
1995
----
International Division....... 11.29%

YEAR ENDED DECEMBER 31,
------------------------
1995
----
Aggressive Stock Division.... 33.00%

ASSET ALLOCATION SERIES

YEAR ENDED DECEMBER 31,
------------------------
1995
----
Conservative Investors Division... 20.59%

Balanced Division................ 20.32%

Growth Investors Division......... 26.92%

- --------------------
*Sales of Incentive Life Plus Original Series commenced on January 6, 1995.

(b) There are no Separate Account asset charges for this policy and therefore
the gross and net rates of return are the same. The rate of return for the
period indicated is not an annual rate of return.

FSA-16
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31,1995

RATES OF RETURN:
SP-FLEX
- -------
<TABLE>
<CAPTION>
AUGUST 31(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
-------------------------------------------------------------------------------------------
MONEY MARKET DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987
- --------------------- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 5.74 % 4.02 % 3.00 % 3.56 % 6.17 % 8.24 % 9.18 % 7.32 % 2.15 %
Net return................ 3.86 % 2.17 % 1.13 % 1.71 % 4.29 % 6.30 % 7.24 % 5.41 % 1.62 %
</TABLE>

APRIL 1(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
INTERMEDIATE GOVERNMENT --------------------------------------------------
SECURITIES DIVISION 1995 1994 1993 1992 1991
- ------------------- ---- ---- ---- ---- ----
Gross return.............. 13.33 % (4.37) % 10.58 % 5.60 % 12.10 %
Net return................ 11.31 % (6.08) % 8.57 % 3.71 % 10.59 %

YEAR ENDED SEPTEMBER 1(A) TO
DECEMBER 31, DECEMBER 31,
-------------------------------
QUALITY BOND DIVISION 1995 1994
- --------------------- ---- ----
Gross return.............. 17.02 % (2.20)%
Net return................ 14.94 % (2.35)%

AUGUST 31(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
-------------------------------------------------------------------------------------------
HIGH YIELD DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987
- ------------------- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 19.92 % (2.79)% 23.15 % 12.31 % 24.46 % (1.12)% 5.13 % 9.73 % 1.95 %
Net return................ 17.79 % (4.52)% 20.96 % 10.30 % 22.25 % (2.89)% 3.26 % 7.78 % 1.39 %
</TABLE>

YEAR ENDED SEPTEMBER 1(A) TO
DECEMBER 31, DECEMBER 31,
---------------------------------
GROWTH & INCOME DIVISION 1995 1994
- ------------------------ ---- ----
Gross return.............. 24.07 % (3.40)%
Net return................ 21.87 % (3.55)%

EQUITY INDEX DIVISION 1995 1994
- --------------------- ---- ----
Gross return.............. 36.48 % (2.54)%
Net return................ 34.06 % (2.69)%

AUGUST 31(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
--------------------------------------------------------------------------------------------
COMMON STOCK DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987
- --------------------- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 32.45 % 2.14 % 24.84 % 3.23 % 37.87 % (8.12)% 25.59 % 22.43 % (22.57)%
Net return................ 30.10 % (3.88)% 22.60 % 1.38 % 35.43 % (9.76)% 23.36 % 20.26 % (23.00)%

GLOBAL DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987
- --------------- ---- ---- ---- ---- ---- ---- ---- ---- ----
Gross return.............. 18.81 % 5.23 % 32.09 % (0.50)% 30.55 % (6.07)% 26.93 % 10.88 % (11.40)%
Net return................ 16.70 % 3.36 % 29.77 % (2.28)% 28.23 % (7.75)% 24.67 % 8.90 % (11.86)%
</TABLE>

APRIL 3(A) TO
DECEMBER 31,
-------------
INTERNATIONAL DIVISION 1995
- ---------------------- ----
Gross return.............. 11.29 %
Net return................ 9.82 %

AUGUST 31(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
--------------------------------------------------------------------------------------------
AGGRESSIVE STOCK DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987
- ------------------------- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.............. 31.63 % 3.81 % 16.77 % (3.16)% 86.86 % 8.17 % 43.50 % 1.17 % (24.28)%
Net return................ 29.30 % (5.53)% 14.67 % (4.89)% 83.54 % 6.23 % 40.95 % (0.66)% (24.68)%

<FN>
- ------------------------------
(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-17
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

ASSET ALLOCATION SERIES
YEAR ENDED SEPTEMBER 1(A) TO
DECEMBER 31, DECEMBER 31,
CONSERVATIVE INVESTORS ---------------------------------------
DIVISION 1995 1994
- -------- ---- ----
Gross return.......... 20.40 % (1.83)%
Net return............ 18.26 % (1.98)%

AUGUST 31(A) TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
-------------------------------------------------------------------------------------------------
BALANCED DIVISION 1995 1994 1993 1992 1991 1990 1989 1988 1987
- ----------------- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross return.......... 19.75 % (8.02)% 12.28 % (2.83)% 41.27 % 0.24 % 25.83 % 13.27 % (20.26)%
Net return............ 17.62 % (9.66)% 10.31 % (4.57)% 38.75 % (1.56)% 23.59 % 11.25 % (20.71)%
</TABLE>

YEAR ENDED SEPTEMBER 1(A) TO
DECEMBER 31, DECEMBER 31,
GROWTH INVESTORS ------------------------------------
DIVISION 1995 1994
- -------- ---- ----
Gross return........... 26.37 % (3.16)%
Net return............. 24.12 % (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.

8. Subsequent Event

On September 19, 1996 the Board of Directors of Equitable Life approved an
Agreement and Plan of Merger by and between Equitable Life and Equitable
Variable Life (the "Merger Agreement"). The merger is expected to be
effective on January 1, 1997, subject to receipt of all necessary regulatory
approvals. On that date, and in accordance with the provisions of the Merger
Agreement, the separate existence of Equitable Variable Life will cease and
Equitable Life will survive the merger. From and after the effective date of
the merger, Equitable Life will be liable in place of Equitable Variable
Life for the liabilities and obligations of Equitable Variable Life,
including liabilities under policies and contracts issued by Equitable
Variable Life, and all of Equitable Variable Life's assets will become
assets of Equitable Life.

FSA-18

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholder of
The Equitable Life Assurance Society of the United States

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 The
Equitable Life Assurance Society of the United States and its subsidiaries
("Equitable Life") at December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of Equitable Life'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, Equitable Life
changed its methods of accounting for loan impairments in 1995, for
postemployment benefits in 1994 and for investment securities in 1993.

[______________________________]
New York, New York
February 7, 1996

F-1
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>

1995 1994
----------------- -----------------
(IN MILLIONS)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities:
Available for sale, at estimated fair value............................. $ 15,899.9 $ 7,586.0
Held to maturity, at amortized cost..................................... - 5,223.0
Mortgage loans on real estate............................................. 3,638.3 4,018.0
Equity real estate........................................................ 3,916.2 4,446.4
Policy loans.............................................................. 1,976.4 1,731.2
Other equity investments.................................................. 621.1 678.5
Investment in and loans to affiliates..................................... 636.6 560.2
Other invested assets..................................................... 706.1 489.3
----------------- -----------------
Total investments..................................................... 27,394.6 24,732.6
Cash and cash equivalents................................................... 774.7 693.6
Deferred policy acquisition costs........................................... 3,083.3 3,221.1
Amounts due from discontinued GIC Segment................................... 2,097.1 2,108.6
Other assets................................................................ 2,713.1 2,078.6
Closed Block assets......................................................... 8,612.8 8,105.5
Separate Accounts assets.................................................... 24,566.6 20,469.5
----------------- -----------------

TOTAL ASSETS................................................................ $ 69,242.2 $ 61,409.5
================= =================

LIABILITIES
Policyholders' account balances............................................. $ 21,752.6 $ 21,238.0
Future policy benefits and other policyholders' liabilities................. 4,171.8 3,840.8
Short-term and long-term debt............................................... 1,899.3 1,337.4
Other liabilities........................................................... 3,379.5 2,300.1
Closed Block liabilities.................................................... 9,507.2 9,069.5
Separate Accounts liabilities............................................... 24,531.0 20,429.3
----------------- -----------------
Total liabilities..................................................... 65,241.4 58,215.1
----------------- -----------------

Commitments and contingencies (Notes 10, 12, 13, 14 and 15)

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares authorized, issued
and outstanding........................................................... 2.5 2.5
Capital in excess of par value.............................................. 2,913.6 2,913.6
Retained earnings........................................................... 781.6 484.0
Net unrealized investment gains (losses).................................... 338.2 (203.0)
Minimum pension liability................................................... (35.1) (2.7)
----------------- -----------------
Total shareholder's equity............................................ 4,000.8 3,194.4
----------------- -----------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 69,242.2 $ 61,409.5
================= =================

</TABLE>

See Notes to Consolidated Financial Statements.

F-2
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>

1995 1994 1993
----------------- ----------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Universal life and investment-type product policy fee
income...................................................... $ 771.0 $ 715.0 $ 644.5
Premiums...................................................... 606.8 625.6 599.1
Net investment income......................................... 2,127.7 2,030.9 2,599.3
Investment gains, net......................................... 5.3 91.8 533.4
Commissions, fees and other income............................ 886.8 845.4 1,717.2
Contribution from the Closed Block............................ 124.4 151.0 128.3
----------------- ----------------- -----------------

Total revenues.......................................... 4,522.0 4,459.7 6,221.8
----------------- ----------------- -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances.......... 1,244.2 1,201.3 1,330.0
Policyholders' benefits....................................... 1,011.3 920.6 1,003.9
Other operating costs and expenses............................ 1,856.5 1,943.1 3,584.2
----------------- ----------------- -----------------

Total benefits and other deductions..................... 4,112.0 4,065.0 5,918.1
----------------- ----------------- -----------------

Earnings before Federal income taxes and cumulative
effect of accounting change................................. 410.0 394.7 303.7
Federal income taxes.......................................... 112.4 101.2 91.3
----------------- ----------------- -----------------
Earnings before cumulative effect of accounting change........ 297.6 293.5 212.4
Cumulative effect of accounting change, net of Federal
income taxes................................................ - (27.1) -
----------------- ----------------- -----------------

Net Earnings.................................................. $ 297.6 $ 266.4 $ 212.4
================= ================= =================

</TABLE>

See Notes to Consolidated Financial Statements.

F-3
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>

1995 1994 1993
----------------- ----------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Common stock, at par value, beginning of year................. $ 2.5 $ 2.5 $ 2.0
Increase in par value......................................... - - .5
----------------- ----------------- -----------------
Common stock, at par value, end of year....................... 2.5 2.5 2.5
----------------- ----------------- -----------------

Capital in excess of par value, beginning of year............. 2,913.6 2,613.6 2,273.9
Additional capital in excess of par value..................... - 300.0 340.2
Increase in par value......................................... - - (.5)
----------------- ----------------- -----------------
Capital in excess of par value, end of year................... 2,913.6 2,913.6 2,613.6
----------------- ----------------- -----------------

Retained earnings, beginning of year.......................... 484.0 217.6 5.2
Net earnings.................................................. 297.6 266.4 212.4
----------------- ----------------- -----------------
Retained earnings, end of year................................ 781.6 484.0 217.6
----------------- ----------------- -----------------

Net unrealized investment (losses) gains, beginning of year... (203.0) 131.9 78.8
Change in unrealized investment gains (losses)................ 541.2 (334.9) (9.5)
Effect of adopting new accounting standard.................... - - 62.6
----------------- ----------------- -----------------
Net unrealized investment gains (losses), end of year......... 338.2 (203.0) 131.9
----------------- ----------------- -----------------

Minimum pension liability, beginning of year.................. (2.7) (15.0) -
Change in minimum pension liability........................... (32.4) 12.3 (15.0)
----------------- ----------------- -----------------
Minimum pension liability, end of year........................ (35.1) (2.7) (15.0)
----------------- ----------------- -----------------

TOTAL SHAREHOLDER'S EQUITY, END OF YEAR....................... $ 4,000.8 $ 3,194.4 $ 2,950.6
================= ================= =================
</TABLE>

See Notes to Consolidated Financial Statements.

F-4
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1995 1994 1993
----------------- ----------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Net earnings.................................................. $ 297.6 $ 266.4 $ 212.4
Adjustments to reconcile net earnings to net cash
provided (used) by operating activities:
Net change in trading activities and broker-dealer
related receivables/payables.............................. - - (4,177.8)
Increase in matched resale agreements....................... - - (2,900.5)
Increase in matched repurchase agreements................... - - 2,900.5
Investment gains, net of dealer and trading gains........... (5.3) (91.8) (160.8)
Change in amounts due from discontinued GIC Segment......... - 57.3 47.8
General Account policy charges.............................. (769.7) (711.9) (623.4)
Interest credited to policyholders' account balances........ 1,244.2 1,201.3 1,330.0
Changes in Closed Block assets and liabilities, net......... (69.6) (95.1) (73.3)
Other, net.................................................. 627.1 7.8 (416.1)
----------------- ----------------- -----------------

Net cash provided (used) by operating activities.............. 1,324.3 634.0 (3,861.2)
----------------- ----------------- -----------------

Cash flows from investing activities:
Maturities and repayments................................... 1,863.1 2,319.7 3,479.6
Sales....................................................... 8,901.4 5,661.9 7,399.2
Return of capital from joint ventures and limited
partnerships.............................................. 65.2 39.0 119.5
Purchases................................................... (11,675.5) (7,417.6) (11,184.2)
Decrease (increase) in loans to discontinued GIC Segment.... 1,226.9 (40.0) (880.0)
Cash received on sale of 61% interest in DLJ................ - - 346.7
Other, net.................................................. (625.5) (371.1) (317.0)
----------------- ----------------- -----------------

Net cash (used) provided by investing activities.............. (244.4) 191.9 (1,036.2)
----------------- ----------------- -----------------

Cash flows from financing activities:
Policyholders' account balances:
Deposits.................................................. 2,414.9 2,082.7 2,410.7
Withdrawals............................................... (2,692.7) (2,887.4) (2,433.5)
Net (decrease) increase in short-term financings............ (16.4) (173.0) 4,717.2
Additions to long-term debt................................. 599.7 51.8 97.7
Repayments of long-term debt................................ (40.7) (199.8) (64.4)
Proceeds from issuance of Alliance units.................... - 100.0 -
Payment of obligation to fund accumulated deficit of
discontinued GIC Segment.................................. (1,215.4) - -
Capital contribution from the Holding Company............... - 300.0 -
Other, net.................................................. (48.2) - -
----------------- ----------------- -----------------

Net cash (used) provided by financing activities.............. (998.8) (725.7) 4,727.7
----------------- ----------------- -----------------

Change in cash and cash equivalents........................... 81.1 100.2 (169.7)
Cash and cash equivalents, beginning of year.................. 693.6 593.4 763.1
----------------- ----------------- -----------------

Cash and Cash Equivalents, End of Year........................ $ 774.7 $ 693.6 $ 593.4
================= ================= =================

Supplemental cash flow information
Interest Paid............................................... $ 89.6 $ 34.9 $ 1,437.2
================= ================= =================
Income Taxes (Refunded) Paid................................ $ (82.7) $ 49.2 $ 41.0
================= ================= =================
</TABLE>

See Notes to Consolidated Financial Statements.
F-5
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1) ORGANIZATION

The Equitable Life Assurance Society of the United States ("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"). Equitable Life's insurance business, which is
comprised of an Individual Insurance and Annuities segment and a Group
Pension segment is conducted principally by Equitable Life and its
wholly owned life insurance subsidiary, Equitable Variable Life
Insurance Company ("EVLICO"). Equitable Life's investment management
business, which comprises the Investment Services segment, is conducted
principally by Alliance Capital Management L.P. ("Alliance"), Equitable
Real Estate Investment Management, Inc. ("EREIM") and Donaldson, Lufkin
and Jenrette, Inc. ("DLJ"), an investment banking and brokerage
affiliate. AXA, a French holding company for an international group of
insurance and related financial services companies is the Holding
Company's largest shareholder, owning approximately 60.6% at December
31, 1995 (63.5% assuming conversion of Series E Convertible Preferred
Stock held by AXA and 54.2% if all securities convertible into, or
options on, common stock were to be converted or exercised).

2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation
-----------------------------------------------------

The accompanying consolidated financial statements are prepared in
conformity with generally accepted accounting principles ("GAAP").

The accompanying consolidated financial statements include the accounts
of Equitable Life and its wholly owned life insurance subsidiaries
(collectively, the "Insurance Group"); non-insurance subsidiaries,
principally Alliance, an investment advisory subsidiary and EREIM, a
real estate investment management subsidiary; and those partnerships and
joint ventures in which the Company has control and a majority economic
interest (collectively, including its consolidated subsidiaries, the
"Company"). The consolidated statement of earnings and cash flow for the
year ended December 31, 1993 include the results of operations and cash
flow of DLJ, an investment banking and brokerage affiliate, on a
consolidated basis through December 15, 1993 (see Note 20). Subsequent
to that date, DLJ is accounted for on the equity basis. The Closed Block
assets and liabilities and results of operations are presented in the
consolidated financial statements as single line items (see Note 6).
Unless specifically stated, all disclosures contained herein supporting
the consolidated financial statements exclude the Closed Block related
amounts.

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

All significant intercompany transactions and balances have been
eliminated in consolidation other than intercompany transactions and
balances with the Closed Block and the discontinued Guaranteed Interest
Contract ("GIC") Segment (see Note 7).

Certain reclassifications have been made in the amounts presented for
prior periods to conform these periods with the 1995 presentation.

F-6
<PAGE>

Closed Block
------------

As of July 22, 1992, Equitable Life established the Closed Block for the
benefit of certain classes of individual participating policies for
which Equitable Life had a dividend scale payable in 1991 and which were
in force on that date. Assets were allocated to the Closed Block in an
amount which, together with anticipated revenues from policies included
in the Closed Block, was reasonably expected to be sufficient to support
such business, including provision for payment of claims, certain
expenses and taxes, and for continuation of dividend scales payable in
1991, assuming the experience underlying such scales continues.

Assets allocated to the Closed Block inure solely to the benefit of the
holders of policies included in the Closed Block and will not revert to
the benefit of the Holding Company. The plan of demutualization
prohibits the reallocation, transfer, borrowing or lending of assets
between the Closed Block and other portions of Equitable Life's General
Account, any of its Separate Accounts or to any affiliate of Equitable
Life without the approval of the New York Superintendent of Insurance.
Closed Block assets and liabilities are carried on the same basis as
similar assets and liabilities held in the General Account.

The excess of Closed Block liabilities over Closed Block assets
represents the expected future post-tax contribution from the Closed
Block which would be recognized in income over the period the policies
and contracts in the Closed Block remain in force. If the actual
contribution from the Closed Block in any given period equals or exceeds
the expected contribution for such period as determined at the
establishment of the Closed Block, the expected contribution would be
recognized in income for that period. Any excess of the actual
contribution over the expected contribution would also be recognized in
income to the extent that the aggregate expected contribution for all
prior periods exceeded the aggregate actual contribution. Any remaining
excess of actual contribution over expected contributions would be
accrued in the Closed Block as a liability for future dividends to be
paid to the Closed Block policyholders. If, over the period the policies
and contracts in the Closed Block remain in force, the actual
contribution from the Closed Block is less than the expected
contribution from the Closed Block, only such actual contribution would
be recognized in income.

Discontinued Operations
-----------------------

In 1991, the Company's management adopted a plan to discontinue the
business operations of the GIC Segment, consisting of the Guaranteed
Interest Contract and Group Non-Participating Wind-Up Annuities lines of
business. The Company established a pre-tax provision for the estimated
future losses of the GIC line of business and a premium deficiency
reserve for the Group Non-Participating Wind-Up Annuities. Subsequent
losses incurred have been charged to the allowance for future losses and
the premium deficiency reserve. Total allowances are based upon
management's best judgment and there is no assurance that the ultimate
losses will not differ.

Accounting Changes
------------------

In the first quarter of 1995, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for
Impairment of a Loan". This statement applies to all loans, including
loans restructured in a troubled debt restructuring involving a
modification of terms. This statement addresses the accounting for
impairment of a loan by specifying how allowances for credit losses
should be determined. Impaired loans within the scope of this statement
are measured based on the present value of expected future cash flows
discounted at the loan's effective interest rate, at the loan's
observable market price or the fair value of the collateral if the loan
is collateral dependent. The Company provides for impairment of loans
through an allowance for possible losses. The adoption of this statement
did not have a material effect on the level of these allowances or on
the Company's consolidated statements of earnings and shareholder's
equity.

F-7
<PAGE>

In the fourth quarter of 1994 (effective as of January 1, 1994), the
Company adopted SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," which required 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
$27.1 million, net of a Federal income tax benefit of $14.6 million.

At December 31, 1993, the Company adopted SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which expanded 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 $62.6
million, net of deferred policy acquisition costs, amounts attributable
to participating group annuity contracts and deferred Federal income
tax. Beginning coincident with issuance of SFAS No. 115 implementation
guidance in November 1995, the Financial Accounting Standards Board
("FASB") permitted companies a one-time opportunity, through December
31, 1995, to reassess the appropriateness of the classification of all
securities held at that time. On December 1, 1995, the Company
transferred $4,794.9 million of securities classified as held to
maturity to the available for sale portfolio. As a result consolidated
shareholder's equity increased by $126.2 million, net of deferred policy
acquisition costs, amounts attributable to participating group annuity
contracts and deferred Federal income tax.

New Accounting Pronouncements
-----------------------------

In January 1995, the FASB issued SFAS No. 120, "Accounting and Reporting
by Mutual Life Insurance Enterprises and by Insurance Enterprises for
Certain Long-Duration Participating Contracts," which permits, but does
not require, stock life insurance companies with participating life
contracts to account for those contracts in accordance with Statement of
Position No. 95-1, "Accounting for Certain Insurance Activities of
Mutual Life Insurance Enterprises". The Company has decided to retain
the existing methodology to account for traditional participating
policies and, therefore, will not adopt this statement.

In March 1995, the FASB issued SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of," which requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount of such assets may not be
recoverable. The Company will implement this statement as of January 1,
1996. The cumulative effect of this accounting change will be a charge
of $23.4 million, net of a Federal income tax benefit of $12.1 million,
due to the writedown to fair value of building improvements relating to
facilities being vacated beginning in 1996. The Company currently
provides allowances for possible losses for other assets under the scope
of this statement. Management has not yet determined the impact of this
statement on assets to be held and used.

In May 1995, the FASB issued SFAS No. 122, "Accounting for Mortgage
Servicing Rights," which requires a mortgage banking enterprise to
recognize rights to service mortgage loans for others as separate assets
however those servicing rights are acquired. It further requires
capitalized mortgage servicing rights be assessed for impairment based
on the fair value of those rights. The Company will implement this
statement as of January 1, 1996. Implementation of this statement will
not have a material effect on the Company's consolidated financial
statements.

In October 1995, the FASB issued SFAS No. 123, "Accounting for
Stock-Based Compensation". This statement defines a fair value based
method of accounting for stock-based employee compensation plans while
continuing to allow an entity to measure compensation cost for such
plans using the intrinsic value based method of accounting. Management
has decided to retain the current compensation cost methodology
prescribed by Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees".

F-8
<PAGE>

Valuation of Investments
------------------------

Fixed maturities, which the Company has both the ability and the intent
to hold to maturity, are stated principally at amortized cost. Fixed
maturities identified as available for sale are reported at estimated
fair value. The amortized cost of fixed maturities is adjusted for
impairments in value deemed to be other than temporary.

Mortgage loans on real estate are stated at unpaid principal balances,
net of unamortized discounts and valuation allowances. Effective with
the adoption of SFAS No. 114 on January 1, 1995, the valuation
allowances are based on the present value of expected future cash flows
discounted at the loan's original effective interest rate or the
collateral value if the loan is collateral dependent. However, if
foreclosure is or becomes probable, the measurement method used is
collateral value. Prior to the adoption of SFAS No. 114, the valuation
allowances were 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 management believed may not be collectible
in full. In establishing valuation allowances, management previously
considered, among other things the estimated fair value of the
underlying collateral.

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 the Company's cost of funds; valuation allowances on
real estate available for sale are computed using the lower of current
estimated fair value, net of disposition costs, or depreciated cost.

Policy loans are stated at unpaid principal balances.

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

Common 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 includes 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)
-----------------------------------------------------------

Net investment income and realized investment gains and losses
(collectively, "investment results") related to certain participating
group annuity contracts are passed through to the contractholders as
interest credited to policyholders' account balances.

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 held by the Company are accounted for as a
separate component of shareholder's equity, net of related deferred
Federal income taxes, amounts attributable to the discontinued GIC
Segment, Closed Block, participating group annuity contracts and
deferred policy acquisition costs related to universal life and
investment-type products.

F-9
<PAGE>

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
policyholders' 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 traditional life and annuity policies with life
contingencies generally are recognized 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.

For contracts with a single premium or a limited number of premium
payments due over a significantly shorter period than the total period
over which benefits are provided, premiums are recorded as income when
due with any excess profit deferred and recognized in income in a
constant relationship to insurance in force or, for annuities, the
amount of expected future benefit payments.

Premiums from individual health contracts are recognized as income over
the period to which the premiums relate in proportion to the amount of
insurance protection provided.

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 effect on
the amortization of deferred policy acquisition costs of revisions to
estimated gross profits is reflected in earnings in the period such
estimated gross profits are revised. The effect on the deferred policy
acquisition cost asset that would result from realization of unrealized
gains (losses) is recognized with an offset to unrealized gains (losses)
in consolidated shareholder's equity as of the balance sheet date.

For traditional life and annuity policies with life contingencies,
deferred policy acquisition costs are amortized in proportion to
anticipated premiums. Assumptions as to anticipated premiums are
estimated at the date of policy issue and are consistently applied
during the life of the contracts. Deviations from estimated experience
are reflected in earnings in the period such deviations occur. For these
contracts, the amortization periods generally are for the estimated life
of the policy.

For individual health benefit insurance, deferred policy acquisition
costs are amortized over the expected average life of the contracts (10
years for major medical policies and 20 years for disability income
products) in proportion to anticipated premium revenue at time of issue.

Policyholders' Account Balances and Future Policy Benefits
----------------------------------------------------------

Policyholders' account balances for universal life and investment-type
contracts 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.

F-10
<PAGE>

For traditional life insurance policies, future policy benefit and
dividend liabilities are estimated using a net level premium method on
the basis of actuarial assumptions as to mortality, persistency and
interest established at policy issue. Assumptions established at policy
issue as to mortality and persistency are based on the Insurance Group's
experience which, together with interest and expense assumptions,
provide a margin for adverse deviation. When the liabilities for future
policy benefits plus the present value of expected future gross premiums
for a product are insufficient to provide for expected future policy
benefits and expenses for that product, deferred policy acquisition
costs are written off and thereafter, if required, a premium deficiency
reserve is established by a charge to earnings. Benefit liabilities for
traditional annuities during the accumulation period are equal to
accumulated contractholders' fund balances and after annuitization are
equal to the present value of expected future payments. Interest rates
used in establishing such liabilities range from 2.25% to 11.5% for life
insurance liabilities and from 2.25% to 13.5% for annuity liabilities.

Individual health benefit liabilities for active lives are estimated
using the net level premium method, and assumptions as to future
morbidity, withdrawals and interest which provide a margin for adverse
deviation. Benefit liabilities for disabled lives are estimated using
the present value of benefits method and experience assumptions as to
claim terminations, expenses and interest.

Claim reserves and associated liabilities for individual disability
income and major medical policies were $639.6 million, $570.6 million at
December 31, 1995 and 1994, respectively. Incurred benefits (benefits
paid plus changes in claim reserves) and benefits paid for individual
disability income and major medical policies are summarized as follows:
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Incurred benefits related to current year.......... $ 176.0 $ 188.6 $ 193.1
Incurred benefits related to prior years........... 67.8 28.7 106.1
----------------- ---------------- -----------------
Total Incurred Benefits............................ $ 243.8 $ 217.3 $ 299.2
================= ================ =================

Benefits paid related to current year.............. $ 37.0 $ 43.7 $ 48.9
Benefits paid related to prior years............... 137.8 132.3 123.1
----------------- ---------------- -----------------
Total Benefits Paid................................ $ 174.8 $ 176.0 $ 172.0
================= ================ =================
</TABLE>

The amount of policyholders' dividends to be paid (including those on
policies included in the Closed Block) is determined annually by
Equitable Life's Board of Directors. The aggregate amount of
policyholders' dividends is related to actual interest, mortality,
morbidity and expense experience for the year and judgment as to the
appropriate level of statutory surplus to be retained by Equitable Life.

Equitable Life is subject to limitations on the amount of statutory
profits which can be retained with respect to certain classes of
individual participating policies that were in force on July 22, 1992
which are not included in the Closed Block and with respect to
participating policies issued subsequent to July 22, 1992. Excess
statutory profits, if any, will be distributed over time to such
policyholders and will not be available to Equitable Life's shareholder.
Earnings in excess of limitations are accrued as policyholders'
dividends.

At December 31, 1995, participating policies including those in the
Closed Block represent approximately 27.2% ($58.4 billion) of directly
written life insurance in force, net of amounts ceded. Participating
policies represent primarily all of the premium income as reflected in
the consolidated statements of earnings and in the results of the Closed
Block.

F-11
<PAGE>

Federal Income Taxes
--------------------

Equitable Life and its life insurance and non-life insurance
subsidiaries file a consolidated Federal income tax return with the
Holding Company and its non-life insurance subsidiaries. Current Federal
income taxes are charged or credited to operations based upon amounts
estimated to be payable or recoverable as a result of taxable operations
for the current year. 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 enacted
income tax rates and laws.

Separate Accounts
-----------------

Separate Accounts are established in conformity with the New York State
Insurance Law and generally are not chargeable with liabilities that
arise from any other business of the Insurance Group. 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, and for which the
Insurance Group does not bear the investment risk, are shown as separate
captions in the consolidated balance sheets. The Insurance Group bears
the investment risk on assets held in one Separate Account, therefore,
such assets are carried on the same basis as similar assets held in the
General Account portfolio. Assets held in the other Separate Accounts
are carried at quoted market values or, where quoted values are not
available, at estimated fair values as determined by the Insurance
Group.

The investment results of Separate Accounts on which the Insurance Group
does not bear the investment risk are reflected directly in Separate
Accounts liabilities. For the years ended December 31, 1995, 1994 and
1993, investment results of such Separate Accounts were $1,956.3
million, $676.3 million and $1,676.5 million, respectively.

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

F-12
<PAGE>

3) INVESTMENTS

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

GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
----------------- ----------------- ---------------- ---------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1995
Fixed Maturities:
Available for Sale:
Corporate.......................... $ 10,910.7 $ 617.6 $ 118.1 $ 11,410.2
Mortgage-backed.................... 1,838.0 31.2 1.2 1,868.0
U.S. Treasury securities and
U.S. government and
agency securities................ 2,257.0 77.8 4.1 2,330.7
States and political subdivisions.. 45.7 5.2 - 50.9
Foreign governments................ 124.5 11.0 .2 135.3
Redeemable preferred stock......... 108.1 5.3 8.6 104.8
----------------- ----------------- ---------------- ---------------
Total Available for Sale............... $ 15,284.0 $ 748.1 $ 132.2 $ 15,899.9
================= ================= ================ ===============

Equity Securities:
Common stock......................... $ 97.3 $ 49.1 $ 18.0 $ 128.4
================= ================= ================ ===============

December 31, 1994
Fixed Maturities:
Available for Sale:
Corporate.......................... $ 5,663.4 $ 34.6 $ 368.0 $ 5,330.0
Mortgage-backed.................... 686.0 2.9 44.8 644.1
U.S. Treasury securities and
U.S. government and
agency securities................ 1,519.3 6.7 71.9 1,454.1
States and political subdivisions.. 23.4 .1 .7 22.8
Foreign governments................ 43.8 .3 4.2 39.9
Redeemable preferred stock......... 108.4 .4 13.7 95.1
----------------- ----------------- ---------------- ---------------
Total Available for Sale............... $ 8,044.3 $ 45.0 $ 503.3 $ 7,586.0
================= ================= ================ ===============
Held to Maturity:
Corporate.......................... $ 4,661.0 $ 67.9 $ 233.8 $ 4,495.1
U.S. Treasury securities and
U.S. government and
agency securities................ 428.9 4.6 44.2 389.3
States and political subdivisions.. 63.4 .9 3.7 60.6
Foreign governments................ 69.7 4.2 2.0 71.9
================= ================= ================ ===============
Total Held to Maturity................. $ 5,223.0 $ 77.6 $ 283.7 $ 5,016.9
================= ================= ================ ===============

Equity Securities:
Common stock......................... $ 126.4 $ 31.2 $ 23.5 $ 134.1
================= ================= ================ ===============
</TABLE>

F-13
<PAGE>

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, the Company 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 the Company.
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, 1995 and 1994, securities
without a readily ascertainable market value having an amortized cost of
$3,748.9 million and $3,980.4 million, respectively, had estimated fair
values of $3,981.8 million and $3,858.7 million, respectively.

The contractual maturity of bonds at December 31, 1995 is shown below:

AVAILABLE FOR SALE
------------------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
---------------- -----------------
(IN MILLIONS)

<S> <C> <C>
Due in one year or less................................................ $ 357.9 $ 360.0
Due in years two through five.......................................... 3,773.1 3,847.1
Due in years six through ten........................................... 4,709.8 4,821.8
Due after ten years.................................................... 4,497.1 4,898.2
Mortgage-backed securities............................................. 1,838.0 1,868.0
---------------- -----------------
Total.................................................................. $ 15,175.9 $ 15,795.1
================ =================
</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 prepayment penalties.

Investment valuation allowances and changes thereto are shown below:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Balances, beginning of year........................ $ 284.9 $ 355.6 $ 512.0
Additions charged to income........................ 136.0 51.0 92.8
Deductions for writedowns and asset dispositions... (95.6) (121.7) (249.2)
----------------- ---------------- -----------------
Balances, End of Year.............................. $ 325.3 $ 284.9 $ 355.6
================= ================ =================

Balances, end of year comprise:
Mortgage loans on real estate.................... $ 65.5 $ 64.2 $ 144.4
Equity real estate............................... 259.8 220.7 211.2
----------------- ---------------- -----------------
Total.............................................. $ 325.3 $ 284.9 $ 355.6
================= ================ =================
</TABLE>

Deductions for writedowns and asset dispositions for 1993 include an
$87.1 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, 1995, 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 $37.2 million
of fixed maturities and $84.7 million of mortgage loans on real estate.

F-14
<PAGE>

The Insurance Group'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. The Insurance Group 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 National Association of
Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
(below investment grade) or 6 (in or near default). At December 31,
1995, approximately 15.57% of the $15,139.9 million aggregate amortized
cost of bonds held by the Insurance Group were considered to be other
than investment grade.

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

The Company has restructured or modified the terms of certain fixed
maturity investments. The fixed maturity portfolio, based on amortized
cost, includes $15.9 million and $30.5 million at December 31, 1995 and
1994, 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 $1.6 million
and $9.7 million as of December 31, 1995 and 1994, respectively. Gross
interest income that would have been recorded in accordance with the
original terms of restructured fixed maturities amounted to $3.0
million, $7.5 million and $11.7 million in 1995, 1994 and 1993,
respectively. Gross interest income on these fixed maturities included
in net investment income aggregated $2.9 million, $6.8 million and $9.7
million in 1995, 1994 and 1993, respectively.

At December 31, 1995 and 1994, 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 $87.7 million (2.4% of total
mortgage loans on real estate) and $96.9 million (2.3% 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 $531.5
million and $447.9 million at December 31, 1995 and 1994, respectively.
These amounts include $3.8 million and $1.0 million of problem mortgage
loans on real estate at December 31, 1995 and 1994, 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 $52.1 million, $44.9 million and $51.8 million in 1995, 1994
and 1993, respectively. Gross interest income on these loans included in
net investment income aggregated $37.4 million, $32.8 million and $46.0
million in 1995, 1994 and 1993, respectively.

Impaired mortgage loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:

December 31, 1995
-------------------
(IN MILLIONS)

<S> <C>
Impaired mortgage loans with provision for losses....................................... $ 310.1
Impaired mortgage loans with no provision for losses.................................... 160.8
-------------------
Recorded investment in impaired mortgage loans.......................................... 470.9
Provision for losses.................................................................... 62.7
-------------------
Net Impaired Mortgage Loans............................................................. $ 408.2
===================
</TABLE>

F-15
<PAGE>

Impaired mortgage loans with no provision for losses are loans where the
fair value of the collateral or the net present value of the loan equals
or exceeds the recorded investment. Interest income earned on loans
where the collateral value is used to measure impairment is recorded on
a cash basis. Interest income on loans where the present value method is
used to measure impairment is accrued on the net carrying value amount
of the loan at the interest rate used to discount the cash flows.
Changes in the present value attributable to changes in the amount or
timing of expected cash flows are reported as investment gains or
losses.

During the year ended December 31, 1995, the Company's average recorded
investment in impaired mortgage loans was $429.0 million. Interest
income recognized on these impaired mortgage loans totaled $27.9 million
for the year ended December 31, 1995, including $13.4 million recognized
on a cash basis.

At December 31, 1995, investments owned of any one issuer, including its
affiliates, for which the aggregate carrying values are 10% or more of
total shareholders' equity, were $508.3 million relating to Trammell
Crow and affiliates (including holdings of the Closed Block and the
discontinued GIC Segment). The amount includes restructured mortgage
loans on real estate with an amortized cost of $152.4 million. A $294.0
million commercial loan package which was in bankruptcy at the beginning
of the year was resolved in 1995, with part of the package reclassified
as restructured and the remainder reclassified as equity real estate.

The Insurance Group's investment in equity real estate is through direct
ownership and through investments in real estate joint ventures. At
December 31, 1995 and 1994, the carrying value of equity real estate
available for sale amounted to $255.5 million and $447.8 million,
respectively. For the years ended December 31, 1995, 1994 and 1993,
respectively, real estate of $35.3 million, $189.8 million and $261.8
million was acquired in satisfaction of debt. At December 31, 1995 and
1994, the Company owned $862.7 million and $1,086.9 million,
respectively, of real estate acquired in satisfaction of debt.

Depreciation of 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 $662.4
million and $703.1 million at December 31, 1995 and 1994, respectively.
Depreciation expense on real estate totaled $121.7 million, $117.0
million and $115.3 million for the years ended December 31, 1995, 1994
and 1993, respectively.

F-16
<PAGE>

4) JOINT VENTURES AND PARTNERSHIPS

Summarized combined financial information of real estate joint ventures
(38 and 47 individual ventures as of December 31, 1995 and 1994,
respectively) and of limited partnership interests accounted for under
the equity method, in which the Company has an investment of $10.0
million or greater and an equity interest of 10% or greater is as
follows:

DECEMBER 31,
------------------------------------
1995 1994
---------------- -----------------
(IN MILLIONS)
<S> <C> <C>
FINANCIAL POSITION
Investments in real estate, at depreciated cost........................ $ 2,684.1 $ 2,786.7
Investments in securities, generally at estimated fair value........... 2,459.8 3,071.2
Cash and cash equivalents.............................................. 489.1 359.8
Other assets........................................................... 270.8 398.7
---------------- -----------------
Total assets........................................................... 5,903.8 6,616.4
---------------- -----------------
Borrowed funds - third party........................................... 1,782.3 1,759.6
Borrowed funds - the Company........................................... 220.5 238.0
Other liabilities...................................................... 593.9 987.7
---------------- -----------------
Total liabilities...................................................... 2,596.7 2,985.3
---------------- -----------------
Partners' Capital...................................................... $ 3,307.1 $ 3,631.1
================ =================

Equity in partners' capital included above............................. $ 902.2 $ 964.2
Equity in limited partnership interests not included above............. 212.8 224.6
Excess (deficit) of equity in partners' capital over investment cost
and equity earnings.................................................. 3.6 (1.8)
Notes receivable from joint venture.................................... 5.3 6.1
---------------- -----------------
Carrying Value......................................................... $ 1,123.9 $ 1,193.1
================ =================
</TABLE>
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
STATEMENTS OF EARNINGS
Revenues of real estate joint ventures............. $ 463.5 $ 537.7 $ 602.7
Revenues of other limited partnership interests.... 242.3 103.4 319.1
Interest expense - third party..................... (135.3) (114.9) (118.8)
Interest expense - the Company..................... (41.0) (36.9) (52.1)
Other expenses..................................... (397.7) (430.9) (531.7)
----------------- ---------------- -----------------
Net Earnings....................................... $ 131.8 $ 58.4 $ 219.2
================= ================ =================

Equity in net earnings included above.............. $ 49.1 $ 18.9 $ 71.6
Equity in net earnings of limited partnerships
interests not included above..................... 44.8 25.3 46.3
Excess of earnings in joint ventures over equity
ownership percentage and amortization of
differences in bases............................. .9 1.8 9.2
Interest on notes receivable....................... .1 - .5
----------------- ---------------- -----------------
Total Equity in Net Earnings....................... $ 94.9 $ 46.0 $ 127.6
================= ================ =================
</TABLE>

F-17
<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,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Fixed maturities................................... $ 1,151.0 $ 1,024.5 $ 981.7
Trading account securities......................... - - 709.3
Securities purchased under resale agreements....... - - 533.8
Mortgage loans on real estate...................... 329.0 384.3 457.4
Equity real estate................................. 560.4 561.8 539.1
Other equity investments........................... 76.9 35.7 110.4
Policy loans....................................... 144.4 122.7 117.0
Broker-dealer related receivables.................. - - 292.2
Other investment income............................ 279.7 336.3 304.9
----------------- ---------------- -----------------

Gross investment income.......................... 2,541.4 2,465.3 4,045.8
----------------- ---------------- -----------------

Interest expense to finance short-term trading
instruments...................................... - - 983.4
Other investment expenses.......................... 413.7 434.4 463.1
----------------- ---------------- -----------------
Investment expenses.............................. 413.7 434.4 1,446.5
----------------- ---------------- -----------------

Net Investment Income.............................. $ 2,127.7 $ 2,030.9 $ 2,599.3
================= ================ =================
</TABLE>

Investment gains (losses), net, including changes in the valuation
allowances, are summarized as follows:
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Fixed maturities................................... $ 119.9 $ (14.1) $ 123.1
Mortgage loans on real estate...................... (40.2) (43.1) (65.1)
Equity real estate................................. (86.6) 20.6 (18.5)
Other equity investments........................... 12.8 76.0 119.5
Dealer and trading gains........................... - - 372.5
Sales of newly issued Alliance Units............... - 52.4 -
Other.............................................. (.6) - 1.9
----------------- ---------------- -----------------
Investment Gains, Net.............................. $ 5.3 $ 91.8 $ 533.4
================= ================ =================
</TABLE>

Writedowns of fixed maturities amounted to $46.7 million, $30.8 million
and $5.4 million for the years ended December 31, 1995, 1994 and 1993,
respectively.

For the years ended December 31, 1995 and 1994, respectively, proceeds
received on sales of fixed maturities classified as available for sale
amounted to $8,206.0 million and $5,253.9 million. Gross gains of $211.4
million and $65.2 million and gross losses of $64.2 million and $50.8
million, respectively, were realized on these sales. The change in
unrealized investment gains (losses) related to fixed maturities
classified as available for sale for the years ended December 31, 1995
and 1994 amounted to $1,077.2 million and $(742.2) million,
respectively.

Gross gains of $188.5 million and gross losses of $145.0 million were
realized on sales of investments in fixed maturities held for investment
and available for sale for the year ended December 31, 1993.

F-18
<PAGE>

During each of the years ended December 31, 1995 and 1994, one security
classified as held to maturity was sold and during the eleven months
ended November 30, 1995 and the year ended December 31, 1994,
respectively, twelve and six securities so classified were transferred
to the available for sale portfolio. All actions were taken as a result
of a significant deterioration in creditworthiness. The aggregate
amortized cost of the securities sold were $1.0 million and $19.9
million with a related investment gain of $-0- million and $.8 million
recognized in 1995 and 1994, respectively; the aggregate amortized cost
of the securities transferred was $116.0 million and $42.8 million with
gross unrealized investment losses of $3.2 million and $3.1 million
charged to consolidated shareholders' equity for the eleven months ended
November 30, 1995 and the year ended December 31, 1994, respectively. On
December 1, 1995, the Company transferred $4,794.9 million of securities
classified as held to maturity to the available for sale portfolio. As a
result, unrealized gains on fixed maturities increased $307.0 million,
offset by deferred policy acquisition costs of $73.7 million, amounts
attributable to participating group annuity contracts of $39.2 million
and deferred Federal income tax of $67.9 million.

Investment gains from other equity investments for the year ended
December 31, 1993, included $79.9 million generated by DLJ's involvement
in long-term corporate development investments.

For the years ended December 31, 1995, 1994 and 1993, investment results
passed through to certain participating group annuity contracts as
interest credited to policyholders' account balances amounted to $131.2
million, $175.8 million and $243.2 million, respectively.

During 1995, Alliance entered into an agreement to acquire the business
of Cursitor-Eaton Asset Management Company and Cursitor Holdings Limited
(collectively, "Cursitor") for approximately $141.5 million consisting
of $84.9 million in cash, 1,764,115 of Alliance's publicly traded units
("Alliance Units"), 6% notes aggregating $21.5 million payable ratably
over four years, and substantial additional consideration which will be
determined at a later date. The transaction, which is expected to be
completed during the first quarter of 1996, is subject to the receipt of
consents, regulatory approvals, and certain other closing conditions,
including client approval of the transfer of Cursitor accounts. Upon
completion of this transaction, the Company's ownership percentage of
Alliance will be reduced.

In 1994, Alliance sold 4.96 million newly issued Alliance Units to third
parties at prevailing market prices. The sales decreased the Company's
ownership of Alliance's Units from 63.2% to 59.2%. In addition, the
Company continues to hold its 1% general partnership interest in
Alliance. The Company recognized an investment gain of $52.4 million as
a result of these transactions.

The Company's ownership interest in Alliance will be further reduced
upon the exercise of options granted to certain Alliance employees. At
December 31, 1995, Alliance had options outstanding to purchase an
aggregate of 4.8 million Alliance Units at a price ranging from $6.0625
to $22.25 per unit. Options are exercisable at a rate of 20% on each of
the first five anniversary dates from the date of grant.

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

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Balance, beginning of year......................... $ (203.0) $ 131.9 $ 78.8
Changes in unrealized investment (losses) gains.... 1,117.7 (823.8) (14.1)
Effect of adopting SFAS No. 115.................... - - 283.9
Changes in unrealized investment (gains)
losses attributable to:
Participating group annuity contracts.......... (78.1) 40.8 (36.2)
Deferred policy acquisition costs.............. (208.4) 269.5 (150.5)
Deferred Federal income taxes.................. (290.0) 178.6 (30.0)
----------------- ---------------- -----------------
Balance, End of Year............................... $ 338.2 $ (203.0) $ 131.9
================= ================ =================
</TABLE>

F-19
<PAGE>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Balance, end of year comprises:
Unrealized investment (losses) gains on:
Fixed maturities............................... $ 615.9 $ (461.3) $ 283.9
Other equity investments....................... 31.1 7.7 75.8
Other.......................................... 31.6 14.5 25.0
----------------- ---------------- -----------------
Total........................................ 678.6 (439.1) 384.7
Amounts of unrealized investment (gains)
losses attributable to:
Participating group annuity contracts........ (72.2) 5.9 (34.9)
Deferred policy acquisition costs............ (89.4) 119.0 (150.5)
Deferred Federal income taxes................ (178.8) 111.2 (67.4)
----------------- ---------------- -----------------
Total.............................................. $ 338.2 $ (203.0) $ 131.9
================= ================ =================
</TABLE>

6) CLOSED BLOCK

Summarized financial information of the Closed Block follows:

DECEMBER 31,
--------------------------------------
1995 1994
----------------- -----------------
(IN MILLIONS)
<S> <C> <C>
Assets
Fixed Maturities:
Available for sale, at estimated fair value (amortized cost,
$3,662.8 and $1,270.3)........................................... $ 3,896.2 $ 1,197.0
Held to maturity, at amortized cost (estimated fair value of
$1,785.0 in 1994)................................................ - 1,927.8
Mortgage loans on real estate........................................ 1,368.8 1,543.7
Policy loans......................................................... 1,797.2 1,827.9
Cash and other invested assets....................................... 440.9 442.5
Deferred policy acquisition costs.................................... 823.6 878.1
Other assets......................................................... 286.1 288.5
----------------- -----------------
Total Assets......................................................... $ 8,612.8 $ 8,105.5
================= =================

Liabilities
Future policy benefits and policyholders' account balances........... $ 9,346.7 $ 8,965.3
Other liabilities.................................................... 160.5 104.2
----------------- -----------------
Total Liabilities.................................................... $ 9,507.2 $ 9,069.5
================= =================
</TABLE>

F-20
<PAGE>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Premiums and other revenue......................... $ 753.4 $ 798.1 $ 860.2
Investment income (net of investment
expenses of $26.7, $19.0 and $17.3).............. 538.9 523.0 526.5
Investment losses, net............................. (20.2) (24.0) (15.0)
----------------- ---------------- -----------------
Total revenues............................... 1,272.1 1,297.1 1,371.7
----------------- ---------------- -----------------

Benefits and Other Deductions
Policyholders' benefits and dividends.............. 1,085.1 1,075.6 1,141.4
Other operating costs and expenses................. 62.6 70.5 102.0
----------------- ---------------- -----------------
Total benefits and other deductions.......... 1,147.7 1,146.1 1,243.4
----------------- ---------------- -----------------

Contribution from the Closed Block................. $ 124.4 $ 151.0 $ 128.3
================= ================ =================
</TABLE>

The fixed maturity portfolio, based on amortized cost, includes $4.3
million and $23.8 million at December 31, 1995 and 1994, respectively,
of restructured securities which includes problem fixed maturities of
$1.9 million and $6.4 million, respectively.

During the eleven months ended November 30, 1995, one security
classified as held to maturity was sold and ten securities classified as
held to maturity were transferred to the available for sale portfolio.
All actions resulted from a significant deterioration in
creditworthiness. The amortized cost of the security sold was $4.2
million. The aggregate amortized cost of the securities transferred was
$81.3 million with gross unrealized investment losses of $.1 million
transferred to equity. At December 1, 1995, $1,750.7 million of
securities classified as held to maturity were transferred to the
available for sale portfolio. As a result, unrealized gains of $88.5
million on fixed maturities were recognized and offset by an increase to
the deferred dividend liability. Implementation of SFAS No. 115 for the
valuation of fixed maturities at December 31, 1993 resulted in the
recognition of a deferred dividend liability of $49.6 million.

At December 31, 1995 and 1994, problem mortgage loans on real estate had
an amortized cost of $36.5 million and $27.6 million, respectively, and
mortgage loans on real estate for which the payment terms have been
restructured had an amortized cost of $137.7 million and $179.2 million,
respectively. At December 31, 1995 and 1994, the restructured mortgage
loans on real estate amount included $8.8 million and $.7 million,
respectively, of problem mortgage loans on real estate.

Valuation allowances amounted to $18.4 million and $46.2 million on
mortgage loans on real estate and $4.3 million and $2.6 million on
equity real estate at December 31, 1995 and 1994, respectively.
Writedowns of fixed maturities amounted to $16.8 million and $15.9
million and $1.7 million for the years ended December 31, 1995, 1994 and
1993, respectively.

Many expenses related to Closed Block operations are charged to
operations outside of the Closed Block; accordingly, the contribution
from the Closed Block does not represent the actual profitability of the
Closed Block operations. Operating costs and expenses outside of the
Closed Block are, therefore, disproportionate to the business outside of
the Closed Block.

F-21
<PAGE>

7) DISCONTINUED OPERATIONS

Summarized financial information of the GIC Segment follows:
<TABLE>
<CAPTION>

DECEMBER 31,
--------------------------------------
1995 1994
----------------- -----------------
(IN MILLIONS)
<S> <C> <C>
Assets
Mortgage loans on real estate........................................ $ 1,485.8 $ 1,730.5
Equity real estate................................................... 1,122.1 1,194.8
Other invested assets................................................ 665.2 978.8
Other assets......................................................... 579.3 529.5
----------------- -----------------
Total Assets......................................................... $ 3,852.4 $ 4,433.6
================= =================

Liabilities
Policyholders' liabilities........................................... $ 1,399.8 $ 1,924.0
Allowance for future losses.......................................... 164.2 185.6
Amounts due to continuing operations................................. 2,097.1 2,108.6
Other liabilities.................................................... 191.3 215.4
----------------- -----------------
Total Liabilities.................................................... $ 3,852.4 $ 4,433.6
================= =================
</TABLE>
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Investment income (net of investment expenses
of $143.8, $174.0 and $175.8).................... $ 325.1 $ 395.0 $ 535.1
Investment (losses) gains, net..................... (22.9) 26.8 (22.6)
Policy fees, premiums and other income............. .7 .3 8.7
----------------- ---------------- -----------------
Total revenues..................................... 302.9 422.1 521.2

Benefits and other deductions...................... 328.0 443.8 545.9
----------------- ---------------- -----------------
Losses Charged to Allowance for Future Losses...... $ (25.1) $ (21.7) $ (24.7)
================= ================ =================
</TABLE>

In 1991, the Company established a pre-tax provision of $396.7 million
for the estimated future losses of the GIC Segment. At December 31,
1993, implementation of SFAS No. 115 for the valuation of fixed
maturities resulted in a benefit of $13.1 million, offset by a
corresponding addition to the allowance for future losses.

The amounts due to continuing operations at December 31, 1994 consisted
of $3,324.0 million borrowed by the GIC Segment from continuing
operations, offset by $1,215.4 million representing an obligation of
continuing operations to provide assets to fund the accumulated deficit
of the GIC Segment. In January 1995, continuing operations transferred
$1,215.4 million in cash to the GIC Segment in settlement of its
obligation. Subsequently, the GIC Segment remitted $1,155.4 million in
cash to continuing operations in partial repayment of borrowings by the
GIC Segment. No gains or losses were recognized on these transactions.
Amounts due to continuing operations at December 31, 1995, consisted of
$2,097.1 million borrowed by the discontinued GIC Segment.

F-22
<PAGE>

Investment income included $88.2 million and $97.7 million of interest
income for the years ended December 31, 1994 and 1993, respectively, on
amounts due from continuing operations. Benefits and other deductions
includes $154.6 million, $219.7 million and $197.1 million of interest
expense related to amounts borrowed from continuing operations in 1995,
1994 and 1993, respectively.

Valuation allowances amounted to $19.2 million and $50.2 million on
mortgage loans on real estate and $77.9 million and $74.7 million on
equity real estate at December 31, 1995 and 1994, respectively.
Writedowns of fixed maturities amounted to $8.1 million, $17.8 million
and $1.1 million for the years ended December 31, 1995, 1994 and 1993,
respectively.

The fixed maturity portfolio, based on amortized cost, includes $15.1
million and $43.3 million at December 31, 1995 and 1994, respectively,
of restructured securities. These amounts include problem fixed
maturities of $6.1 million and $9.7 million at December 31, 1995 and
1994, respectively.

At December 31, 1995 and 1994, problem mortgage loans on real estate had
amortized costs of $35.4 million and $14.9 million, respectively, and
mortgage loans on real estate for which the payment terms have been
restructured had amortized costs of $289.3 million and $371.2 million,
respectively.

At December 31, 1995 and 1994, the GIC Segment had $310.9 million and
$312.2 million, respectively, of real estate acquired in satisfaction of
debt.

8) SHORT-TERM AND LONG-TERM DEBT

Short-term and long-term debt consists of the following:

DECEMBER 31,
--------------------------------------
1995 1994
----------------- -----------------
(IN MILLIONS)

<S> <C> <C>
Short-term debt...................................................... $ - $ 20.0
----------------- -----------------
Long-term debt:
Equitable Life:
Surplus notes, 6.95%, scheduled to mature 2005..................... 399.3 -
Surplus notes, 7.70%, scheduled to mature 2015..................... 199.6 -
Eurodollar notes, 10.375% due 1995................................. - 34.6
Eurodollar notes, 10.5% due 1997................................... 76.2 76.2
Zero coupon note, 11.25% due 1997.................................. 120.1 107.8
Other.............................................................. 16.3 14.3
----------------- -----------------
Total Equitable Life........................................... 811.5 232.9
----------------- -----------------
Wholly Owned and Joint Venture Real Estate:
Mortgage notes, 4.98% - 12.75% due through 2019.................... 1,084.4 1,080.6
----------------- -----------------
Alliance:
Other.............................................................. 3.4 3.9
----------------- -----------------
Total long-term debt................................................. 1,899.3 1,317.4
----------------- -----------------

Total Short-term and Long-term Debt.................................. $ 1,899.3 $ 1,337.4
================= =================
</TABLE>

Short-term Debt
---------------

Equitable Life has a $350.0 million bank credit facility available to
fund short-term working capital needs and to facilitate the securities
settlement process. The credit facility consists of two types of
borrowing options with varying interest rates. The interest rates are
based on external indices dependent on the type of borrowing and at
December 31, 1995 range from 5.8% (the London Interbank Offering Rate
plus 22.5 basis points) to 8.5% (the prime rate). There were no
borrowings outstanding under this bank credit facility at December 31,
1995.

F-23
<PAGE>

Equitable Life has a commercial paper program with an issue limit of
$500.0 million. This program is available for general corporate purposes
used to support Equitable Life's liquidity needs and is supported by
Equitable Life's existing $350.0 million five-year bank credit facility.
There were no borrowings outstanding under this program at December 31,
1995.

In 1994, Alliance established a $100.0 million revolving credit facility
with several banks. On March 31, 1997, the revolving credit facility
converts into a term loan payable in quarterly installments through
March 31, 1999. Outstanding borrowings generally bear interest at the
Eurodollar rate plus .875% per annum through March 31, 1997 and at the
Eurodollar rate plus 1.125% per annum after conversion through March 31,
1999. In addition, a quarterly commitment fee of .25% per annum is paid
on the average daily unused amount. At December 31, 1995, there were no
amounts outstanding under the facility.

In 1994, Alliance also established a $100.0 million commercial paper
program and entered into a three-year $100.0 million revolving credit
facility with a group of commercial banks to support commercial paper to
be issued under the program and for general corporate purposes. Amounts
outstanding under the facility bear interest at an annual rate ranging
from the Eurodollar rate plus .225% to the Eurodollar rate plus .2875%.
A fee of .125% per annum is paid quarterly on the entire facility. At
December 31, 1995, Alliance had not issued any commercial paper and
there were no amounts outstanding under the revolving credit facility.

During 1994, EREIM established two bank lines of credit totaling $30.0
million of which $20.0 million was outstanding at December 31, 1994.

Long-term Debt
--------------

Several of the long-term debt agreements have restrictive covenants
related to the total amount of debt, net tangible assets and other
matters. The Company is in compliance with all debt covenants.

On December 18, 1995, Equitable Life issued, in accordance with Section
1307 of the New York Insurance Law, $400.0 million of surplus notes
having an interest rate of 6.95% scheduled to mature in 2005 and $200.0
million of surplus notes having an interest rate of 7.70% scheduled to
mature in 2015. Proceeds from the issuance of the surplus notes were
$596.6 million, net of related issuance costs. The unamortized discount
on the surplus notes was $1.1 million at December 31, 1995. Payments of
interest on or principal of the surplus notes are subject to prior
approval by the New York Insurance Department.

The Company has pledged real estate, mortgage loans, cash and securities
amounting to $1,629.7 million and $1,744.4 million at December 31, 1995
and 1994, respectively, as collateral for certain long-term debt.

At December 31, 1995, aggregate maturities of the long-term debt based
on required principal payments at maturity for 1996 and the succeeding
four years are $124.0 million, $466.6 million, $309.5 million, $15.8
million, respectively, and $1,015.0 million thereafter.

9) FEDERAL INCOME TAXES

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

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Federal income tax expense (benefit):
Current.......................................... $ (11.7) $ 4.0 $ 115.8
Deferred......................................... 124.1 97.2 (24.5)
----------------- ---------------- -----------------
Total.............................................. $ 112.4 $ 101.2 $ 91.3
================= ================ =================
</TABLE>

F-24
<PAGE>

The Federal income taxes attributable to consolidated operations are
different from the amounts determined by multiplying the earnings before
Federal income taxes and cumulative effect of accounting change by the
expected Federal income tax rate of 35%. The sources of the difference
and the tax effects of each are as follows:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Expected Federal income tax expense................ $ 143.5 $ 138.1 $ 106.3
Differential earnings amount....................... - (16.8) (23.2)
Adjustment of tax audit reserves................... 4.1 (4.6) 22.9
Tax rate adjustment................................ - - (5.0)
Other.............................................. (35.2) (15.5) (9.7)
----------------- --------------- -----------------
Federal Income Tax Expense......................... $ 112.4 $ 101.2 $ 91.3
================= ================ =================
</TABLE>

Prior to the date of demutualization, Equitable Life reduced its
deduction for policyholder dividends by the differential earnings
amount. This amount was computed, for each tax year, by multiplying
Equitable Life's average equity base, as determined for tax purposes, by
an estimate of the excess of an imputed earnings rate for stock life
insurance companies over the average mutual life insurance companies'
earnings rate. The differential earnings amount for each tax year was
subsequently recomputed when actual earnings rates were published by the
Internal Revenue Service. As a stock life insurance company, Equitable
Life is no longer required to reduce its policyholder dividend deduction
by the differential earnings amount, but differential earnings amounts
for pre-demutualization years were still being recomputed in 1994 and
1993.

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

DECEMBER 31, 1995 December 31, 1994
--------------------------------- ---------------------------------
ASSETS LIABILITIES Assets Liabilities
--------------- ---------------- --------------- ---------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Deferred policy acquisition costs,
reserves and reinsurance............. $ - $ 303.2 $ - $ 220.3
Investments............................ - 326.9 - 18.7
Compensation and related benefits...... 293.0 - 307.3 -
Other.................................. - 32.3 - 5.8
--------------- ---------------- --------------- ---------------
Total.................................. $ 293.0 $ 662.4 $ 307.3 $ 244.8
=============== ================ =============== ===============
</TABLE>

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,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Deferred policy acquisition costs, reserves
and reinsurance.................................. $ 55.1 $ 13.0 $ (46.7)
Investments........................................ 13.0 89.3 60.4
Compensation and related benefits.................. 30.8 10.0 (50.1)
Other.............................................. 25.2 (15.1) 11.9
----------------- ---------------- -----------------
Deferred Federal Income Tax Expense (Benefit)...... $ 124.1 $ 97.2 $ (24.5)
================= ================ =================
</TABLE>

F-25
<PAGE>

The Internal Revenue Service completed its audit of the Company's
Federal income tax returns for the years 1984 through 1988. There was no
material effect on the Company's consolidated results of operations.

10) REINSURANCE AGREEMENTS

The Insurance Group assumes and cedes reinsurance with other insurance
companies. The Insurance Group evaluates the financial condition of its
reinsurers to minimize its exposure to significant losses from reinsurer
insolvencies. The effect of reinsurance (excluding group life and
health) is summarized as follows:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Direct premiums.................................... $ 474.2 $ 476.7 $ 458.8
Reinsurance assumed................................ 171.3 180.5 169.9
Reinsurance ceded.................................. (38.7) (31.6) (29.6)
----------------- ---------------- -----------------
Premiums........................................... $ 606.8 $ 625.6 $ 599.1
================= ================ =================

Universal Life and Investment-type Product
Policy Fee Income Ceded.......................... $ 38.9 $ 27.5 $ 33.7
================= ================ =================
Policyholders' Benefits Ceded...................... $ 48.2 $ 20.7 $ 72.3
================= ================ =================
Interest Credited to Policyholders' Account
Balances Ceded................................... $ 28.5 $ 25.4 $ 24.1
================= ================ =================
</TABLE>

In February 1993, management established a practice limiting the risk
retention on new policies issued by the Insurance Group to a maximum of
$5.0 million. In addition, effective January 1, 1994, all in force
business above $5.0 million was reinsured. The Insurance Group also
reinsures the entire risk on certain substandard underwriting risks as
well as in certain other cases.

The Insurance Group cedes 100% of its group life and health business to
a third party insurance company. Premiums ceded totaled $260.6 million,
$241.0 million and $895.1 million for the years ended December 31, 1995,
1994 and 1993, respectively. Ceded death and disability benefits totaled
$188.1 million, $235.5 million and $787.8 million for the years ended
December 31, 1995, 1994 and 1993, respectively. Insurance liabilities
ceded totaled $724.2 million and $833.4 million at December 31, 1995 and
1994, respectively.

11) EMPLOYEE BENEFIT PLANS

The Company sponsors qualified and non-qualified defined benefit plans
covering substantially all employees (including certain qualified
part-time employees), managers and certain agents. The pension plans are
non-contributory and benefits are based on a cash balance formula or
years of service and final average earnings, if greater, under certain
grandfathering rules in the plans. The Company's funding policy is to
make the minimum contribution required by the Employee Retirement Income
Security Act of 1974.

Components of net periodic pension (credit) cost for the qualified and
non-qualified plans are as follows:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Service cost....................................... $ 30.0 $ 30.3 $ 29.8
Interest cost on projected benefit obligations..... 122.0 111.0 108.0
Actual return on assets............................ (309.2) 24.4 (178.6)
Net amortization and deferrals..................... 155.6 (142.5) 55.3
----------------- ---------------- -----------------
Net Periodic Pension (Credit) Cost................. $ (1.6) $ 23.2 $ 14.5
================= ================ =================
</TABLE>

F-26
<PAGE>

The funded status of the qualified and non-qualified pension plans is as
follows:

DECEMBER 31,
------------------------------------
1995 1994
---------------- -----------------
(IN MILLIONS)
<S> <C> <C>
Actuarial present value of obligations:
Vested............................................................... $ 1,642.4 $ 1,295.5
Non-vested........................................................... 10.9 8.7
--------------- -----------------
Accumulated Benefit Obligation......................................... $ 1,653.3 $ 1,304.2
================ =================

Plan assets at fair value.............................................. $ 1,503.8 $ 1,193.5
Projected benefit obligation........................................... 1,743.0 1,403.4
---------------- -----------------
Projected benefit obligation in excess of plan assets.................. (239.2) (209.9)
Unrecognized prior service cost........................................ (25.5) (33.2)
Unrecognized net loss from past experience different from that
assumed.............................................................. 368.2 298.9
Unrecognized net asset at transition................................... (7.3) (20.8)
Additional minimum liability........................................... (51.9) (37.8)
---------------- -----------------
Prepaid (Accrued) Pension Cost......................................... $ 44.3 $ (2.8)
================ =================
</TABLE>

The discount rate and rate of increase in future compensation levels
used in determining the actuarial present value of projected benefit
obligations were 7.25% and 4.50%, respectively, at December 31, 1995 and
8.75% and 4.88%, respectively, at December 31, 1994. As of January 1,
1995 and 1994, the expected long-term rate of return on assets for the
retirement plan was 11% and 10%, respectively.

The Company recorded, as a reduction of shareholder's equity, an
additional minimum pension liability of $35.1 million and $2.7 million,
net of Federal income taxes, at December 31, 1995 and 1994,
respectively, representing the excess of the accumulated benefit
obligation over the fair value of plan assets and accrued pension
liability.

The pension plan's assets include corporate and government debt
securities, equity securities, equity real estate and shares of Group
Trusts managed by Alliance.

As of December 31, 1993, the Company changed the method of determining
the market-related value of plan assets from fair value to a calculated
value. This change in estimate had no material effect on the Company's
consolidated statements of earnings.

Prior to 1987, the qualified plan funded participants' benefits through
the purchase of non-participating annuity contracts from Equitable Life.
Benefit payments under these contracts were approximately $36.4 million,
$38.1 million and $39.9 million for the years ended December 31, 1995,
1994 and 1993, respectively.

The Company provides certain medical and life insurance benefits
(collectively, "postretirement benefits") for qualifying employees,
managers and agents retiring from the Company on or after attaining age
55 who have at least 10 years of service. The life insurance benefits
are related to age and salary at retirement. The costs of postretirement
benefits are recognized in accordance with the provisions of SFAS No.
106. The Company continues to fund postretirement benefits costs on a
pay-as-you-go basis and, for the years ended December 31, 1995, 1994 and
1993, the Company made estimated postretirement benefits payments of
$31.1 million, $29.8 million and $29.7 million, respectively.

F-27
<PAGE>

The following table sets forth the postretirement benefits plan's
status, reconciled to amounts recognized in the Company's consolidated
financial statements:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Service cost....................................... $ 4.0 $ 3.9 $ 5.3
Interest cost on accumulated postretirement
benefits obligation.............................. 34.7 28.6 29.2
Unrecognized prior service cost.................... (2.3) (3.9) (6.9)
Net amortization and deferrals..................... - - 1.5
----------------- ---------------- -----------------
Net Periodic Postretirement Benefits Costs......... $ 36.4 $ 28.6 $ 29.1
================= ================ =================

</TABLE>
<TABLE>
<CAPTION>

DECEMBER 31,
------------------------------------
1995 1994
---------------- -----------------
(IN MILLIONS)
<S> <C> <C>
Accumulated postretirement benefits obligation:
Retirees............................................................. $ 391.8 $ 300.4
Fully eligible active plan participants.............................. 50.4 33.0
Other active plan participants....................................... 64.2 44.0
---------------- -----------------
506.4 377.4
Unrecognized benefit of plan amendments................................ - 3.2
Unrecognized prior service cost........................................ 56.3 61.9
Unrecognized net loss from past experience different from that
assumed and from changes in assumptions.............................. (181.3) (64.7)
---------------- -----------------
Accrued Postretirement Benefits Cost................................... $ 381.4 $ 377.8
================ =================
</TABLE>

In 1993, the Company amended the cost sharing provisions of
postretirement medical benefits. At January 1, 1994, medical benefits
available to retirees under age 65 are the same as those offered to
active employees and medical benefits will be limited to 200% of 1993
costs for all participants.

The assumed health care cost trend rate used in measuring the
accumulated postretirement benefits obligation was 10% in 1995,
gradually declining to 3.5% in the year 2008 and in 1994 was 10%,
gradually declining to 5% in the year 2004. The discount rate used in
determining the accumulated postretirement benefits obligation was 7.25%
and 8.75% at December 31, 1995 and 1994, respectively.

If the health care cost trend rate assumptions were increased by 1%, the
accumulated postretirement benefits obligation as of December 31, 1995
would be increased 6.5%. The effect of this change on the sum of the
service cost and interest cost would be an increase of 6.7%.

12) DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivatives
-----------

The Insurance Group primarily uses derivatives for asset/liability risk
management and for hedging individual securities. Derivatives mainly are
utilized to reduce the Insurance Group's exposure to interest rate
fluctuations. Accounting for interest rate swap transactions is on an
accrual basis. Gains and losses related to interest rate swap
transactions are amortized as yield adjustments over the remaining life
of the underlying hedged security. Income and expense resulting from
interest rate swap activities are reflected in net investment income
except for hedging transactions related to insurance liabilities. The
notional amount of matched interest rate swaps outstanding at December
31, 1995 was $1,120.8 million. The average unexpired terms at December
31, 1995 range from 2.5 to 3.0 years. At December 31, 1995, the cost of
terminating outstanding matched swaps in a loss position was $15.9
million and the unrealized gain on

F-28
<PAGE>

outstanding matched swaps in a gain position was $19.0 million. The
Company has no intention of terminating these contracts prior to
maturity. During 1995, 1994 and 1993, net gains (losses) of $1.4
million, $(.2) million and $-0- million, respectively, were recorded in
connection with interest rate swap activity. Equitable Life has
implemented an interest rate cap program designed to hedge crediting
rates on interest-sensitive individual annuities contracts. The
outstanding notional amounts at December 31, 1995 of contracts purchased
and sold were $2,625.0 million and $300.0 million, respectively. The net
premium paid by Equitable Life on these contracts was $12.5 million and
is being amortized ratably over the contract periods ranging from 3 to 5
years. Income and expense resulting from this program are reflected as
an adjustment to interest credited to policyholders' account balances.

Substantially all of DLJ's business related derivatives is by its nature
trading activities which are primarily for the purpose of customer
accommodations. DLJ's derivative activities consist of option writing
and trading in forward and futures contracts. Derivative financial
instruments have both on-and-off balance sheet implications depending on
the nature of the contracts. DLJ's involvement in swap contracts is not
significant.

Fair Value of Financial Instruments
-----------------------------------

The Company 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
the Company'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 the
Insurance Group was not material at December 31, 1995 and 1994.

Fair value for mortgage loans on real estate are 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 the Company's liabilities under GIC and
association plan contracts are estimated using contractual cash flows
discounted based on the T. Rowe Price GIC Index Rate for the appropriate
duration. For durations in excess of the published index rate, the
appropriate Treasury rate is used plus a spread equal to the longest
duration GIC rate spread published.

The estimated fair values for those group annuity contracts which are
classified as investment contracts are measured at the estimated fair
value of the underlying assets. Deposit administration contracts
(included with group annuity contracts) classified as insurance
contracts are measured at estimated fair value of the underlying assets.
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.

Fair value for long-term debt is determined using published market
values, where available, or contractual cash flows discounted at market
interest rates. The estimated fair values for non-recourse mortgage debt
are determined by discounting contractual cash flows at a rate which
takes into account the level of current market interest rates and
collateral risk. The estimated fair values for recourse mortgage debt
are determined by discounting contractual cash flows at a rate based
upon current interest rates of other companies with credit ratings
similar to the Company. The Company's fair value of short-term
borrowings approximates their carrying value.

F-29
<PAGE>

The following table discloses carrying value and estimated fair value
for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

DECEMBER 31,
--------------------------------------------------------------------
1995 1994
--------------------------------- ---------------------------------
CARRYING ESTIMATED Carrying Estimated
VALUE FAIR VALUE Value Fair Value
--------------- ---------------- --------------- ---------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Consolidated Financial Instruments:
-----------------------------------
Mortgage loans on real estate.......... $ 3,638.3 $ 3,973.6 $ 4,018.0 $ 3,919.4
Other joint ventures................... 492.7 492.7 544.4 544.4
Policy loans........................... 1,976.4 2,057.5 1,731.2 1,676.6
Policyholders' account balances:
Association plans.................... 101.0 100.0 141.0 141.0
Group annuity contracts.............. 2,335.0 2,395.0 2,450.0 2,469.0
SPDA................................. 1,265.8 1,272.0 1,744.3 1,732.7
Annuities certain and SCNILC......... 649.1 680.7 599.1 624.7
Long-term debt......................... 1,899.3 1,962.9 1,317.4 1,249.2

Closed Block Financial Instruments:
-----------------------------------
Mortgage loans on real estate.......... 1,368.8 1,461.4 1,543.7 1,477.8
Other equity investments............... 151.6 151.6 179.5 179.5
Policy loans........................... 1,797.2 1,891.4 1,827.9 1,721.9
SCNILC liability....................... 34.8 34.5 39.5 37.0

GIC Segment Financial Instruments:
----------------------------------
Mortgage loans on real estate.......... 1,485.8 1,666.1 1,730.5 1,743.7
Fixed maturities....................... 107.4 107.4 219.3 219.3
Other equity investments............... 455.9 455.9 591.8 591.8
Guaranteed interest contracts.......... 329.0 352.0 835.0 855.0
Long-term debt......................... 135.1 136.0 134.8 127.9
</TABLE>

13) COMMITMENTS AND CONTINGENT LIABILITIES

The Company has provided, from time to time, certain guarantees or
commitments to affiliates, investors and others. These arrangements
include commitments by the Company, under certain conditions: to make
liquidity advances to cover delinquent principal and interest and
property protection expenses with respect to loan servicing agreements
for securitized mortgage loans which at December 31, 1995 totaled $2.8
billion (as of December 31, 1995, $4.0 million have been advanced under
these commitments); to make capital contributions of up to $246.7
million to affiliated real estate joint ventures; to provide equity
financing to certain limited partnerships of $129.4 million at December
31, 1995, under existing loan or loan commitment agreements; and to
provide short-term financing loans which at December 31, 1995 totaled
$45.8 million. Management believes the Company will not incur any
material losses as a result of these commitments.

Equitable Life is the obligor under certain structured settlement
agreements which it had entered into with unaffiliated insurance
companies and beneficiaries. To satisfy its obligations under these
agreements, Equitable Life owns single premium annuities issued by
previously wholly owned life insurance subsidiaries. Equitable Life has
directed payment under these annuities to be made directly to the
beneficiaries under the structured settlement agreements. A contingent
liability exists with respect to these agreements should the previously
wholly owned subsidiaries be unable to meet their obligations.
Management believes the satisfaction of those obligations by Equitable
Life is remote.

At December 31, 1995, the Insurance Group had $29.0 million of letters
of credit outstanding.

F-30
<PAGE>

14) LITIGATION

A number of lawsuits have been filed against life and health insurers in
the jurisdictions in which Equitable Life and its subsidiaries do
business involving insurers' sales practices, alleged agent misconduct,
failure to properly supervise agents, and other matters. Some of the
lawsuits have resulted in the award of substantial judgments against
other insurers, including material amounts of punitive damages, or in
substantial settlements. In some states juries have substantial
discretion in awarding punitive damages. Equitable Life and its
insurance subsidiaries, like other life and health insurers, from time
to time are involved in such litigation. To date, no such lawsuit has
resulted in an award or settlement of any material amount against the
Company. Among litigations pending against Equitable Life and its
insurance subsidiaries of the type referred to in this paragraph are the
litigations described in the following two paragraphs.

An action entitled Golomb et al. v. The Equitable Life Assurance Society
of the United States was filed on January 20, 1995 in New York County
Supreme Court. The action purports to be brought on behalf of a class of
persons insured after 1983 under Lifetime Guaranteed Renewable Major
Medical Insurance Policies issued by Equitable Life (the "policies").
The complaint alleges that premium increases for these policies after
1983, all of which were filed with and approved by the New York State
Insurance Department and certain other state insurance departments,
breached the terms of the insurance policies, and that statements in the
policies and elsewhere concerning premium increases constituted
fraudulent concealment, misrepresentations in violation of New York
Insurance Law Section 4226 and deceptive practices under New York
General Business Law Section 349. The complaint seeks a declaratory
judgment, injunctive relief restricting the methods by which Equitable
Life increases premiums on the policies in the future, a refund of
premiums, and punitive damages. Plaintiffs also have indicated that they
will seek damages in an unspecified amount. Equitable Life has moved to
dismiss the complaint in its entirety on the grounds that it fails to
state a claim and that uncontroverted documentary evidence establishes a
complete defense to the claims. That motion is awaiting decision by the
court. In January 1996, separate actions were filed in Pennsylvania and
Texas state courts (entitled, respectively, Malvin et al. v. The
Equitable Life Assurance Society of the United States and Bowler et al.
v. The Equitable Life Assurance Society of the United States), making
claims similar to those in the New York action described above. These
new actions are asserted on behalf of proposed classes of Pennsylvania
issued or renewed policyholders and Texas issued or renewed
policyholders, insured under the policies. The Pennsylvania and Texas
actions seek compensatory and punitive damages and injunctive relief
restricting the methods by which Equitable Life increases premiums in
the future based on the common law and statutes of those states.
Although the outcome of any litigation cannot be predicted with
certainty, particularly in the early stages of an action, Equitable
Life's management believes that the ultimate resolution of those
litigations should not have a material adverse effect on the financial
position of the Company. Due to the early stage of such litigation,
Equitable Life's management cannot make an estimate of loss, if any, or
predict whether or not such litigation will have a material adverse
effect on the Company's results of operations in any particular period.

An action was instituted on April 6, 1995 against Equitable Life and its
wholly owned subsidiary, The Equitable of Colorado, Inc. ("EOC"), in New
York State Court, entitled Sidney C. Cole et al. v. The Equitable Life
Assurance Society of the United States and The Equitable of Colorado,
Inc., No. 95/108611 (N.Y. County). The action is brought by the holders
of a joint survivorship whole life policy issued by EOC. The action
purports to be on behalf of a class consisting of all persons who from
January 1, 1984 purchased life insurance policies sold by Equitable Life
and EOC based upon their allegedly uniform sales presentations and
policy illustrations. The complaint puts in issue various alleged sales
practices that plaintiffs assert, among other things, misrepresented the
stated number of years that the annual premium would need to be paid.
Plaintiffs seek damages in an unspecified amount, imposition of a
constructive trust, and seek to enjoin Equitable Life and EOC from
engaging in the challenged sales practices. Equitable Life and EOC
intend to defend vigorously and believe that they have meritorious
defenses which, if successful, would dispose of the action completely.
Equitable Life and EOC further do not believe that this case is an
appropriate class action. Although the outcome of any litigation cannot
be predicted with certainty, particularly in the early stages of an
action, Equitable Life's management believes that the ultimate

F-31
<PAGE>

resolution of this litigation should not have a material adverse effect
on the financial position of the Company. Due to the early stage of such
litigation, the Company's management cannot make an estimate of loss, if
any, or predict whether or not such litigation will have a material
adverse effect on the Company's results of operations in any particular
period.

Equitable Casualty Insurance Company ("Casualty"), a captive property
and casualty insurance company organized under the laws of Vermont,
which is an indirect wholly owned subsidiary of Equitable Life, is a
party to an arbitration proceeding that commenced in August 1995 with
the selection of three arbitrators. The arbitration will resolve a
dispute among Casualty, Houston General Insurance Company ("Houston
General"), and GEICO General Insurance Company ("GEICO General")
regarding the interpretation of a reinsurance agreement that was entered
into as part of a 1980 transaction whereby Equitable General Insurance
Company ("Equitable General"), formerly an indirect subsidiary of
Equitable Life and the predecessor of GEICO General, sold its commercial
lines business along with the stock of Houston General to subsidiaries
of Tokio Marine & Fire Insurance Company, Ltd. ("Tokio Marine").
Casualty and GEICO General maintain that, under the reinsurance
agreement, Houston General assumed liability for all losses insured
under commercial lines policies written by Equitable General and its
predecessors in order to effect the transfer of that business to Tokio
Marine's subsidiaries. Houston General contends that it did not assume
reinsurance liability for losses insured under certain of those
commercial lines policies. The arbitration panel determined to begin
hearing evidence in the arbitration in June 1996. The result of the
arbitration is expected to resolve two litigations that were commenced
by Houston General and that have been stayed by the presiding courts
pending the completion of the arbitration (in one case, Houston General
named as a defendant only GEICO General but Casualty intervened as a
defendant with GEICO General, and in the other case, Houston General
named GEICO General and Equitable Life). The arbitration is expected to
be completed during the second half of 1996. While the ultimate outcome
of the arbitration cannot be predicted with certainty, the Company's
management believes that the arbitrators will recognize that Houston
General's position is without merit and contrary to the way in which the
reinsurance industry operates and therefore the ultimate resolution of
this matter should not have a material adverse effect on the Company's
financial position or results of operations.

On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
("Complaint") was filed against the Alliance North American Government
Income Trust, Inc. (the "Fund"), Alliance and certain other defendants
affiliated with Alliance, including the Holding Company, alleging
violations of Federal securities laws, fraud and breach of fiduciary
duty in connection with the Fund's investments in Mexican and Argentine
securities. A similar complaint was filed on November 7, 1995 and was
subsequently consolidated with the Complaint. The Complaint, which seeks
certification of a plaintiff class of persons who purchased or owned
Class A, B or C shares of the Fund from March 27, 1992 through December
23, 1994, seeks an unspecified amount of damages, costs, attorneys' fees
and punitive damages. The principal allegations of the Complaint are
that the Fund purchased debt securities issued by the Mexican and
Argentine governments in amounts that were not permitted by the Funds'
investment objective, and that there was no shareholder vote to change
the investment objective to permit purchases in such amounts. The
Complaint further alleges that the decline in the value of the Mexican
and Argentine securities held by the Fund caused the Fund's net asset
value to decline to the detriment of the Fund's shareholders. On
September 26, 1995, the defendants jointly filed a motion to dismiss the
Complaint which has not yet been decided by the Court. Alliance believes
that the allegations in the Complaint are without merit and intends to
vigorously defend against these claims. While the ultimate results of
this action cannot be determined, management of Alliance does not expect
that this action will have a material adverse effect on Alliance's
business.

On January 26, 1996, a purported purchaser of certain notes and warrants
to purchase shares of common stock of Rickel Home Centers, Inc.
("Rickel") filed a class action complaint against Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJSC"), a wholly owned subsidiary of
DLJ, and certain other defendants for unspecified compensatory and
punitive damages in the United States District Court for the Southern
District of New York. The suit was brought on behalf of the purchasers
of 126,457 units consisting of $126,457,000 aggregate principal amount
of 13 1/2% senior notes due 2001 and 126,457 warrants to purchase shares
of common stock of Rickel (the "Units") issued by Rickel in October
1994. The complaint alleges violations of Federal securities laws and
common law fraud against DLJSC, as the underwriter of

F-32
<PAGE>

the Units and as an owner of 7.3% of the common stock of Rickel, Eos
Partners, L.P., and General Electric Capital Corporation, each as owners
of 44.2% of the common stock of Rickel, and members of the Board of
Directors of Rickel, including a DLJSC Managing Director. The complaint
seeks to hold DLJSC liable for alleged misstatements and omissions
contained in the prospectus and registration statement filed in
connection with the offering of the Units, alleging that the defendants
knew of financial losses and a decline in value of Rickel in the months
prior to the offering and did not disclose such information. The
complaint also alleges that Rickel failed to pay its semi-annual
interest payment due on the Units on December 15, 1995 and that Rickel
filed a voluntary petition for reorganization pursuant to Chapter 11 of
the United States Bankruptcy Code on January 10, 1996. DLJSC intends to
defend itself vigorously against all of the allegations contained in the
complaint. Although there can be no assurance, DLJ does not believe the
outcome of this litigation will have a material adverse effect on its
financial condition. Due to the early stage of this litigation, based on
the information currently available to it, DLJ's management cannot make
an estimate of loss or predict whether or not such litigation will have
a material adverse effect on DLJ's results of operations in any
particular period.

On June 12, 1995, a purported purchaser of certain securities issued by
Spectravision, Inc. ("Spectravision") filed a class action complaint
against DLJSC and certain other defendants for unspecified damages in
the U.S. District Court for the Northern District of Texas. The suit was
brought on behalf of the purchasers of $260,795,000 of securities issued
by Spectravision in November 1992, and alleges violations of the Federal
securities laws and the Texas Securities Act, common law fraud and
negligent misrepresentation. The securities were issued by Spectravision
pursuant to a prepackaged bankruptcy reorganization plan. DLJSC served
as financial advisor to Spectravision in its reorganization and as
Dealer Manager for Spectravision's 1992 issuance of the securities.
DLJSC is also being sued as a seller of certain notes of Spectravision
acquired and resold by DLJSC. The complaint seeks to hold DLJSC liable
for various alleged misstatements and omissions contained in
prospectuses and other materials issued between July 1992 and June 1994.
DLJSC intends to defend itself vigorously against all of the allegations
contained in the complaint. On June 8, 1995, Spectravision filed a
Chapter 11 petition in the United States Bankruptcy Court for the
District of Delaware. On January 5, 1996, the district court in the
litigation involving DLJSC ordered a partial stay of discovery until
Spectravision has emerged from bankruptcy or six months from the date of
the stipulated stay (whichever comes first). Accordingly, discovery of
DLJSC has not yet occurred. Although there can be no assurance, DLJ does
not believe that the ultimate outcome of this litigation will have a
material adverse effect on its financial condition. Due to the early
stage of such litigation, based upon information currently available to
it, DLJ's management cannot make an estimate of loss or predict whether
or not such litigation will have a material adverse effect on DLJ's
results of operations in any particular period. Plaintiff's counsel in
the class action against DLJSC described above has also filed another
securities class action based on similar factual allegations. Such suit
names as defendants Spectravision and its directors, and was brought on
behalf of a class of purchasers of $209.0 million of stock and $77.0
million of notes issued by Spectravision in October 1993. DLJSC served
as the managing underwriter for both of these issuances. DLJSC has not
been named as a defendant in this suit, although it has been reported to
DLJSC that plaintiff's counsel is contemplating seeking to amend the
complaint to add DLJSC as a defendant in that action.

In October 1995, DLJSC was named as a defendant in a purported class
action filed in a Texas State Court on behalf of the holders of $550.0
million principal amount of subordinated redeemable discount debentures
of National Gypsum Corporation ("NGC") canceled in connection with a
Chapter 11 plan of reorganization for NGC consummated in July 1993. The
named plaintiff in the State Court action also filed an adversary
proceeding in the Bankruptcy Court for the Northern District of Texas
seeking a declaratory judgment that the confirmed NGC plan of
reorganization does not bar the class action claims. Subsequent to the
consummation of NGC's plan of reorganization, NGC's shares traded for
values substantially in excess of, and in 1995 NGC was acquired for a
value substantially in excess of, the values upon which NGC's plan of
reorganization was based. The two actions arise out of DLJSC's
activities as financial advisor to NGC in the course of NGC's Chapter 11
reorganization proceedings. The class action complaint alleges that the
plan of reorganization submitted by NGC was based upon projections by
NGC and DLJSC which intentionally understated forecasts, and provided
misleading and incorrect information in order to hide NGC's true value
and that defendants breached their fiduciary duties by, among other
things, providing false, misleading or incomplete information to
deliberately understate the value of NGC. The class action complaint
seeks compensatory and punitive damages purportedly sustained by the
class. The Texas State

F-33
<PAGE>

Court action has subsequently been removed to the Bankruptcy Court,
which removal is being opposed by the plaintiff. DLJSC intends to defend
itself vigorously against all of the allegations contained in the
complaint. Although there can be no assurance, DLJ does not believe that
the ultimate outcome of this litigation will have a material adverse
effect on its financial condition. Due to the early stage of such
litigation, based upon the information currently available to it, DLJ's
management cannot make an estimate of loss or predict whether or not
such litigation will have a material adverse effect on DLJ's results of
operations in any particular period.

In November and December 1995, DLJSC, along with various other parties,
was named as a defendant in a number of purported class actions filed in
the U.S. District Court for the Eastern District of Louisiana. The
complaints allege violations of the Federal securities laws arising out
of a public offering in 1994 of $435.0 million of first mortgage notes
of Harrah's Jazz Company and Harrah's Jazz Finance Corp. The complaints
seek to hold DLJSC liable for various alleged misstatements and
omissions contained in the prospectus dated November 9, 1994. DLJSC
intends to defend itself vigorously against all of the allegations
contained in the complaints. Although there can be no assurance, DLJ
does not believe that the ultimate outcome of this litigation will have
a material adverse effect on its financial condition. Due to the early
stage of this litigation, based upon the information currently available
to it, DLJ's management cannot make an estimate of loss or predict
whether or not such litigation will have a material adverse effect on
DLJ's results of operations in any particular period.

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

15) LEASES

The Company has entered into operating leases for office space and
certain other assets, principally data processing equipment and office
furniture and equipment. Future minimum payments under noncancelable
leases for 1996 and the succeeding four years are $114.8 million, $101.8
million, $90.0 million, $73.6 million, $57.7 million and $487.0 million
thereafter. Minimum future sublease rental income on these noncancelable
leases for 1996 and the succeeding four years are $11.0 million, $8.7
million, $6.9 million, $4.6 million, $2.9 million and $1.1 million
thereafter.

At December 31, 1995, the minimum future rental income on noncancelable
operating leases for wholly owned investments in real estate for 1996
and the succeeding four years are $292.9 million, $271.2 million, $248.1
million, $226.4 million, $195.5 million and $1,018.8 million thereafter.

F-34
<PAGE>

16) OTHER OPERATING COSTS AND EXPENSES

Other operating costs and expenses consisted of the following:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Compensation costs................................. $ 595.9 $ 690.0 $ 1,452.3
Commissions........................................ 314.3 313.0 551.1
Short-term debt interest expense................... 11.4 19.0 317.1
Long-term debt interest expense.................... 108.1 98.3 86.0
Amortization of policy acquisition costs........... 320.4 318.1 275.9
Capitalization of policy acquisition costs......... (391.0) (410.9) (397.8)
Rent expense, net of sub-lease income.............. 124.8 128.9 159.5
Other.............................................. 772.6 786.7 1,140.1
----------------- ---------------- -----------------
Total.............................................. $ 1,856.5 $ 1,943.1 $ 3,584.2
================= ================ =================
</TABLE>

During the years ended December 31, 1995, 1994 and 1993, the Company
restructured certain operations in connection with cost reduction
programs and recorded pre-tax provisions of $32.0 million, $20.4 million
and $96.4 million, respectively. The amounts paid during 1995,
associated with the 1995 and 1994 cost reduction programs, totaled $24.0
million. At December 31, 1995, the liabilities associated with the 1995
and 1994 cost reduction programs amounted to $37.8 million. The 1995
cost reduction program included relocation expenses, including the
accelerated amortization of building improvements associated with the
relocation of the home office. The 1994 cost reduction program included
costs associated with the termination of operating leases and employee
severance benefits in connection with the consolidation of 16 insurance
agencies. The 1993 cost reduction program primarily reflected severance
benefits of terminated employees in connection with the combination of a
wholly owned subsidiary of the Company with Alliance.

17) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

Equitable Life is restricted as to the amounts it may pay as dividends
to the Holding Company. Under the New York Insurance Law, the New York
Superintendent has broad discretion to determine whether the financia1
condition of a stock life insurance company would support the payment of
dividends to its shareholders. For the years ended December 31, 1995,
1994 and 1993, statutory (loss) earnings totaled $(352.4) million, $67.5
million and $324.0 million, respectively. No amounts are expected to be
available for dividends from Equitable Life to the Holding Company in
1996.

At December 31, 1995, the Insurance Group, in accordance with various
government and state regulations, had $18.9 million of securities
deposited with such government or state agencies.

F-35
<PAGE>

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 the Company's statutory
change in 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 and equity on a GAAP
basis.

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Net change in statutory surplus and capital stock.. $ 78.1 $ 292.4 $ 190.8
Change in asset valuation reserves................. 365.7 (285.2) 639.1
----------------- ---------------- -----------------
Net change in statutory surplus, capital stock
and asset valuation reserves..................... 443.8 7.2 829.9
Adjustments:
Future policy benefits and policyholders'
account balances............................... (67.9) (11.0) (171.0)
Deferred policy acquisition costs................ 70.6 92.8 121.8
Deferred Federal income taxes.................... (150.0) (59.7) (57.5)
Valuation of investments......................... 189.1 45.2 202.3
Valuation of investment subsidiary............... (188.6) 396.6 (464.9)
Limited risk reinsurance......................... 416.9 74.9 85.2
Issuance of surplus notes........................ (538.9) - -
Sale of subsidiary and joint venture............. - - (366.5)
Contribution from the Holding Company............ - (300.0) -
Postretirement benefits.......................... (26.7) 17.1 23.8
Other, net....................................... 115.1 (44.0) 60.3
GAAP adjustments of Closed Block................. (3.1) 4.5 (16.0)
GAAP adjustments of discontinued GIC
Segment........................................ 37.3 42.8 (35.0)
----------------- ---------------- -----------------
Net Earnings....................................... $ 297.6 $ 266.4 $ 212.4
================= ================ =================
</TABLE>
<TABLE>
<CAPTION>

DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Statutory surplus and capital stock................ $ 2,202.9 $ 2,124.8 $ 1,832.4
Asset valuation reserves........................... 1,345.9 980.2 1,265.4
----------------- ---------------- -----------------
Statutory surplus, capital stock and asset
valuation reserves............................... 3,548.8 3,105.0 3,097.8
Adjustments:
Future policy benefits and policyholders'
account balances............................... (1,017.4) (949.5) (938.5)
Deferred policy acquisition costs................ 3,083.3 3,221.1 2,858.8
Deferred Federal income taxes.................... (450.8) (26.8) (137.8)
Valuation of investments......................... 417.7 (794.1) (29.8)
Valuation of investment subsidiary............... (665.1) (476.5) (873.1)
Limited risk reinsurance......................... (429.0) (845.9) (920.8)
Issuance of surplus notes........................ (538.9) - -
Postretirement benefits.......................... (343.3) (316.6) (333.7)
Other, net....................................... 4.4 (79.2) (81.9)
GAAP adjustments of Closed Block................. 575.7 578.8 574.2
GAAP adjustments of discontinued GIC
Segment........................................ (184.6) (221.9) (264.6)
----------------- ---------------- -----------------
Total Shareholder's Equity......................... $ 4,000.8 $ 3,194.4 $ 2,950.6
================= ================ =================
</TABLE>

F-36
<PAGE>

18) BUSINESS SEGMENT INFORMATION

The Company has three major business segments: Individual Insurance and
Annuities; Investment Services and Group Pension.
Consolidation/elimination principally includes debt not specific to any
business segment. Attributed Insurance Capital represents net assets and
related revenues and earnings of the Insurance Group not assigned to the
insurance segments. Interest expense related to debt not specific to any
business segment is presented within Corporate interest expense.
Information for all periods is presented on a comparable basis.

The Individual Insurance and Annuities segment offers a variety of
traditional, variable and interest-sensitive life insurance products,
disability income, annuity products and mutual fund and other investment
products to individuals and small groups. This segment includes Separate
Accounts for certain individual insurance and annuity products.

The Investment Services segment provides investment fund management,
primarily to institutional clients. This segment includes Separate
Accounts which provide various investment options for group clients
through pooled or single group accounts.

Intersegment investment advisory and other fees of approximately $124.1
million, $135.3 million and $128.6 million for 1995, 1994 and 1993,
respectively, are included in total revenues of the Investment Services
segment. These fees, excluding amounts related to the discontinued GIC
Segment of $14.7 million, $27.4 million and $17.0 million for 1995, 1994
and 1993, respectively, are eliminated in consolidation.

The Group Pension segment administers traditional participating group
annuity contracts with conversion features, generally for corporate
qualified pension plans, and association plans which provide full
service retirement programs for individuals affiliated with professional
and trade associations.

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Individual insurance and annuities................. $ 3,254.6 $ 3,110.7 $ 2,981.5
Group pension...................................... 292.0 359.1 426.6
Attributed insurance capital....................... 61.2 79.4 61.6
----------------- ---------------- -----------------
Insurance operations............................. 3,607.8 3,549.2 3,469.7
Investment services................................ 949.1 935.2 2,792.6
Consolidation/elimination.......................... (34.9) (24.7) (40.5)
----------------- ---------------- -----------------
Total.............................................. $ 4,522.0 $ 4,459.7 $ 6,221.8
================= ================ =================

Earnings (loss) before Federal income taxes
and cumulative effect of accounting change
Individual insurance and annuities................. $ 274.4 $ 245.5 $ 76.2
Group pension...................................... (13.3) 15.8 2.0
Attributed insurance capital....................... 18.7 69.8 49.0
----------------- ---------------- -----------------
Insurance operations............................. 279.8 331.1 127.2
Investment services................................ 161.2 177.5 302.1
Consolidation/elimination.......................... (3.1) .3 .5
----------------- ---------------- -----------------
Subtotal..................................... 437.9 508.9 429.8
Corporate interest expense......................... (27.9) (114.2) (126.1)
----------------- ---------------- -----------------
Total.............................................. $ 410.0 $ 394.7 $ 303.7
================= ================ =================
</TABLE>

F-37
<PAGE>

DECEMBER 31,
------------------------------------
1995 1994
---------------- -----------------
(IN MILLIONS)
<S> <C> <C>
Assets
Individual insurance and annuities..................................... $ 50,328.8 $ 44,063.4
Group pension.......................................................... 4,033.3 4,222.8
Attributed insurance capital........................................... 2,391.6 2,609.8
---------------- -----------------
Insurance operations................................................. 56,753.7 50,896.0
Investment services.................................................... 12,842.9 12,127.9
Consolidation/elimination.............................................. (354.4) (1,614.4)
---------------- -----------------
Total.................................................................. $ 69,242.2 $ 61,409.5
================ =================
</TABLE>

19) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The quarterly results of operations for the years ended December 31,
1995, 1994 and 1993, are summarized below:

THREE MONTHS ENDED,
------------------------------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
----------------- ----------------- ------------------ ------------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
1995
----
Total Revenues................ $ 1,074.7 $ 1,158.4 $ 1,127.1 $ 1,161.8
================= ================= ================== ==================

Net Earnings.................. $ 59.0 $ 94.3 $ 91.2 $ 53.1
================= ================= ================== ==================

1994
----
Total Revenues................ $ 1,107.4 $ 1,075.0 $ 1,153.8 $ 1,123.5
================= ================= ================== ==================

Earnings before Cumulative
Effect of Accounting
Change...................... $ 64.0 $ 68.4 $ 89.1 $ 72.0
================= ================= ================== ==================
Net Earnings.................. $ 36.9 $ 68.4 $ 89.1 $ 72.0
================= ================= ================== ==================

1993
----
Total Revenues................ $ 1,502.2 $ 1,539.7 $ 1,679.4 $ 1,500.5
================= ================= ================== ==================

Net Earnings.................. $ 32.3 $ 47.1 $ 68.8 $ 64.2
================= ================= ================== ==================
</TABLE>

20) INVESTMENT IN DLJ

On December 15, 1993, the Company sold a 61% interest in DLJ to the
Holding Company for $800.0 million in cash and securities. The excess of
the proceeds over the book value in DLJ at the date of sale of $340.2
million has been reflected as a capital contribution. In 1995, DLJ
completed the initial public offering ("IPO") of 10.58 million shares of
its common stock, which included 7.28 million of the Holding Company's
shares in DLJ, priced at $27 per share. Concurrent with the IPO, the
Company contributed equity securities to DLJ having a market value of
$21.2 million. Upon completion of the IPO, the Company's ownership
percentage was reduced to 36.1%. The Company's ownership interest will
be further reduced upon the issuance of common stock after the vesting
of forfeitable restricted stock units acquired by and/or the exercise of
options granted to certain DLJ employees. At December 31, 1995, DLJ had
options
F-38
<PAGE>

outstanding to purchase approximately 9.2 million shares of DLJ common
stock at $27.00 per share. Options are exercisable over a period of up
to ten years. DLJ restricted stock units represents forfeitable rights
to receive approximately 5.2 million shares of DLJ common stock through
February 2000.

The results of operations and cash flows of DLJ through the date of sale
are included in the consolidated statements of earnings and cash flow
for the year ended December 31, 1993. For the period subsequent to the
date of sale, the results of operations of DLJ are accounted for on the
equity basis and are included in commissions, fees and other income in
the consolidated statements of earnings. The Company's carrying value of
DLJ is included in investment in and loans to affiliates in the
consolidated balance sheets.

Summarized balance sheets information for DLJ, reconciled to the
Company's carrying value of DLJ, are as follows:

DECEMBER 31,
------------------------------------
1995 1994
---------------- -----------------
(IN MILLIONS)
<S> <C> <C>
Assets:
Trading account securities, at market value............................ $ 10,911.4 $ 8,970.0
Securities purchased under resale agreements........................... 18,748.2 10,476.4
Broker-dealer related receivables...................................... 13,023.7 11,784.8
Other assets........................................................... 1,893.2 2,030.4
---------------- -----------------
Total Assets........................................................... $ 44,576.5 $ 33,261.6
================ =================

Liabilities:
Securities sold under repurchase agreements............................ $ 26,744.8 $ 18,356.7
Broker-dealer related payables......................................... 12,915.5 10,618.0
Short-term and long-term debt.......................................... 1,717.5 1,956.5
Other liabilities...................................................... 1,775.0 1,285.1
---------------- -----------------
Total liabilities...................................................... 43,152.8 32,216.3
Cumulative exchangeable preferred stock................................ 225.0 225.0
Total shareholders' equity............................................. 1,198.7 820.3
---------------- -----------------
Total Liabilities, Cumulative Exchangeable Preferred Stock and
Shareholders' Equity................................................. $ 44,576.5 $ 33,261.6
================ =================

DLJ's equity as reported............................................... $ 1,198.7 $ 820.3
Unamortized cost in excess of net assets acquired in 1985
and other adjustments................................................ 40.5 50.8
The Holding Company's equity ownership in DLJ.......................... (499.0) (532.1)
Minority interest in DLJ............................................... (324.3) -
---------------- -----------------
The Company's Carrying Value of DLJ.................................... $ 415.9 $ 339.0
================ =================
</TABLE>

F-39
<PAGE>

Summarized statements of earnings information for DLJ reconciled to the
Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
------------------------------------
1995 1994
---------------- -----------------
(IN MILLIONS)

<S> <C> <C>
Commission, fees and other income...................................... $ 1,325.9 $ 953.5
Net investment income.................................................. 904.1 791.9
Dealer, trading and investment gains, net.............................. 528.6 263.3
---------------- -----------------
Total Revenues......................................................... 2,758.6 2,008.7
Total expenses including income taxes.................................. 2,579.5 1,885.7
---------------- -----------------
Net earnings........................................................... 179.1 123.0
Dividends on preferred stock........................................... 19.9 20.9
---------------- -----------------
Earnings Applicable to Common Shares................................... $ 159.2 $ 102.1
================ =================

DLJ's earnings applicable to common shares as reported................. $ 159.2 $ 102.1
Amortization of cost in excess of net assets acquired in 1985.......... (3.9) (3.1)
The Holding Company's equity in DLJ's earnings......................... (90.4) (60.9)
Minority interest in DLJ............................................... (6.5) -
---------------- -----------------
The Company's Equity in DLJ's Earnings................................. $ 58.4 $ 38.1
================ =================
</TABLE>

21) RELATED PARTY TRANSACTIONS

On August 31, 1993, the Company sold $661.0 million of primarily
privately placed below investment grade fixed maturities to EQ Asset
Trust 1993, a limited purpose business trust, wholly owned by the
Holding Company. The Company recognized a $4.1 million gain net of
related deferred policy acquisition costs, deferred Federal income tax
and amounts attributable to participating group annuity contracts. In
conjunction with this transaction, the Company received $200.0 million
of Class B Notes issued by EQ Asset Trust 1993. These notes have
interest rates ranging from 6.85% to 9.45%. The Class B Notes are
reflected in investments in and loans to affiliates on the consolidated
balance sheets.

F-40

<PAGE>

[Financial statements for Equitable and for the Separate Account for the period
ended September 30, 1996 to be filed]

<PAGE>

APPENDIX A

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

LONG-TERM MARKET TRENDS

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

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

The chart on page A-2 illustrates the average annual compound rates of return
over selected time periods between December 31, 1925 and December 31, 1995 for
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds and Treasury Bills. The Consumer Price Index
is shown as a measure of inflation for comparison purposes. The average annual
returns assume the reinvestment of dividends, capital gains and interest.

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

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

A-1

<PAGE>

AVERAGE ANNUAL RATES OF RETURN

<TABLE>
<CAPTION>
FOR THE
FOLLOWING LONG-TERM LONG-TERM INTERMEDIATE- U.S. CONSUMER
PERIODS ENDING COMMON GOVERNMENT CORPORATE TERM GOV'T TREASURY PRICE
12/31/95: STOCKS BONDS BONDS BONDS BILLS INDEX
- -------- ------ ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
1 year.................. 37.43 31.67 26.39 16.80 5.60 2.74
3 years................. 15.26 12.82 10.47 7.22 4.13 2.72
5 years................. 16.57 13.10 12.07 8.81 4.29 2.83
10 years................. 14.84 11.92 11.25 9.08 5.55 3.48
20 years................. 14.59 10.45 10.54 9.69 7.28 5.23
30 years................. 10.68 7.92 8.17 8.36 6.72 5.39
40 years................. 10.78 6.38 6.75 7.02 5.73 4.46
50 years................. 11.94 5.35 5.75 5.87 4.80 4.36
60 years................. 11.34 5.20 5.46 5.34 4.01 4.10
Since 1926............... 10.54 5.17 5.69 5.25 3.72 3.12
Inflation Adjusted
Since 1926............... 7.20 1.99 2.49 2.07 0.58 0.00

<FN>
- ----------
*Source: Ibbotson, Roger G. and Rex A. Sinquefield, STOCKS, BONDS, BILLS, AND
INFLATION (SBBI), 1982, updated in STOCKS, BONDS, BILLS, AND INFLATION 1996
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 1969-1995, 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
1969-1995; for the period 1926-1945, the Standard and Poor's monthly High-Grade
Corporate Composite yield data were used, assuming a 4 percent coupon and a
twenty year maturity.

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

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

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

A-2
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES

IL PROTECTOR(TM)
IL COLI II(TM)
INCENTIVE LIFE PLUS(TM)
SURVIVORSHIP 2000(TM)
INCENTIVE LIFE 2000(TM)
CHAMPION 2000(TM)
SP-FLEX(TM)
INCENTIVE LIFE(TM)

PROSPECTUS SUPPLEMENT DATED JANUARY 1, 1997

This supplement updates certain information in the Prospectus you received for
the variable life insurance policy you purchased from Equitable Variable Life
Insurance Company ("Equitable Variable")*. If your prospectus is dated 1995 or
earlier, we also mailed to you a prospectus supplement dated May 1, 1996.
Capitalized terms used in this supplement have the same meanings as in the
Prospectus. You should keep this supplement with your Prospectus and any May 1,
1996 supplement. We will send you another copy of any Prospectus or supplement,
without charge, on written request.

On January 1, 1997, Equitable Variable, a wholly-owned subsidiary of The
Equitable Life Assurance Society of the United States ("Equitable") was merged
with and into Equitable. As a result of this merger, all of Equitable Variable's
assets, including the assets of Equitable Variable's Separate Account FP, became
the assets of Equitable, and all of Equitable Variable's obligations, including
your policy, were assumed by Equitable. The merger did not affect any policy
values, premiums, investment options or other terms and conditions of your
policy in any way. Policy Account values allocated to the Separate Account Funds
continue after the merger without change or interruption.

Management. A list of our directors and, to the extent they are responsible for
variable life insurance operations, our principal officers and a brief statement
of their business experience for the past five years is contained in Appendix A
to this supplement.

Financial Statements. The financial statements of Separate Account FP and
Equitable included in this prospectus supplement have been audited for the years
ended December 31, 1995, 1994 and 1993 by the accounting firm of ______________,
independent accountants, as stated in their reports. The financial statements of
Separate Account FP and Equitable for the years ended December 31, 1995, 1994
and 1993 included in this prospectus supplement have been so included in
reliance on the reports of ______________, given on the authority of such firm
as experts in accounting and auditing. The financial statements of Separate
Account FP and Equitable for the period ended September 30, 1996 included in
this prospectus supplement are unaudited.

The financial statements of Equitable contained in this prospectus supplement
should be considered only as bearing upon the ability of Equitable to meet its
obligations under the policies. They should not be considered as bearing upon
the investment experience of the funds in the Separate Account. The financial
statements of Separate Account FP include periods prior to the merger when
Separate Account FP was part of Equitable Variable.

- ----------

*This supplement updates certain information contained in the IL Protector
Prospectus dated July 25, 1996; the IL COLI II Prospectus dated July 24, 1996;
the Incentive Life Plus Prospectuses dated December 19, 1994, May 1, 1995,
September 15, 1995 and May 1, 1996; the Survivorship 2000 Prospectuses dated
August 18, 1992 and May 1, 1993, 1994, 1995 and 1996; the Incentive Life 2000
Prospectuses dated November 27, 1991 and May 1, 1993 and 1994; the Champion 2000
Prospectuses dated November 27, 1991 and May 1, 1993 and 1994; the SP-FLEX
Prospectuses dated September 30 and August 24, 1987; and the Incentive Life
Prospectuses dated August 29, 1989, February 27, 1991 and May 1, 1990, 1993 and
1994.

EVM-103

<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

[__________________________________]
New York, NY
February 7, 1996, except as to Note 8 which is as of September 19, 1996

FSA-1
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
<TABLE>
<CAPTION>

</TABLE>
See Notes to Financial Statements.

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

FSA-2
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS

INTERMEDIATE GOVERNMENT
MONEY MARKET DIVISION SECURITIES DIVISION
------------------------------------ --------------------------------------

YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------------ --------------------------------------

QUALITY BOND DIVISION
-------------------------------------------

OCTOBER 1*
TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
--------------------------- ------------

See Notes to Financial Statements.

<FN>
* Commencement of Operations
</FN>
</TABLE>

FSA-3
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONTINUED)

HIGH YIELD DIVISION
----------------------------------------

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

<FN>
* Commencement of Operations
</FN>
</TABLE>

FSA-4
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONTINUED)

COMMON STOCK DIVISION GLOBAL STOCK DIVISION
-------------------------------------------- -----------------------------------------

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>

FSA-5
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONCLUDED)

</TABLE>
See Notes to Financial Statements.

FSA-6
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
INTERMEDIATE GOVERNMENT
MONEY MARKET DIVISION SECURITIES DIVISION
------------------------------------------ -------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

INCREASE (DECREASE) IN NET ASSETS:

See Notes to Financial Statements.
<FN>

*Commencement of Operations
</FN>
</TABLE>

FSA-7
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
HIGH YIELD DIVISION
------------------------------------------

YEAR ENDED DECEMBER 31,
------------------------------------------
1995 1994 1993
----------- ------------ -----------

<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>

FSA-8
<PAGE>
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
COMMON STOCK DIVISION GLOBAL STOCK DIVISION
-------------------------------------------- ------------------------------------------

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>
FSA-9
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)

<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

FSA-10
<PAGE>
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

1. General

2. Significant Accounting Policies

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. Asset Charges

FSA-11
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1995

Under Incentive Life, Incentive Life Plus 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. Amounts Retained by Equitable Variable Life in Separate Account FP

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

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

5. Distribution and Servicing Agreements

6. Share Substitution

FSA-12
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

7. Investment Returns

- -------------------------------
* Sales of Incentive Life 2000 and Champion 2000 commenced on March 2, 1992.
Sales of Incentive Life Plus Second Series commenced on September 15, 1995.

(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)

DECEMBER 31, 1995

APRIL 3(A)
TO
DECEMBER 31,
INTERNATIONAL DIVISION 1995
- ---------------------- ----------
Gross return.............. 11.29 %
Net return................ 10.79 %

- ----------
(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>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

GLOBAL DIVISION
- ---------------
Gross return.............. 18.81 % 5.23 % 32.09 % 4.87 %
Net return................ 17.75 % 4.29 % 30.93 % 4.52 %

APRIL 3(A) TO
DECEMBER 31,
----------------
INTERNATIONAL DIVISION 1995
- ---------------------- ----
Gross return.............. 11.29 %
Net return................ 10.55 %

BALANCED DIVISION 1995 1994 1993 1992
- ----------------- ---- ---- ---- ----
Gross return.............. 19.75 % (8.02)% 12.28 % 5.37 %
Net return................ 18.68 % (8.84)% 11.30 % 5.02 %

- ----------
(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-15
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31,1995

RATES OF RETURN:
INCENTIVE LIFE PLUS ORIGINAL SERIES(B)*
- ---------------------------------------

YEAR ENDED DECEMBER 31,
-------------------------
1995
----
Money Market Division........ 5.69%

Intermediate Government
Securities Division.......... 13.31%

Quality Bond Division........ 17.13%

High Yield Division.......... 19.95%

Growth & Income Division..... 24.38%

Equity Index Division........ 36.53%

Common Stock Division........ 33.07%

Global Division.............. 19.38%

APRIL 30 TO DECEMBER 31,
------------------------
1995
----
International Division....... 11.29%

YEAR ENDED DECEMBER 31,
------------------------
1995
----
Aggressive Stock Division.... 33.00%

ASSET ALLOCATION SERIES

YEAR ENDED DECEMBER 31,
------------------------
1995
----
Conservative Investors Division... 20.59%

Balanced Division................ 20.32%

Growth Investors Division......... 26.92%

- --------------------
*Sales of Incentive Life Plus Original Series commenced on January 6, 1995.

FSA-16
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31,1995

EQUITY INDEX DIVISION 1995 1994
- --------------------- ---- ----
Gross return.............. 36.48 % (2.54)%
Net return................ 34.06 % (2.69)%

APRIL 3(A) TO
DECEMBER 31,
-------------
INTERNATIONAL DIVISION 1995
- ---------------------- ----
Gross return.............. 11.29 %
Net return................ 9.82 %

FSA-17
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

8. Subsequent Event

FSA-18

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholder of
The Equitable Life Assurance Society of the United States

[______________________________]
New York, New York
February 7, 1996

F-1
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>

TOTAL ASSETS................................................................ $ 69,242.2 $ 61,409.5
================= =================

Commitments and contingencies (Notes 10, 12, 13, 14 and 15)

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 69,242.2 $ 61,409.5
================= =================

</TABLE>

See Notes to Consolidated Financial Statements.

F-2
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>

Total revenues.......................................... 4,522.0 4,459.7 6,221.8
----------------- ----------------- -----------------

Total benefits and other deductions..................... 4,112.0 4,065.0 5,918.1
----------------- ----------------- -----------------

Net Earnings.................................................. $ 297.6 $ 266.4 $ 212.4
================= ================= =================

</TABLE>

See Notes to Consolidated Financial Statements.

F-3
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>

1995 1994 1993
----------------- ----------------- -----------------
(IN MILLIONS)

TOTAL SHAREHOLDER'S EQUITY, END OF YEAR....................... $ 4,000.8 $ 3,194.4 $ 2,950.6
================= ================= =================
</TABLE>

See Notes to Consolidated Financial Statements.

F-4
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1995 1994 1993
----------------- ----------------- -----------------
(IN MILLIONS)

Net cash provided (used) by operating activities.............. 1,324.3 634.0 (3,861.2)
----------------- ----------------- -----------------

Net cash (used) provided by investing activities.............. (244.4) 191.9 (1,036.2)
----------------- ----------------- -----------------

Net cash (used) provided by financing activities.............. (998.8) (725.7) 4,727.7
----------------- ----------------- -----------------

Cash and Cash Equivalents, End of Year........................ $ 774.7 $ 693.6 $ 593.4
================= ================= =================

See Notes to Consolidated Financial Statements.
F-5
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1) ORGANIZATION

2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation
-----------------------------------------------------

The accompanying consolidated financial statements are prepared in
conformity with generally accepted accounting principles ("GAAP").

Certain reclassifications have been made in the amounts presented for
prior periods to conform these periods with the 1995 presentation.

F-6
<PAGE>

Closed Block
------------

Discontinued Operations
-----------------------

Accounting Changes
------------------

F-7
<PAGE>

New Accounting Pronouncements
-----------------------------

F-8
<PAGE>

Valuation of Investments
------------------------

Policy loans are stated at unpaid principal balances.

Common 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 includes 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)
-----------------------------------------------------------

F-9
<PAGE>

Recognition of Insurance Income and Related Expenses
----------------------------------------------------

Premiums from individual health contracts are recognized as income over
the period to which the premiums relate in proportion to the amount of
insurance protection provided.

Deferred Policy Acquisition Costs
---------------------------------

Policyholders' Account Balances and Future Policy Benefits
----------------------------------------------------------

F-10
<PAGE>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

F-11
<PAGE>

Federal Income Taxes
--------------------

Separate Accounts
-----------------

F-12
<PAGE>

3) INVESTMENTS

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

Equity Securities:
Common stock......................... $ 97.3 $ 49.1 $ 18.0 $ 128.4
================= ================= ================ ===============

Equity Securities:
Common stock......................... $ 126.4 $ 31.2 $ 23.5 $ 134.1
================= ================= ================ ===============
</TABLE>

F-13
<PAGE>

The contractual maturity of bonds at December 31, 1995 is shown below:

AVAILABLE FOR SALE
------------------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
---------------- -----------------
(IN MILLIONS)

Investment valuation allowances and changes thereto are shown below:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

F-14
<PAGE>

Impaired mortgage loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:

December 31, 1995
-------------------
(IN MILLIONS)

F-15
<PAGE>

F-16
<PAGE>

4) JOINT VENTURES AND PARTNERSHIPS

F-17
<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,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

Gross investment income.......................... 2,541.4 2,465.3 4,045.8
----------------- ---------------- -----------------

Net Investment Income.............................. $ 2,127.7 $ 2,030.9 $ 2,599.3
================= ================ =================
</TABLE>

Investment gains (losses), net, including changes in the valuation
allowances, are summarized as follows:
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

Writedowns of fixed maturities amounted to $46.7 million, $30.8 million
and $5.4 million for the years ended December 31, 1995, 1994 and 1993,
respectively.

F-18
<PAGE>

Investment gains from other equity investments for the year ended
December 31, 1993, included $79.9 million generated by DLJ's involvement
in long-term corporate development investments.

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

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

F-19
<PAGE>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Balance, end of year comprises:
Unrealized investment (losses) gains on:
Fixed maturities............................... $ 615.9 $ (461.3) $ 283.9
Other equity investments....................... 31.1 7.7 75.8
Other.......................................... 31.6 14.5 25.0
----------------- ---------------- -----------------
Total........................................ 678.6 (439.1) 384.7
Amounts of unrealized investment (gains)
losses attributable to:
Participating group annuity contracts........ (72.2) 5.9 (34.9)
Deferred policy acquisition costs............ (89.4) 119.0 (150.5)
Deferred Federal income taxes................ (178.8) 111.2 (67.4)
----------------- ---------------- -----------------
Total.............................................. $ 338.2 $ (203.0) $ 131.9
================= ================ =================
</TABLE>

6) CLOSED BLOCK

Summarized financial information of the Closed Block follows:

F-20
<PAGE>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Premiums and other revenue......................... $ 753.4 $ 798.1 $ 860.2
Investment income (net of investment
expenses of $26.7, $19.0 and $17.3).............. 538.9 523.0 526.5
Investment losses, net............................. (20.2) (24.0) (15.0)
----------------- ---------------- -----------------
Total revenues............................... 1,272.1 1,297.1 1,371.7
----------------- ---------------- -----------------

Contribution from the Closed Block................. $ 124.4 $ 151.0 $ 128.3
================= ================ =================
</TABLE>

F-21
<PAGE>

7) DISCONTINUED OPERATIONS

Summarized financial information of the GIC Segment follows:
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Investment income (net of investment expenses
of $143.8, $174.0 and $175.8).................... $ 325.1 $ 395.0 $ 535.1
Investment (losses) gains, net..................... (22.9) 26.8 (22.6)
Policy fees, premiums and other income............. .7 .3 8.7
----------------- ---------------- -----------------
Total revenues..................................... 302.9 422.1 521.2

F-22
<PAGE>

At December 31, 1995 and 1994, the GIC Segment had $310.9 million and
$312.2 million, respectively, of real estate acquired in satisfaction of
debt.

8) SHORT-TERM AND LONG-TERM DEBT

Short-term and long-term debt consists of the following:

DECEMBER 31,
--------------------------------------
1995 1994
----------------- -----------------
(IN MILLIONS)

Total Short-term and Long-term Debt.................................. $ 1,899.3 $ 1,337.4
================= =================
</TABLE>

Short-term Debt
---------------

F-23
<PAGE>

During 1994, EREIM established two bank lines of credit totaling $30.0
million of which $20.0 million was outstanding at December 31, 1994.

Long-term Debt
--------------

Several of the long-term debt agreements have restrictive covenants
related to the total amount of debt, net tangible assets and other
matters. The Company is in compliance with all debt covenants.

9) FEDERAL INCOME TAXES

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

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Federal income tax expense (benefit):
Current.......................................... $ (11.7) $ 4.0 $ 115.8
Deferred......................................... 124.1 97.2 (24.5)
----------------- ---------------- -----------------
Total.............................................. $ 112.4 $ 101.2 $ 91.3
================= ================ =================
</TABLE>

F-24
<PAGE>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

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

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Deferred policy acquisition costs, reserves
and reinsurance.................................. $ 55.1 $ 13.0 $ (46.7)
Investments........................................ 13.0 89.3 60.4
Compensation and related benefits.................. 30.8 10.0 (50.1)
Other.............................................. 25.2 (15.1) 11.9
----------------- ---------------- -----------------
Deferred Federal Income Tax Expense (Benefit)...... $ 124.1 $ 97.2 $ (24.5)
================= ================ =================
</TABLE>

F-25
<PAGE>

10) REINSURANCE AGREEMENTS

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

11) EMPLOYEE BENEFIT PLANS

Components of net periodic pension (credit) cost for the qualified and
non-qualified plans are as follows:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

F-26
<PAGE>

The funded status of the qualified and non-qualified pension plans is as
follows:

The pension plan's assets include corporate and government debt
securities, equity securities, equity real estate and shares of Group
Trusts managed by Alliance.

F-27
<PAGE>

The following table sets forth the postretirement benefits plan's
status, reconciled to amounts recognized in the Company's consolidated
financial statements:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

</TABLE>
<TABLE>
<CAPTION>

12) DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivatives
-----------

F-28
<PAGE>

Fair Value of Financial Instruments
-----------------------------------

F-29
<PAGE>

The following table discloses carrying value and estimated fair value
for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

13) COMMITMENTS AND CONTINGENT LIABILITIES

At December 31, 1995, the Insurance Group had $29.0 million of letters
of credit outstanding.

F-30
<PAGE>

14) LITIGATION

F-31
<PAGE>

F-32
<PAGE>

F-33
<PAGE>

15) LEASES

F-34
<PAGE>

16) OTHER OPERATING COSTS AND EXPENSES

Other operating costs and expenses consisted of the following:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

17) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

At December 31, 1995, the Insurance Group, in accordance with various
government and state regulations, had $18.9 million of securities
deposited with such government or state agencies.

F-35
<PAGE>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

F-36
<PAGE>

18) BUSINESS SEGMENT INFORMATION

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Individual insurance and annuities................. $ 3,254.6 $ 3,110.7 $ 2,981.5
Group pension...................................... 292.0 359.1 426.6
Attributed insurance capital....................... 61.2 79.4 61.6
----------------- ---------------- -----------------
Insurance operations............................. 3,607.8 3,549.2 3,469.7
Investment services................................ 949.1 935.2 2,792.6
Consolidation/elimination.......................... (34.9) (24.7) (40.5)
----------------- ---------------- -----------------
Total.............................................. $ 4,522.0 $ 4,459.7 $ 6,221.8
================= ================ =================

F-37
<PAGE>

19) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The quarterly results of operations for the years ended December 31,
1995, 1994 and 1993, are summarized below:

Net Earnings.................. $ 59.0 $ 94.3 $ 91.2 $ 53.1
================= ================= ================== ==================

1994
----
Total Revenues................ $ 1,107.4 $ 1,075.0 $ 1,153.8 $ 1,123.5
================= ================= ================== ==================

1993
----
Total Revenues................ $ 1,502.2 $ 1,539.7 $ 1,679.4 $ 1,500.5
================= ================= ================== ==================

Net Earnings.................. $ 32.3 $ 47.1 $ 68.8 $ 64.2
================= ================= ================== ==================
</TABLE>

20) INVESTMENT IN DLJ

Summarized balance sheets information for DLJ, reconciled to the
Company's carrying value of DLJ, are as follows:

F-39
<PAGE>

Summarized statements of earnings information for DLJ reconciled to the
Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
------------------------------------
1995 1994
---------------- -----------------
(IN MILLIONS)

21) RELATED PARTY TRANSACTIONS

F-40

<PAGE>

[Financial statements for Equitable and for the Separate Account for the period
ended September 30, 1996 to be filed]

<PAGE>

APPENDIX A
MANAGEMENT

NAME AND PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS WITHIN PAST FIVE YEARS
- ----------------------- -------------------------
DIRECTORS

<S> <C>
Claude Bebear Director of Equitable since July 1991. Chairman of the Board of the Holding Company
AXA S.A. (February 1996-present) and a Director of other affiliates of Equitable. Chairman and Chief
23, Avenue Matignon Executive Officer of AXA since February 1989. Chief Executive Officer of the AXA Group since
75008 Paris, France 1974 and Chairman or Director of numerous subsidiaries and affiliated companies of the AXA Group.

Francoise Colloc'h Director of Equitable since July 1992. Executive Vice President, Culture -- Management --
AXA S.A. Communications, AXA, and various positions with AXA affiliated companies.
23, Avenue Matignon
75008 Paris, France

Norman C. Francis Director of Equitable since March 1989. President, Xavier University of Louisiana.
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA 70125

</TABLE>

A-1
<PAGE>

NAME AND PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS WITHIN PAST FIVE YEARS
- ----------------------- -------------------------

DIRECTORS (continued)

<S> <C>
W. Edwin Jarmain Director of Equitable since July 1992. President of Jarmain Group Inc. since 1979; also an
Jarmain Group Inc. Officer or Director of several affiliated companies. Chairman and Director of FCA
121 King Street West International Ltd.; served as President, CEO and Director from 1992 through 1993. Director of
Suite 2525, Box 36 various AXA affiliated companies. Director of the Holding Company since July 1992.
Toronto, Ontario M5H 3T9,
Canada

George T. Lowy Director of Equitable since July 1992. Partner, Cravath, Swaine & Moore.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019

OFFICERS -- DIRECTORS

James M. Benson Director of Equitable since February 1994. Chief Executive Officer (since February 1996)and
President of Equitable (since February 1994); prior thereto, Chief Operating Officer (February
1994 to February 1996) and Senior Executive Vice President of Equitable (April 1993 to February
1994). Previously, President, Chief Executive Officer and a Director of Equitable Variable Life
Insurance Company ("EVLICO"). Senior Executive Vice President of the Holding Company since
February 1994 and Chief Operating Officer since February 1996; Director of various Equitable
affiliated companies; Director of the Holding Company since February 1994.

William T. McCaffrey Director of Equitable since February 1996. Senior Executive Vice President and Chief Operating
Officer of Equitable (all since February 1996). Prior thereto, Executive Vice President (from
February 1986 to February 1996) and Chief Administrative Officer (from February 1988 to February
1996). Executive Vice President and Chief Administrative Officer (since February 1994) of the
Holding Company. Director of various Equitable affiliated companies, including EVLICO.
</TABLE>

A-2
<PAGE>

NAME AND PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS WITHIN PAST FIVE YEARS
- ----------------------- -------------------------
OFFICERS -- DIRECTORS (continued)

<S> <C>
Joseph J. Melone Chairman of Equitable since February 1994 and a Director of Equitable since November 1990.
Chief Executive Officer of the Holding Company since February 1996 and President of the Holding
Company since May 1992. Previously, Chief Executive Officer of Equitable from February 1994, to
February 1996; prior to February 1994, President, Chief Executive Officer and Director of
Equitable from September 1992 to February 1994 and President, Chief Operating Officer and a
Director since November 1990. Former Chairman, Chief Executive Officer and Director of EVLICO.
Director of various Equitable and AXA affiliated companies.

OTHER OFFICERS

A. Frank Beaz Senior Vice President, Equitable; prior thereto, Vice President, Equitable (until March 1995).
Executive Vice President, EQ Financial Consultants, Inc. ("EQF") (May 1995-present).

Leon B. Billis Senior Vice President, Equitable; prior thereto, Vice President, Equitable (until November 1994);
Vice President, EVLICO (July 1996 to December 1996).

Harvey Blitz Senior Vice President and Deputy Chief Financial Officer, Equitable. Senior Vice President,
Holding Company; Director or Chairman of various Equitable affiliated companies; Director (October
1992 to December 1996) and Vice President, EVLICO (April 1995 to December 1996).

Kevin R. Byrne Vice President and Treasurer, Equitable; Vice President and Treasurer, Holding Company; Treasurer,
EVLICO (until December 1996) and Frontier Trust Company; Director or Officer of other Equitable
affiliated companies.

Jerry M. de St. Paer Executive Vice President, Equitable. Senior Executive Vice President (since May 1996) and Chief
Financial Officer (since May 1992) of the Holding Company. Executive Vice President and Chief
Operating Officer (since September 1994) of Equitable Investment Corporation. Previously held
various officerships with Equitable and its affiliates. Director and Senior Investment Officer,
EVLICO (until December 1996). Director of various Equitable affiliated companies.

Gordon G. Dinsmore Senior Vice President and Corporate Actuary, Equitable. Executive Vice President, Equico. Director
and Senior Vice President, EVLICO (until December 1996); Director of other Equitable
affiliated companies.

Alvin H. Fenichel Senior Vice President and Controller, Equitable. Senior Vice President and Controller, Holding
Company. Vice President and Controller (until December 1996), EVLICO; Vice President,
The Equitable of Colorado, Inc. ("Colorado").

Paul J. Flora Senior Vice President and Auditor, Equitable. Prior thereto, Vice President and Auditor
(February 1994 to March 1996). Vice President and Auditor, Holding Company (September 1994 to
present). Vice President/Auditor, National Westminster Bank (November 1984 to June 1994).

Robert E. Garber Executive Vice President and General Counsel, Equitable; Executive Vice President and General
Counsel, Holding Company. Prior thereto, Senior Vice President and General Counsel of Equitable
and the Holding Company (September 1993 to September 1994) and Senior Vice President and Deputy
General Counsel of Equitable (September 1989 to September 1993).

Donald R. Kaplan Vice President and Acting Chief Compliance Officer, Equitable. Prior thereto, Vice President and
Counsel (until June 1996).

Michael S. Martin Senior Vice President, Equitable. Chairman, EQF; Chairman and Chief Executive Officer, Equi-
Source of New York (January 1992 to October 1994) and Frontier (April 1992 to October 1994);
Vice President, Hudson River Trust ("HRT") (February 1993 to February 1995); Director,
Vice President and Treasurer, Equitable Distributors, Inc. (August 1993 to February 1995),
also Chairman, President, and Chief Executive Officer (December 1993 to February 1995); Director,
Equitable Underwriting and Sales Agency (Bahamas), Ltd. (May 1996 to present) and Colorado
(January 1995 to present).

</TABLE>
A-3

<PAGE>

NAME AND PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS WITHIN PAST FIVE YEARS
- ----------------------- -------------------------
OFFICERS -- DIRECTORS (continued)

<S> <C>
Peter D. Noris Executive Vice President and Chief Investment Officer, Equitable. Executive Vice President
(since May 1995) and Chief Investment Officer (since July 1995), Holding Company. Prior
thereto, Vice President/Manager, Insurance Companies Investment Strategies Group, Solomon
Brothers, Inc. (November 1992 to May 1995). Prior thereto, with Morgan Stanley & Co., Inc.,
from October 1984 to November 1992 as Principal, Fixed Income Insurance Group. Former
Director and Senior Vice President of EVLICO. Director of other Equitable affiliates.

Anthony C. Pasquale Senior Vice President, Equitable. Chairman and President, Equitable Realty Assets
Corporation (July 1995 to present). Director of other Equitable affiliates.

Jose S. Suquet Executive Vice President and Chief Agency Officer, Equitable, since August 1994; prior thereto,
Agency Manager, Equitable (February 1985 to August 1994).

Stanley B. Tulin Senior Executive Vice President and Chief Financial Officer, Equitable; prior thereto, Chairman,
Insurance Consulting and Actuarial Practice, Coopers & Lybrand (until April 1996); Executive Vice
President, Holding Company.

</TABLE>

A-4

<PAGE>

--------------------------------------------------------------------
PROSPECTUS

--------------------------------------------------------------------
Incentive Life Plus

--------------------------------------------------------------------
MAY 1, 1996

EQUITABLE VARIABLE LIFE INSURANCE COMPANY

<PAGE>

INCENTIVE LIFE
PLUS(TM)

Prospectus Dated May 1, 1996

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

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

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

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

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

VM 522

<PAGE>

TABLE OF CONTENTS
PAGE
----
SUMMARY OF INCENTIVE LIFE PLUS FEATURES .............................1
PART 1 -- DETAILED INFORMATION ABOUT EQUITABLE VARIABLE AND
INCENTIVE LIFE PLUS INVESTMENT CHOICES ...........................6
THE COMPANY THAT ISSUES INCENTIVE LIFE PLUS ...............6
Equitable Variable ......................................6
Our Parent, Equitable ...................................6
THE SEPARATE ACCOUNT AND THE TRUST ........................6
The Separate Account ....................................6
The Trust ...............................................6
The Trust's Investment Adviser ..........................6
Investment Policies Of The Trust's Portfolios ...........7
THE GUARANTEED INTEREST ACCOUNT ...........................8
Adding Interest In The Guaranteed Interest Account ......8
Transfers Out Of The Guaranteed Interest Account ........8
PART 2 -- DETAILED INFORMATION ABOUT INCENTIVE LIFE PLUS ............9
FLEXIBLE PREMIUMS .........................................9
Planned Periodic Premiums And Specified Premiums ........9
Premium And Monthly Charge Allocations ..................9
DEATH BENEFITS ...........................................10
Guaranteeing The Death Benefit .........................10
CHANGES IN INSURANCE PROTECTION ..........................10
Changing The Face Amount ...............................10
Changing The Death Benefit Option ......................11
Substitution Of Insured Person .........................11
When Policy Changes Go Into Effect .....................12
MATURITY BENEFIT .........................................12
LIVING BENEFIT OPTION ....................................12
ADDITIONAL BENEFITS MAY BE AVAILABLE .....................12
YOUR POLICY ACCOUNT VALUE ................................12
Amounts In The Separate Account ........................13
How We Determine The Unit Value ........................13
Transfers Of Policy Account Value ......................13
Automatic Transfer Service .............................13
Telephone Transfers ....................................13
Charge For Transfers ...................................14
BORROWING FROM YOUR POLICY ACCOUNT .......................14
How To Request A Loan ..................................14
Policy Loan Interest ...................................14
When Interest Is Due ...................................14
Repaying The Loan ......................................15
The Effects Of A Policy Loan ...........................15
PARTIAL WITHDRAWALS AND SURRENDER ........................15
Partial Withdrawals ....................................15
Surrender For Net Cash Surrender Value .................15
DEDUCTIONS AND CHARGES ...................................15
Deductions From Premiums ...............................15
Deductions From Your Policy Account ....................16
Charges Against The Separate Account ...................17
Trust Charges ..........................................18
Surrender Charges ......................................18
ADDITIONAL INFORMATION ABOUT INCENTIVE LIFE PLUS..........19
Your Policy Can Terminate ..............................19
You May Restore A Policy After It Terminates ...........19
Policy Periods, Anniversaries, Dates And Ages ..........19
TAX EFFECTS ..............................................20
Policy Proceeds ........................................20
Policy Terminations ....................................21
Diversification ........................................21
Policy Changes .........................................21
Tax Changes ............................................21
Estate And Generation Skipping Taxes ...................21
Pension And Profit-Sharing Plans .......................22
Other Employee Benefit Programs ........................22
Our Taxes ..............................................22
When We Withhold Income Taxes ..........................22
PART 3 -- ADDITIONAL INFORMATION ...................................22
YOUR VOTING PRIVILEGES ...................................22
Trust Voting Privileges ................................22
How We Determine Your Voting Shares ....................22
Separate Account Voting Rights .........................23
OUR RIGHT TO CHANGE HOW WE OPERATE .......................23
OUR REPORTS TO POLICYOWNERS ..............................23
LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY ..............23
YOUR PAYMENT OPTIONS .....................................23
YOUR BENEFICIARY .........................................24
ASSIGNING YOUR POLICY ....................................24
WHEN WE PAY POLICY PROCEEDS ..............................24
DIVIDENDS ................................................24
REGULATION ...............................................24
SPECIAL CIRCUMSTANCES ....................................24
DISTRIBUTION .............................................25
LEGAL PROCEEDINGS ........................................25
ACCOUNTING AND ACTUARIAL EXPERTS .........................25
ADDITIONAL INFORMATION ...................................25
MANAGEMENT ...............................................26
PART 4 -- ILLUSTRATIONS OF POLICY BENEFITS .........................28
SEPARATE ACCOUNT FP FINANCIAL STATEMENTS ........................FSA-1
EQUITABLE VARIABLE FINANCIAL STATEMENTS ...........................F-1
APPENDIX A -- COMMUNICATING PERFORMANCE DATA ......................A-1
LONG-TERM MARKET TRENDS .............................A-1

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

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

<PAGE>
WHAT IS VARIABLE LIFE INSURANCE?

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

SUMMARY OF INCENTIVE LIFE PLUS FEATURES

PUTTING MONEY INTO THE POLICY

FLEXIBLE PREMIUMS

POLICY ACCOUNT

o Net premiums are put in your Policy Account and can be allocated to a
Guaranteed Interest Account and to one or more funds of Equitable Variable's
Separate Account FP (each a Fund, and together, the Funds or the Separate
Account). The Funds invest in corresponding portfolios of The Hudson River
Trust (Trust), a mutual fund. See THE SEPARATE ACCOUNT and THE TRUST, both on
page 6.

o There is no minimum guaranteed cash value for amounts allocated to the Funds.
The value of amounts allocated to the Guaranteed Interest Account will depend
on the interest rates declared and guaranteed each year by Equitable Variable
(4% minimum before deductions). See THE GUARANTEED INTEREST ACCOUNT on page
8.

TAKING MONEY OUT OF THE POLICY

INSURANCE PROTECTION FEATURES

DEATH BENEFITS

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

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

o In some cases a higher death benefit may apply in order to meet Federal
income tax law requirements. See DEATH BENEFITS on page 10.

o After the second policy year, you may be able to substitute the insured
person. See SUBSTITUTION OF INSURED PERSON on page 11.

DEATH BENEFIT GUARANTEE

o The death benefit guarantee provision guarantees that, under certain
conditions, the policy will remain in force even if the Net Cash Surrender
Value is insufficient to pay the monthly policy charges. The death benefit
guarantee provision is not available in some states, including New York. In
those states a 3-Year no lapse guarantee provision will apply. See
GUARANTEEING THE DEATH BENEFIT on page 10 for a description of these
provisions and the conditions that apply.

1
<PAGE>

MATURITY BENEFIT

LIVING BENEFIT

ADDITIONAL BENEFITS

DEDUCTIONS AND CHARGES

FROM PREMIUMS (See DEDUCTIONS FROM PREMIUMS on page 15.)

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

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

FROM THE POLICY ACCOUNT (See DEDUCTIONS FROM YOUR POLICY ACCOUNT on page 16.)

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

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

FROM THE SEPARATE ACCOUNT

SURRENDER CHARGES (See SURRENDER CHARGES on page 18.)

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

FROM THE TRUST (See THE TRUST'S INVESTMENT ADVISER on page 6.)

o Trust shares are purchased by the Separate Account at net asset value which
reflects investment management fees and other direct expenses. Investment
management fees are charged at the maximum annual rates of .35% of net assets
for the Equity Index Portfolio, .40% for Common Stock, Money Market and
Balanced Portfolios; .50% for Aggressive Stock and Intermediate Government
Securities Portfolios; .55% for High Yield, Global, Conservative Investors,
Growth Investors, Quality Bond and the Growth & Income Portfolios; and .90%
for the International Portfolio. These charges decrease as portfolio net
assets reach certain levels. See THE TRUST'S INVESTMENT ADVISER on page 6.

VARIATIONS

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

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

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

2
<PAGE>
ADDITIONAL INFORMATION

CANCELLATION RIGHT

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

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

POLICY TERMINATION

TAX EFFECTS

HUDSON RIVER TRUST RATES OF RETURN

The rates of return shown below are based on the actual investment performance
of The Hudson River Trust portfolios, after deduction for investment management
fees and direct operating expenses of the Trust, for periods ending December 31,
1995. The historical performance of the Common Stock and Money Market Portfolios
for periods prior to March 22, 1985 has been adjusted to reflect current
investment management fees of .40% per annum and estimated direct operating
expenses of the Trust of .10% per annum. The Common Stock Portfolio and its
predecessors have been in existence since 1976.

<TABLE>
<CAPTION>
RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1995
-------------------------------------------------------------------------
SINCE
PORTFOLIO YIELDS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION(A)
- --------- ------ ------ ------- ------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
The Fixed Income Series:
Money Market .................................... 5.44% 5.74% 4.24% 4.48% 6.02% -- 7.42%
Intermediate Government Securities .............. 6.28 13.33 6.22 -- -- -- 7.63
Quality Bond .................................... 5.31 17.02 -- -- -- -- 4.54
High Yield ...................................... 10.57 19.92 12.81 14.95 -- -- 10.20
The Equity Series:
Growth & Income ................................. 24.07 -- -- -- -- 9.66
Equity Index .................................... 36.48 -- -- -- -- 19.11
Common Stock .................................... 32.45 17.40 18.16 15.16 14.37% 14.78
Global .......................................... 18.81 18.20 16.49 -- -- 11.36
International(b) ................................ -- -- -- -- -- 11.29
Aggressive Stock ................................ 31.63 13.92 21.75 -- -- 20.02
The Asset Allocation Series:
Conservative Investors .......................... 20.40 8.55 10.15 -- -- 9.65
Balanced ........................................ 19.75 7.34 11.17 -- -- 12.08
Growth Investors ................................ 26.37 12.15 17.13 -- -- 16.05

<FN>
- -------------

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

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

3
<PAGE>
Additional investment performance information appears in the attached Trust
prospectus.

Policy values reflect all charges assessed under the policy and by the Trust
including an assumed charge for taxes of 2%. Where applicable, current charges
have been used to determine policy values; if guaranteed charges were used, the
results would be lower.

4
<PAGE>
ILLUSTRATIONS OF INCENTIVE LIFE PLUS POLICY ACCOUNT AND CASH SURRENDER VALUES
BASED ON HISTORICAL INVESTMENT RESULTS, $300,000 OF INITIAL INSURANCE PROTECTION
AND CURRENT CHARGES

<TABLE>
<CAPTION>
AT THE END OF THE FIRST YEAR AT THE END OF THE FIFTH YEAR
----------------------------------------- -------------------------------------------
TOTAL POLICY CASH TOTAL POLICY CASH
PREMIUM ACCOUNT SURRENDER PREMIUM ACCOUNT SURRENDER
PORTFOLIO PAID VALUE VALUE PAID VALUE VALUE
- ------------ ----------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Money Market.......................... $4,000 $2,783 $ 881 $20,000 $17,828 $15,486
Int. Gov't Securities................. 4,000 2,764 862
QualityBond........................... 4,000 2,221 319
High Yield............................ 4,000 2,524 622 20,000 18,426 16,084
Growth & Income....................... 4,000 2,363 461
Equity Index.......................... 4,000 2,432 530
Common Stock.......................... 4,000 2,667 765 20,000 26,526 24,184
Global................................ 4,000 2,722 820 20,000 18,762 16,420
International.........................
Aggressive Stock...................... 4,000 3,469 1,567 20,000 22,787 20,445
THE ASSET ALLOCATION SERIES:
- --------------------------------------
Conservative Investors................ 4,000 2,585 683 20,000 16,322 13,980
Balanced.............................. 4,000 3,271 1,369 20,000 19,315 16,973
Growth Investors...................... 4,000 2,715 813 20,000 19,185 16,843

</TABLE>

<TABLE>
<CAPTION>
AT THE END OF THE TENTH YEAR DECEMBER 31, 1995
----------------------------------------- -------------------------------------------
TOTAL POLICY CASH TOTAL POLICY CASH
PREMIUM ACCOUNT SURRENDER PREMIUM ACCOUNT SURRENDER
PORTFOLIO PAID VALUE VALUE PAID VALUE VALUE
- ------------ ----------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Money Market.......................... $40,000 $41,583 $39,758 $52,000 $ 59,406 $ 59,041
Int. Gov't Securities................. 16,000 16,825 14,483
QualityBond........................... 4,000 6,083 3,981
High Yield............................ 32,000 43,697 41,507
Growth & Income....................... 4,000 6,649 4,547
Equity Index.......................... 4,000 7,449 5,347
Common Stock.......................... 40,000 68,804 66,979 76,000 338,694 338,694
Global................................ 28,000 41,782 39,592
International......................... 4,000 2,739 837
Aggressive Stock...................... 36,000 82,270 80,445
THE ASSET ALLOCATION SERIES:
- --------------------------------------
Conservative Investors................ 20,000 22,934 20,572
Balanced.............................. 36,000 49,338 47,513
Growth Investors...................... 20,000 27,705 25,343
<FN>
THE DEATH BENEFIT GUARANTEE / THREE YEAR NO LAPSE GUARANTEE PREMIUM FOR THIS
POLICY WOULD BE $3,533.96.

THESE VALUES ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.
</FN>
</TABLE>

5
<PAGE>
PART 1: DETAILED INFORMATION ABOUT EQUITABLE VARIABLE AND
INCENTIVE LIFE PLUS INVESTMENT CHOICES

THE COMPANY THAT ISSUES INCENTIVE LIFE PLUS

EQUITABLE VARIABLE. Equitable Variable was organized in 1972 in New York State
as a stock life insurance company. We are a wholly-owned subsidiary of The
Equitable Life Assurance Society of the United States. We are licensed to do
business in all 50 states, Puerto Rico, the Virgin Islands and the District of
Columbia. At December 31, 1995, we had approximately $132.8 billion face amount
of variable life insurance in force.

OUR PARENT, EQUITABLE. Equitable, a New York stock life insurance company, has
been in business since 1859. Equitable is a wholly-owned subsidiary of The
Equitable Companies Incorporated (the Holding Company). The largest stockholder
of the Holding Company is AXA S.A. (AXA), a French insurance holding company.
AXA beneficially owns 60.6% of the outstanding shares of common stock of the
Holding Company plus convertible preferred stock. Under its investment
arrangements with Equitable and the Holding Company, AXA is able to exercise
significant influence over the operations and capital structure of the Holding
Company and its subsidiaries, including Equitable and Equitable Variable. 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 $195.3 billion of assets as of December
31, 1995. Equitable's assets do not back the benefits that we pay under our
policies. Equitable's home office is 787 Seventh Avenue, New York, New York
10019.

THE SEPARATE ACCOUNT AND THE TRUST

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

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

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

6
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
DAILY AVERAGE NET ASSETS
------------------------------------------
FIRST NEXT
$500 $500 OVER
PORTFOLIO MILLION MILLION $1 BILLION
- --------- ------------ ------------ ------------
<S> <C> <C> <C>
Quality Bond and Growth & Income................................ .550% .525% .500%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
FIRST NEXT OVER
$750 $750 $1.5
PORTFOLIO MILLION MILLION BILLION
- --------- ------------ ------------ ------------
<S> <C> <C> <C>
Equity Index.................................................... .350% .300% .250%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FIRST OVER
$500 NEXT $1.5
PORTFOLIO MILLION $1 BILLION BILLION
- --------- ------------ ------------ ------------
<S> <C> <C> <C>
International................................................... .900% .850% .800%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

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

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

7
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO INVESTMENT POLICY OBJECTIVE
- ----------- -------------------- -----------
<S> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE............ Diversified mix of publicly-traded, fixed-income High total return without, in the adviser's
INVESTORS and equity securities; asset mix and security opinion, undue risk to principal.
selection are primarily based upon factors
expected to reduce risk. The Portfolio is
generally expected to hold approximately 70% of
its assets in fixed income securities and 30% in
equity securities.

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

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

8
<PAGE>
transfer amount is $500 or your total unloaned value in the Guaranteed Interest
Account on the transfer date, whichever is less. Amounts securing a Living
Benefit payment may not be transferred from the Guaranteed Interest Account.

PART 2: DETAILED INFORMATION ABOUT INCENTIVE LIFE PLUS

FLEXIBLE PREMIUMS

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

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

Failure to pay premiums could cause the policy to go into default and ultimately
terminate. See YOUR POLICY CAN TERMINATE on page 19.

9
<PAGE>
DEATH BENEFITS

You may choose between two death benefit options:

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TABLE OF DEATH BENEFITS AS A PERCENTAGE MULTIPLE OF POLICY ACCOUNT VALUES
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INSURED 40 or 45 50 55 60 65 70 75 to 100
PERSON'S AGE under 95
250% 215% 185% 150% 130% 120% 115% 105% 100%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

The death benefit option you select (A or B) can affect the length of time that
the death benefit guarantee provision will last. If you have selected death
benefit Option A, and you never change it to Option B, then the death benefit
guarantee provision will terminate on the Final Policy Date. See MATURITY
BENEFIT on page 12. If ever your policy, at any time, has an Option B death
benefit, the death benefit guarantee provision will terminate on the later of
(1) the policy anniversary nearest the insured person's 80th birthday or (2) the
15th policy anniversary. However, if your death benefit first changes to an
Option B after this time, the death benefit guarantee provision will terminate
immediately. The death benefit option does not have any effect on the length of
the 3-Year no lapse guarantee provision.

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

CHANGES IN INSURANCE PROTECTION

10
<PAGE>

o If you change from OPTION A TO OPTION B, the Face Amount will be decreased by
the amount in your Policy Account on the date of the change. This change will
shorten the length of time the death benefit guarantee provision is
available. See GUARANTEEING THE DEATH BENEFIT on page 10. We may not allow
such a change if it would reduce the Face Amount below the minimum required
to issue this policy at the time of the reduction. We may require evidence of
insurability to make the change.

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

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

11
<PAGE>

MATURITY BENEFIT
If the insured person is still living on the policy anniversary nearest his or
her 100th birthday (Final Policy Date), we will pay you the amount in the Policy
Account net of any policy loan, any lien securing a Living Benefit payment and
accrued interest. The policy will then terminate. You may choose to have this
benefit paid in installments. See TAX EFFECTS on page 20 and YOUR PAYMENT
OPTIONS on page 23.

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

Unlike a death benefit received by a beneficiary after the death of an insured,
receipt of a Living Benefit payment may be taxable as a distribution under the
policy. See TAX EFFECTS on page 20 for a discussion of the tax treatment of
distributions under the policy. Consult your tax adviser. Receipt of a Living
Benefit payment may also affect a policyowner's eligibility for certain
government benefits or entitlements. You should contact your Equitable agent if
you wish to make a claim under the rider.

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

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

The term insurance riders for the insured person allow you to purchase
additional death benefit coverage. Choosing coverage under the term insurance
rider for the insured person in lieu of coverage under the base policy will
reduce total charges and increase Policy Account values on a current charge
basis. The more term insurance coverage you elect, the greater will be the
amount of reduction in charges and increase in Policy Account values on a
current charge basis. Also, term coverage is not subject to a surrender charge.
However, if the higher death benefit becomes applicable (see DEATH BENEFITS on
page 10) or if term rider insurance charges increase in relation to cost of
insurance charges on the base policy, the combination coverage may ultimately
become more costly and have lower Policy Account values than coverage under the
base policy alone. Generally, the greater the proportion of term insurance
coverage you elect, the greater the likelihood that the higher death benefit
will apply. Also, the Living Benefit option discussed above does not apply to
any term insurance coverage. Moreover, in New York, there are age restrictions
on the final renewal period for term riders. If you later terminate your term
rider coverage and also increase the Face Amount under the base policy, a new
Surrender Charge period will commence. The amount of the death benefit guarantee
premium will be affected by the term rider coverage. Your agent can provide
further information and policy illustrations showing how the term riders can
affect your policy values under different assumptions.

YOUR POLICY ACCOUNT VALUE
The amount in your Policy Account is the sum of the amounts you have in the
Guaranteed Interest Account and in the Funds. Your Policy Account also reflects
various charges. See DEDUCTIONS AND CHARGES on page 15.

12
<PAGE>
AMOUNTS IN THE SEPARATE ACCOUNT. Amounts allocated, transferred or added to a
Fund are used to purchase units of that Fund. Units are redeemed from a Fund
when amounts are withdrawn, transferred or deducted for charges or capitalized
loan interest. The number of units purchased or redeemed in a Fund is calculated
by dividing the dollar amount of the transaction by the Fund's unit value
calculated after the close of business that day. On any given day, the value you
have in a Fund is the unit value for that Fund times the number of units
credited to you in that Fund.

A net investment factor is determined for each Fund of the Separate Account
every business day as follows: first, we take the net asset value of a share in
the corresponding Trust portfolio at the close of business that day, as reported
by the Trust, and we add the per share amount of any dividends or capital gains
distributions paid by the Trust on that day. We divide this amount by the per
share net asset value on the preceding business day. Then, we subtract a daily
asset charge for each calendar day between business days (for example, a Monday
calculation may include charges for Saturday, Sunday and Monday). The daily
charge is currently at an annual rate of .60% and is guaranteed not to exceed an
annual rate of .90%. See CHARGES AGAINST THE SEPARATE ACCOUNT on page 17. For a
period of time, this charge will be deducted differently for policies issued in
New York. See DEDUCTIONS FROM YOUR POLICY ACCOUNT -- Mortality & Expense Risk
Charge For New York Policyowners on page 17. Finally, we reserve the right to
subtract any daily charge for taxes or amounts set aside as a reserve for taxes.
For current Incentive Life Plus unit values, call (212) 714-5015.

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

Telephone transfers may be requested on each day we are open to transact
business. You will receive the Fund's unit values as of the close of business on
the day you call. We do not accept telephone transfer requests after 4:00 p.m.
Eastern Time. Only one telephone transfer request is permitted per day and it
may not be revoked at any time. The telephone transfer requests are
automatically recorded and are invalid if incomplete information is given,
portions of the request are inaudible, no authorization form is on file, or the
request does not comply with the transfer limitations described above.

13
<PAGE>

BORROWING FROM YOUR POLICY ACCOUNT

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

Under our current rules, the rate we credit on loaned amounts for the first
fifteen policy years is 1% less than the rate we charge for policy loan
interest, and, except for policies issued in New York, the rate difference drops
from 1% to 1/4 of 1% beginning in the sixteenth policy year. For policies issued
in New York, beginning in the twenty-first policy year, the current rate we
credit on loaned amounts is 1/2 of 1% less than the rate we charge for loan
interest, and this spread decreases to zero beginning in the thirty-first policy
year. However, policies issued in New York on or about July 1, 1996, and after,
will have the same loan spread as policies issued in other states (as described
above). If your policy will be issued in New York, ask your agent which loan
spread will apply to your policy. Because Incentive Life Plus was offered for
the first time in 1995, no reduction in the rate difference has yet been
attained. These rate differentials are those currently in effect and are not
guaranteed. Interest credited on loaned amounts will never be less than 4%.

Interest is credited on any loaned amount in the Guaranteed Interest Account on
each policy anniversary and any time you repay a policy loan in full. Credited
interest on the loaned amount is allocated to the Separate Account funds and to
the unloaned portion of the Guaranteed Interest Account in accordance with your
premium allocation percentages.

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

14
<PAGE>

PARTIAL WITHDRAWALS AND SURRENDER

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

o be at least $500,

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

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

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

DEDUCTIONS AND CHARGES

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

Charge for Taxes. We deduct a charge designed to approximate certain taxes and
additional charges imposed upon us by states and other jurisdictions. The amount
of this charge is expressed as a percentage of each premium payment and
generally varies depending on the jurisdiction in which the insured person
resides. Such charges currently range from .75% to 5% (Virgin Islands).

15
<PAGE>

Premium Sales Charge. A percentage of each premium will be deducted to
compensate us in part for sales and promotional expenses in connection with
selling Incentive Life Plus, such as commissions, the cost of preparing sales
literature, other promotional activities and other direct and indirect expenses.
We pay these expenses from our own resources, including the Premium Sales
Charge, any Premium Surrender Charge we might collect and any profit we may earn
on the charges deducted under the policy. See SURRENDER CHARGES on page 18. The
Premium Sales Charge percentage depends upon the Face Amount of the Policy as
follows:

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

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

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

30+ $30 in years 1 & 2 $55 in year 1 $25 in year 1
$8 in years 3 and later* $6 in year 2 and later* $6 in year 2 and later*
<FN>
*GUARANTEED NEVER TO BE MORE THAN $10.
</FN>
</TABLE>

16
<PAGE>

Beginning in the tenth policy year, current monthly cost of insurance charges
are reduced by an amount equal to a percentage of your unloaned Policy Account
value on the date such charges are assessed. This means that the larger your
unloaned Policy Account value, the greater your potential reduction in current
cost of insurance charges. This percentage begins at an annual rate of .05%,
grading up to an annual rate of .50% in policy years 26 and later. Effective on
or about July 1, 1996, we intend to increase this cost of insurance charge
reduction to grade up to .65% in policy years 25 and later. This cost of
insurance charge reduction applies on a current basis and is not guaranteed. We
may in the future increase, decrease, change the duration of, or eliminate the
amount of the current cost of insurance charge reduction without advance notice
to you. Because Incentive Life Plus was offered for the first time in 1995, no
reduction of cost of insurance charges in the tenth policy year has yet been
attained.

Transaction Charges. In addition to the monthly deductions from your Policy
Account described above, we charge fees for certain policy transactions: see
PARTIAL WITHDRAWALS on page 15, CHANGING THE FACE AMOUNT on page 10,
SUBSTITUTION OF INSURED PERSON on page 11, LIVING BENEFIT OPTION on page 12 and
TRANSFERS OF POLICY ACCOUNT VALUE on page 13. Also, if, after your policy is
issued, you request more than one illustration in a policy year, we may charge a
fee. See ILLUSTRATIONS OF POLICY BENEFITS on page 28.

Mortality And Expense Risk Charge For New York Policyowners. We make a monthly
charge for certain mortality and expense risks that we assume. For policies
issued in New York, this charge will be made at an annual current rate of .60%
of the unloaned Policy Account value on the date this charge is assessed. The
guaranteed rate is .90%. However, policies issued in New York on or about July
1, 1996, and after, will have this charge deducted against the assets of our
Separate Account. See CHARGES AGAINST THE SEPARATE ACCOUNT below. If your policy
will be issued in New York, ask your agent which method of deducting this charge
will apply to your policy.

CHARGES AGAINST THE SEPARATE ACCOUNT. These charges are reflected in the unit
values for the Funds of the Separate Account. See HOW WE DETERMINE THE UNIT
VALUE on page 13.

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

17
<PAGE>

TRUST CHARGES. The Funds purchase shares of the Trust at net asset value. That
price reflects investment management fees and other direct expenses that have
already been deducted from the assets of the Trust. The Trust does not impose a
sales charge. See THE TRUST'S INVESTMENT ADVISER on page 6.

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

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

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

18
<PAGE>

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

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

ADDITIONAL INFORMATION ABOUT INCENTIVE LIFE PLUS

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

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

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

The investment start date is the date that your initial net premium begins to
vary with the investment performance of the Funds or accrue interest in the
Guaranteed Interest Account. Generally, the investment start date will be the
same as the Register Date if the full initial premium is received at our
Administrative Office before the Register Date. Otherwise, the investment start
date will be the date the full initial premium is received at our Administrative
Office. Thus, to the extent that your first premium is received before the
Register Date, there will be a period during which the initial premium will not
be experiencing investment performance. The investment start date for policies
with early Register Dates will be the date the premium is received at our
Administrative Office. Any subsequent premium payment received after the
investment start date will begin to experience investment performance as of the
date such payment is received at our Administrative Office. Remember, the

19
<PAGE>

amount of your initial net premium allocated to the Funds may be temporarily
allocated to the Money Market Fund prior to allocation in accordance with your
instructions. See FLEXIBLE PREMIUMS on page 9.

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

TAX EFFECTS

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

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

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

20
<PAGE>
IF YOUR POLICY IS A MODIFIED ENDOWMENT, any distribution from your policy will
be taxed on an "income-first" basis. Distributions for this purpose include a
loan (including any increase in the loan amount to pay interest on an existing
loan or an assignment or a pledge to secure a loan) or partial withdrawal. Any
such distributions will be considered taxable income to you to the extent your
Policy Account value exceeds your Basis in the policy. For modified endowments,
your Basis would be increased by the amount of any prior loan under your policy
that was considered taxable income to you. For purposes of determining the
taxable portion of any distribution, all modified endowments issued by the same
insurer or an affiliate to the same policyowner (excluding certain qualified
plans) during any calendar year are to be aggregated. The Secretary of the
Treasury has authority to prescribe additional rules to prevent avoidance of
"income-first" taxation on distributions from modified endowments.

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

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

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

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

21
<PAGE>

"transfers" which would be subject to the gift and estate tax rules. Individuals
are generally allowed an aggregate generation skipping tax exemption of $1
million. Because these rules are complex, you should consult with your tax
adviser for specific information, especially where benefits are passing to
younger generations.

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

PART 3: ADDITIONAL INFORMATION

YOUR VOTING PRIVILEGES

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

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

22
<PAGE>

OUR RIGHT TO CHANGE HOW WE OPERATE

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

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

OUR REPORTS TO POLICYOWNERS

LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY

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

YOUR PAYMENT OPTIONS

23
<PAGE>
You will make a choice of payment option (or any later changes) and your choice
will take effect in the same way as it would if you were changing a beneficiary.
(See YOUR BENEFICIARY below.) If you do not arrange for a specific form of
payment before the insured person dies, the beneficiary will be paid through the
Equitable Access Account(TM). See WHEN WE PAY POLICY PROCEEDS below. The
beneficiary will then have a choice of payment options. However, if you do make
an arrangement with us for how the money will be paid, the beneficiary cannot
change the choice after the insured person dies. Different payment options may
result in different tax consequences.

YOUR BENEFICIARY

ASSIGNING YOUR POLICY

WHEN WE PAY POLICY PROCEEDS

DIVIDENDS

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

REGULATION

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

SPECIAL CIRCUMSTANCES

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

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

24
<PAGE>

and Servicing Agreement. Equico's principal business address is 1755 Broadway,
New York, NY 10019. Equico is registered with the SEC as a broker-dealer under
the Securities Exchange Act of 1934 (the Exchange Act) and is a member of the
National Association of Securities Dealers, Inc. Equico is paid a fee for its
services as distributor of our policies. In 1994 and 1995, Equitable and
Equitable Variable paid Equico a fee of $216,920 and $325,380, respectively, for
its services under the Distribution and Servicing Agreement. Effective on or
about May 1, 1996 Equico will change its name to EQ Financial Consultants, Inc.

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

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

Equitable performs certain sales and administrative duties for us pursuant to a
written agreement which is automatically renewed each year, unless either party
terminates. Under this agreement, we pay Equitable for salary costs and other
services and an amount for indirect costs incurred through our use of Equitable
personnel and facilities. We also reimburse Equitable for sales expenses related
to business other than variable life insurance policies. The amounts paid and
accrued to Equitable by us under the sales and services agreements totalled
approximately $377.2 million in 1995, $380.5 million in 1994 and $355.7 million
in 1993.

LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

ACCOUNTING AND ACTUARIAL EXPERTS

The financial statements of Separate Account FP and Equitable Variable included
in this prospectus have been audited for the years ended December 31, 1995, 1994
and 1993 by the accounting firm of Price Waterhouse LLP, our independent
auditors, as stated in their report. The financial statements of Separate
Account FP and Equitable Variable for the years ended December 31, 1995, 1994
and 1993 included in this prospectus have been so included in reliance on the
reports of Price Waterhouse LLP, independent accountants, given on the authority
of such firm as experts in accounting and auditing.

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

ADDITIONAL INFORMATION

25
<PAGE>
MANAGEMENT

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

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

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

Laurent Clamagirand.................. Director of Equitable Variable since February 1995; Vice President, Financial Reporting,
Equitable, since March 1996; prior thereto, Director from November 1994 to March 1996; prior
thereto, International Controller, AXA, January 1990 to October 1994; Director, Equitable of
Colorado, since March 1995.

William T. McCaffrey................. Director of Equitable Variable since February 1987; Senior Executive Vice President and
Chief Operating Officer, Equitable Life, since February 1996; prior thereto, Executive Vice
President, since February 1986 and Chief Administrative Officer since February 1988;
Director, Equitable Life, since February 1996 and Equitable Foundation since September 1986.

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

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

OFFICERS -- DIRECTORS

James M. Benson...................... President and Chief Executive Officer, Equitable Variable since March 1996; prior thereto,
President from December 1993 to March 1996; Vice Chairman of the Board, Equitable Variable,
July 1993 to December 1993. President & Chief Executive Officer, Equitable Life, since
February 1996; 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; National Mutual Association of Australasia, September 1995 to present and
AXA Re Life Insurance Co., January 1995 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, and Chairman of the Board Frontier Trust since September
1995 and Director of Equitable Distributors, Inc. since February 1995.

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. Senior Executive Vice President & Chief Financial Officer,
Equitable Life, since February 1996; prior thereto, Executive Vice President & Chief
Financial Officer, Equitable, since April 1992; Executive Vice President since December
1990; Senior Vice President & Treasurer June 1990 to December 1990; Senior Vice President,
Equitable Investment Corporation, January 1987 to January 1991; Executive Vice President &
Chief Financial Officer, The Equitable Companies Incorporated, since May 1992; Director,
Economic Services Corporation & various Equitable subsidiaries.
</TABLE>

26
<PAGE>

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

Joseph J. Melone..................... Chairman of the Board, Equitable Variable since March 1996; Chairman of the Board and Chief
Executive Officer, Equitable Variable, November 1990 to March 1996; Chairman of the Board,
Equitable Life, since February 1996; prior thereto, Chairman of the Board and Chief
Executive Officer, Equitable, February 1994 to February 1996; President and Chief Executive
Officer, September 1992 to February 1994; President and Chief Operating Officer from
November 1990 to September 1992. President & Chief Executive Officer of The Equitable
Companies Incorporated since February 1996; prior thereto, President and Chief Operating
Officer 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.

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

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

Dennis D. Witte...................... Senior Vice President, Equitable Variable, since February 1991; Senior Vice President,
Equitable, since July 1990; prior thereto, various other Equitable positions. Director,
Equitable Distributors, Inc. since February 1995.

OFFICERS

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

Stephen Hogan........................ Vice President and Controller, Equitable Variable, February 1994 to present. Vice President,
135 West 50th Street Equitable, January 1994 to present; prior thereto, Controller, John Hancock subsidiaries,
New York, New York 10020 from 1987 to December 1993.

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. Director, Equitable of Colorado since December 1985.

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

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

27
<PAGE>
PART 4: ILLUSTRATIONS OF POLICY BENEFITS

28
<PAGE>

<TABLE>
<CAPTION>
INCENTIVE LIFE PLUS
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $4,000 INITIAL FACE AMOUNT $300,000
MALE AGE 40
PREFERRED RISK NON-TOBACCO USER DEATH BENEFIT OPTION A
ASSUMING CURRENT CHARGES

DEATH BENEFIT POLICY ACCOUNT CASH SURRENDER VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ACCUMULATED -------------------------------- -------------------------------- --------------------------------
YEAR PREMIUMS(1) 0% 6% 12% 0% 6% 12% 0% 6% 12%
- -------- ----------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,200 $300,000 $300,000 $300,000 $ 2,376 $ 2,556 $ 2,737 $ 474 $ 654 $ 835
2 8,610 300,000 300,000 300,000 5,265 5,793 6,344 3,163 3,691 4,242
3 13,241 300,000 300,000 300,000 8,079 9,142 10,294 5,777 6,840 7,992
4 18,103 300,000 300,000 300,000 10,807 12,598 14,615 8,485 10,276 12,293
5 23,208 300,000 300,000 300,000 13,454 16,172 19,353 11,112 13,830 17,011

6 28,568 300,000 300,000 300,000 16,011 19,858 24,544 13,649 17,496 22,182
7 34,196 300,000 300,000 300,000 18,474 23,659 30,235 16,104 21,290 27,866
8 40,106 300,000 300,000 300,000 20,843 27,581 36,483 18,653 25,391 34,293
9 46,312 300,000 300,000 300,000 23,139 31,653 43,375 20,949 29,463 41,185
10 52,827 300,000 300,000 300,000 25,501 36,033 51,149 23,676 34,208 49,324

15 90,630 300,000 300,000 300,000 36,234 60,836 104,559 36,234 60,836 104,559

20 138,877 300,000 300,000 300,000 44,801 91,397 195,136 44,801 91,397 195,136

25 (age 65) 200,454 300,000 300,000 432,451 51,450 131,371 354,468 51,450 131,371 354,468
</TABLE>

INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON CASH SURRENDER VALUES ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ---------------------------- ---------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- -------- -------- ------- ------- --------- --------- ---------
1 -88.15% -83.65% -79.12% 7,400.00% 7,400.00% 7,400.00%
2 -47.98 -41.71 -35.53 717.47 717.47 717.47
3 -32.34 -25.58 -18.99 283.61 283.61 283.61
4 -23.82 -16.95 -10.27 162.42 162.42 162.42
5 -18.98 -12.05 -5.35 109.30 109.30 109.30

6 -15.95 -8.97 -2.25 80.35 80.35 80.35
7 -13.87 -6.85 -0.12 62.43 62.43 62.43
8 -12.16 -6.85 1.54 50.35 50.35 50.35
9 -11.08 -4.04 2.68 41.74 41.74 41.74
10 -9.81 -2.87 3.78 35.51 35.31 35.31

15 -6.62 0.17 6.67 18.45 18.45 18.45

20 -5.92 1.25 7.89 11.41 11.41 11.41

25 (age 65) -5.60 2.04 8.74 7.67 7.67 10.00

(1) Assumes net interest of 5% compounded annually.

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

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

29
<PAGE>

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

DEATH BENEFIT POLICY ACCOUNT CASH SURRENDER VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ACCUMULATED -------------------------------- -------------------------------- --------------------------------
YEAR PREMIUMS(1) 0% 6% 12% 0% 6% 12% 0% 6% 12%
- -------- ----------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,200 $300,000 $300,000 $300,000 $ 2,340 $ 2,519 $ 2,699 $ 438 $ 617 $ 797
2 8,610 300,000 300,000 300,000 5,136 5,656 6,199 3,034 3,554 4,097
3 13,241 300,000 300,000 300,000 7,846 8,888 10,017 5,544 6,586 7,715
4 18,103 300,000 300,000 300,000 10,464 12,211 14,179 8,142 9,889 11,857
5 23,208 300,000 300,000 300,000 12,991 15,631 18,724 10,649 13,289 16,382

6 28,568 300,000 300,000 300,000 15,419 19,143 23,683 13,057 16,781 21,321
7 34,196 300,000 300,000 300,000 17,744 22,748 29,097 15,374 20,378 26,727
8 40,106 300,000 300,000 300,000 19,963 26,446 35,013 17,773 24,256 32,824
9 46,312 300,000 300,000 300,000 22,074 30,238 41,484 19,884 28,048 39,294
10 52,827 300,000 300,000 300,000 24,067 34,120 48,563 22,242 32,295 46,738

15 90,630 300,000 300,000 300,000 31,891 54,693 95,448 31,891 54,693 95,448

20 138,877 300,000 300,000 300,000 34,637 76,267 170,592 34,637 76,267 170,592

25 (age 65) 200,454 300,000 300,000 360,893 29,267 97,092 295,814 29,267 97,092 295,814
</TABLE>

INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON CASH SURRENDER VALUES ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ---------------------------- ---------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- -------- -------- ------- ------- --------- --------- ---------
1 -89.04% -84.57% -80.09% 7,400.00% 7,400.00% 7,400.00%
2 -49.57 -43.30 -37.12 717.47 717.47 717.47
3 -33.92 -27.13 -20.52 283.61 283.61 283.61
4 -25.26 -18.35 -11.63 162.42 162.42 162.42
5 -20.32 -13.33 -6.58 109.30 109.30 109.30

6 -17.19 -10.15 -3.37 80.35 80.35 80.35
7 -15.04 -7.95 -1.16 62.43 62.43 62.43
8 -13.27 -6.20 0.56 50.35 50.35 50.35
9 -12.18 -5.04 1.75 41.74 41.74 41.74
10 -11.03 -3.93 2.81 35.31 35.31 35.31

15 -8.41 -1.17 5.61 18.45 18.45 18.45

20 -8.89 -0.46 6.76 11.41 11.41 11.41

25 (age 65) -11.53 -0.23 7.58 7.67 7.67 8.85

(1) Assumes net interest of 5% compounded annually.

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

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

30
<PAGE>

DEATH BENEFIT POLICY ACCOUNT CASH SURRENDER VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ACCUMULATED -------------------------------- -------------------------------- --------------------------------
YEAR PREMIUMS(1) 0% 6% 12% 0% 6% 12% 0% 6% 12%
- -------- ----------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,200 $302,369 $302,549 $302,729 $ 2,369 $ 2,549 $ 2,729 $ 467 $ 647 $ 827
2 8,610 305,245 305,771 306,319 5,245 5,771 6,319 3,143 3,669 4,217
3 13,241 308,037 309,094 310,239 8,037 9,094 10,239 5,735 6,792 7,937
4 18,103 310,735 312,512 314,513 10,735 12,512 14,513 8,413 10,190 12,191
5 23,208 313,342 316,033 319,182 13,342 16,033 19,182 11,000 13,691 16,840

6 28,568 315,847 319,647 324,275 15,847 19,647 24,275 13,485 17,285 21,913
7 34,196 318,247 323,355 329,831 18,247 23,355 29,831 15,877 20,985 27,461
8 40,106 320,538 327,157 335,896 20,538 27,157 35,896 18,348 24,967 33,706
9 46,312 322,742 331,079 342,549 22,742 31,079 42,549 20,552 28,889 40,359
10 52,827 324,997 335,275 350,015 24,997 35,275 50,015 23,173 33,450 48,190

15 90,630 334,955 358,486 400,222 34,955 58,486 100,222 34,955 58,486 100,222

20 138,877 342,216 385,551 481,685 42,216 85,551 181,685 42,216 85,551 181,685

25 (age 65) 200,454 346,815 418,342 619,058 46,815 118,342 319,058 46,815 118,342 319,058
</TABLE>

INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON CASH SURRENDER VALUES ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ---------------------------- ---------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- -------- -------- ------- ------- --------- --------- ---------
1 -88.32% -83.82% -79.31% 7,549.23% 7,463.73% 7,468.24%
2 -48.23 -41.96 -35.80 724.99 725.74 726.53
3 -32.62 -25.87 -19.29 287.38 287.87 288.40
4 -24.12 -17.25 -10.58 165.08 165.52 166.01
5 -19.30 -12.38 -5.68 111.47 111.90 112.40

6 -16.28 -9.31 -2.59 82.24 82.68 83.21
7 -14.23 -7.22 -0.49 64.13 64.59 65.17
8 -12.54 -5.55 1.15 51.93 52.42 53.05
9 -11.48 -4.44 2.28 43.22 43.73 44.43
10 -10.23 -3.28 3.36 36.72 37.27 38.03

15 -7.12 -0.32 6.18 19.65 20.39 21.59

20 -6.58 0.63 7.29 12.47 13.42 15.17

25 (age 65) -6.50 1.27 8.07 8.60 9.79 12.22

(1) Assumes net interest of 5% compounded annually.

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

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

31
<PAGE>

<TABLE>
<CAPTION>
INCENTIVE LIFE PLUS
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLANNED PREMIUM $4,000 INITIAL FACE AMOUNT $300,000

MALE AGE 40
PREFERRED RISK NON-TOBACCO USER DEATH BENEFIT OPTION B
ASSUMING GUARANTEED CHARGES

DEATH BENEFIT POLICY ACCOUNT CASH SURRENDER VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ACCUMULATED -------------------------------- -------------------------------- --------------------------------
YEAR PREMIUMS(1) 0% 6% 12% 0% 6% 12% 0% 6% 12%
- -------- ----------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,200 $302,333 $302,512 $302,691 $ 2,333 $ 2,512 $ 2,691 $ 432 $ 610 $ 789
2 8,610 305,115 305,633 306,174 5,115 5,633 6,174 3,013 3,531 4,072
3 13,241 307,804 308,839 309,961 7,804 8,839 9,961 5,502 6,537 7,659
4 18,103 310,390 312,124 314,076 10,390 12,124 14,076 8,068 9,802 11,754
5 23,208 312,877 315,490 318,551 12,877 15,490 18,551 10,535 13,148 16,209

6 28,568 315,254 318,931 323,411 15,254 18,931 23,411 12,892 16,569 21,049
7 34,196 317,515 322,442 328,690 17,515 22,442 28,690 15,145 20,072 26,320
8 40,106 319,658 326,021 334,426 19,658 26,021 34,426 17,468 23,831 32,236
9 46,312 321,677 329,664 340,659 21,677 29,664 40,659 19,487 27,474 38,469
10 52,827 323,563 333,363 347,428 23,563 33,363 47,428 21,783 31,538 45,603

15 90,630 330,545 352,216 390,873 30,545 52,216 90,873 30,545 52,216 90,873

20 138,877 331,720 369,572 455,066 31,720 69,572 155,066 31,720 69,572 155,066

25 (age 65) 200,454 323,921 380,973 548,579 23,921 80,973 248,579 23,921 80,973 248,579
</TABLE>

INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON CASH SURRENDER VALUES ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
POLICY ---------------------------- ---------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- -------- -------- ------- ------- --------- --------- ---------
1 -89.21% -84.76% -80.28% 7,458.34% 7,462.79% 7,467.27%
2 -49.83 -43.56 -37.40 724.81 725.55 726.32
3 -34.21 -27.44 -20.83 287.27 287.75 288.27
4 -25.58 -18.67 -11.96 165.00 165.42 165.90
5 -20.65 -13.67 -6.93 111.40 111.81 112.30

6 -17.54 -10.50 -3.74 82.17 82.60 83.11
7 -15.42 -8.33 -1.55 64.06 64.51 65.07
8 -13.67 -6.59 0.16 51.87 52.34 52.94
9 -12.60 -5.46 1.32 43.15 43.65 44.31
10 -11.47 -4.37 2.37 36.64 37.17 37.90

15 -9.03 -1.76 5.03 19.51 20.20 21.33

20 -9.96 -1.35 5.95 12.22 13.08 14.73

25 (age 65) -14.05 -1.67 6.44 8.16 9.20 11.48

(1) Assumes net interest of 5% compounded annually.

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

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

32
<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

PRICE WATERHOUSE LLP
New York, NY
February 7, 1996

FSA-1
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
<TABLE>
<CAPTION>

</TABLE>
See Notes to Financial Statements.

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

FSA-2
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS

INTERMEDIATE GOVERNMENT
MONEY MARKET DIVISION SECURITIES DIVISION
------------------------------------ --------------------------------------

YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------------ --------------------------------------

QUALITY BOND DIVISION
-------------------------------------------

OCTOBER 1*
TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
--------------------------- ------------

See Notes to Financial Statements.

<FN>
* Commencement of Operations
</FN>
</TABLE>

FSA-3
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONTINUED)

HIGH YIELD DIVISION
----------------------------------------

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

<FN>
* Commencement of Operations
</FN>
</TABLE>

FSA-4
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONTINUED)

COMMON STOCK DIVISION GLOBAL STOCK DIVISION
-------------------------------------------- -----------------------------------------

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>

FSA-5
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONCLUDED)

</TABLE>
See Notes to Financial Statements.

FSA-6
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
INTERMEDIATE GOVERNMENT
MONEY MARKET DIVISION SECURITIES DIVISION
------------------------------------------ -------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

INCREASE (DECREASE) IN NET ASSETS:

See Notes to Financial Statements.
<FN>

*Commencement of Operations
</FN>
</TABLE>

FSA-7
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
HIGH YIELD DIVISION
------------------------------------------

YEAR ENDED DECEMBER 31,
------------------------------------------
1995 1994 1993
----------- ------------ -----------

<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>

FSA-8
<PAGE>
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
COMMON STOCK DIVISION GLOBAL STOCK DIVISION
-------------------------------------------- ------------------------------------------

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>
FSA-9
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)

<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

FSA-10
<PAGE>
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

1. General

2. Significant Accounting Policies

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. Asset Charges

FSA-11
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1995

Under Incentive Life, Incentive Life Plus 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. Amounts Retained by Equitable Variable Life in Separate Account FP

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

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

5. Distribution and Servicing Agreements

6. Share Substitution

FSA-12
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

7. Investment Returns

- -------------------------------
* Sales of Incentive Life 2000 and Champion 2000 commenced on March 2, 1992.
Sales of Incentive Life Plus Second Series commenced on September 15, 1995.

(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)

DECEMBER 31, 1995

APRIL 3(A)
TO
DECEMBER 31,
INTERNATIONAL DIVISION 1995
- ---------------------- ----------
Gross return.............. 11.29 %
Net return................ 10.79 %

- ----------
(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>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

GLOBAL DIVISION
- ---------------
Gross return.............. 18.81 % 5.23 % 32.09 % 4.87 %
Net return................ 17.75 % 4.29 % 30.93 % 4.52 %

APRIL 3(A) TO
DECEMBER 31,
----------------
INTERNATIONAL DIVISION 1995
- ---------------------- ----
Gross return.............. 11.29 %
Net return................ 10.55 %

BALANCED DIVISION 1995 1994 1993 1992
- ----------------- ---- ---- ---- ----
Gross return.............. 19.75 % (8.02)% 12.28 % 5.37 %
Net return................ 18.68 % (8.84)% 11.30 % 5.02 %

- ----------
(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-15
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31,1995

RATES OF RETURN:
INCENTIVE LIFE PLUS ORIGINAL SERIES(B)*
- ---------------------------------------

YEAR ENDED DECEMBER 31,
-------------------------
1995
----
Money Market Division........ 5.69%

Intermediate Government
Securities Division.......... 13.31%

Quality Bond Division........ 17.13%

High Yield Division.......... 19.95%

Growth & Income Division..... 24.38%

Equity Index Division........ 36.53%

Common Stock Division........ 33.07%

Global Division.............. 19.38%

APRIL 30 TO DECEMBER 31,
------------------------
1995
----
International Division....... 11.29%

YEAR ENDED DECEMBER 31,
------------------------
1995
----
Aggressive Stock Division.... 33.00%

ASSET ALLOCATION SERIES

YEAR ENDED DECEMBER 31,
------------------------
1995
----
Conservative Investors Division... 20.59%

Balanced Division................ 20.32%

Growth Investors Division......... 26.92%

- --------------------
*Sales of Incentive Life Plus Original Series commenced on January 6, 1995.

FSA-16
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31,1995

EQUITY INDEX DIVISION 1995 1994
- --------------------- ---- ----
Gross return.............. 36.48 % (2.54)%
Net return................ 34.06 % (2.69)%

APRIL 3(A) TO
DECEMBER 31,
-------------
INTERNATIONAL DIVISION 1995
- ---------------------- ----
Gross return.............. 11.29 %
Net return................ 9.82 %

FSA-17
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

FSA-18

<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
----------------- ----------------
ASSETS (IN MILLIONS)
<S> <C> <C>
Investments:
Fixed maturities:
Available for sale, at estimated fair value........................................ $ 4,366.3 $ 2,138.8
Held to maturity, at amortized cost................................................ -- 2,008.5
Policy loans......................................................................... 1,300.1 1,185.2
Mortgage loans on real estate........................................................ 771.5 888.5
Equity real estate................................................................... 525.4 641.0
Other equity investments............................................................. 200.5 239.1
Other invested assets................................................................ 120.9 107.8
----------------- ----------------
Total investments.................................................................. 7,284.7 7,208.9
Cash and cash equivalents............................................................... 277.6 182.3
Deferred policy acquisition costs....................................................... 2,037.8 2,077.1
Other assets............................................................................ 250.6 240.7
Separate Accounts assets................................................................ 4,611.6 3,345.3
----------------- ----------------
TOTAL ASSETS............................................................................ $ 14,462.3 $ 13,054.3
================= ================

LIABILITIES
Policyholders' account balances......................................................... $ 7,045.9 $ 7,340.0
Future policy benefits and other policyholders' liabilities............................. 570.8 509.4
Other liabilities....................................................................... 521.4 441.1
Separate Accounts liabilities........................................................... 4,586.5 3,314.9
----------------- ----------------
Total liabilities.................................................................. 12,724.6 11,605.4
----------------- ----------------
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.......................................................... 1,480.7 1,355.7
Retained earnings....................................................................... 221.6 165.5
Net unrealized investment gains (losses)................................................ 44.6 (72.6)
Minimum pension liability............................................................... (10.7) (1.2)
----------------- ----------------
Total shareholder's equity......................................................... 1,737.7 1,448.9
----------------- ----------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.............................................. $ 14,462.3 $ 13,054.3
================= ================
<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, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
REVENUES
<S> <C> <C> <C>
Universal life and investment-type product policy fee income...... $ 584.5 $ 552.6 $ 485.2
Premiums.......................................................... 33.7 40.1 46.9
Net investment income............................................. 529.1 526.8 557.6
Investment (losses) gains, net.................................... (.5) (4.6) 1.5
Other income...................................................... 2.1 2.9 3.0
----------------- ---------------- -----------------
Total revenues.................................................. 1,148.9 1,117.8 1,094.2
----------------- ---------------- -----------------

Federal income tax expense........................................... 29.7 25.0 20.5
----------------- ---------------- -----------------
Earnings before cumulative effect of accounting change............... 56.1 47.4 26.8

Cumulative effect of accounting change, net of Federal income taxes. -- (11.4) --
----------------- ---------------- -----------------
Net Earnings......................................................... $ 56.1 $ 36.0 $ 26.8
================= ================ =================
<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, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
1995 1994 1993
----------------- ---------------- -----------------
(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, beginning of year.................... 1,355.7 1,305.7 1,055.7
Additional capital in excess of par value............................ 125.0 50.0 250.0
----------------- ---------------- -----------------
Capital in excess of par value, end of year.......................... 1,480.7 1,355.7 1,305.7
----------------- ---------------- -----------------
RETAINED EARNINGS, beginning of year................................. 165.5 129.5 102.7
Net earnings......................................................... 56.1 36.0 26.8
----------------- ---------------- -----------------
Retained earnings, end of year....................................... 221.6 165.5 129.5
----------------- ---------------- -----------------
NET UNREALIZED INVESTMENT (LOSSES) GAINS, beginning of year.......... (72.6) 22.3 11.1
Change in unrealized investment gains (losses)....................... 117.2 (94.9) 11.2
----------------- ---------------- -----------------
Net unrealized investment gains (losses), end of year................ 44.6 (72.6) 22.3
----------------- ---------------- -----------------
MINIMUM PENSION LIABILITY, beginning of year......................... (1.2) (6.3) --
Change in minimum pension liability.................................. (9.5) 5.1 (6.3)
----------------- ---------------- -----------------
Minimum pension liability, end of year............................... (10.7) (1.2) (6.3)
----------------- ---------------- -----------------
TOTAL SHAREHOLDER'S EQUITY, END OF YEAR.............................. $ 1,737.7 $ 1,448.9 $ 1,452.7
================= ================ =================
<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, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
NET EARNINGS......................................................... $ 56.1 $ 36.0 $ 26.8
ADJUSTMENTS TO RECONCILE NET EARNINGS TO NET CASH (USED) PROVIDED
BY OPERATING ACTIVITIES:
Interest credited to policyholders' account balances.............. 376.1 389.3 439.2
General Account policy charges.................................... (618.7) (572.8) (496.7)
Investment losses (gains), net.................................... .5 4.6 (1.5)
Other, net........................................................ 63.8 (17.2) 117.2
----------------- ---------------- -----------------
Net cash (used) provided by operating activities..................... (122.2) (160.1) 85.0
----------------- ---------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities and repayments......................................... 640.7 511.8 1,165.8
Sales............................................................. 2,667.0 2,119.0 2,844.2
Return of capital from joint ventures and limited partnerships.... 23.9 14.2 56.3
Purchases......................................................... (3,065.9) (2,251.7) (4,414.0)
Other, net........................................................ (114.8) (102.2) (98.8)
----------------- ---------------- -----------------
Net cash provided (used) by investing activities..................... 150.9 291.1 (446.5)
----------------- ---------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Policyholders' account balances:
Deposits........................................................ 581.1 602.8 612.9
Withdrawals..................................................... (636.6) (697.7) (506.2)
Capital contribution from Equitable Life.......................... 125.0 50.0 250.0
Other, net........................................................ (2.9) (1.8) 2.0
----------------- ---------------- -----------------
Net cash provided (used) by financing activities..................... 66.6 (46.7) 358.7
----------------- ---------------- -----------------
Change in cash and cash equivalents.................................. 95.3 84.3 (2.8)
Cash and cash equivalents, beginning of year......................... 182.3 98.0 100.8
----------------- ---------------- -----------------
Cash and Cash Equivalents, End of Year............................... $ 277.6 $ 182.3 $ 98.0
================= ================ =================
Supplemental cash flow information
Interest Paid..................................................... $ -- $ 5.7 $ 2.1
================= ================ =================
Income Taxes Refunded............................................. $ -- $ 8.4 $ .3
================= ================ =================
<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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements are prepared in conformity
with generally accepted accounting principles ("GAAP").

The accompanying consolidated financial statements include the accounts of
Equitable Variable Life and its subsidiaries, (collectively "EVLICO").

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.

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 1995 presentation.

Accounting Changes

In the first quarter of 1995, EVLICO adopted Statement of Financial
Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for
Impairment of a Loan." This statement applies to all loans, including loans
restructured in a troubled debt restructuring involving a modification of
terms. This statement addresses the accounting for impairment of a loan by
specifying how allowances for credit losses should be determined. Impaired
loans within the scope of this statement are measured based on the present
value of expected future cash flows discounted at the loan's effective
interest rate, at the loan's observable market price or the fair value of the
collateral if the loan is collateral dependent. EVLICO provides for
impairment of loans through an allowance for possible losses. The adoption of
this statement did not have a material effect on the level of these
allowances or on EVLICO's consolidated statements of earnings and
shareholder's equity.

In the fourth quarter of 1994 (effective as of January 1, 1994), EVLICO
adopted SFAS No. 112, "Employers' Accounting for Postemployment Benefits,"
which required 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.

At December 31, 1993, EVLICO adopted SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which expanded 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. Beginning
coincident with issuance of SFAS No. 115 implementation guidance in November
1995, the Financial Accounting Standards Board ("FASB") permitted companies a
one-time opportunity, through December 31, 1995, to reassess the
appropriateness of the classification of all securities held at that time. On
December 1, 1995, EVLICO transferred $1,806.7 million of securities
classified as held to maturity to the available for sale portfolio. As a
result, consolidated shareholder's equity increased by $17.9 million, net of
deferred policy acquisition costs and deferred Federal income tax.

New Accounting Pronouncements

Valuation of Investments

Fixed maturities which have been identified as available for sale are
reported at estimated fair value. At December 31, 1994, fixed maturities
which EVLICO had both the ability and the intent to hold to maturity, were
stated principally at amortized cost. The amortized cost of fixed maturities
is adjusted for impairments in value deemed to be other than temporary.

F-5
<PAGE>

Mortgage loans on real estate are stated at unpaid principal balances, net of
unamortized discounts and valuation allowances. Effective with the adoption
of SFAS No. 114 on January 1, 1995, the valuation allowances are based on the
present value of expected future cash flows discounted at the loan's original
effective interest rate or the collateral value if the loan is collateral
dependent. However, if foreclosure is or becomes probable, the measurement
method used is collateral value. Prior to the adoption of SFAS No. 114, the
valuation allowances were 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 management believed may not be collectible in full. In
establishing valuation allowances, management previously considered, among
other things, the estimated fair value of the underlying collateral.

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 current estimated fair value, net of
disposition costs, or depreciated cost.

Policy loans are stated at unpaid principal balances.

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.

Common 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 includes 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 held by EVLICO 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 policyholders' account
balances for mortality charges, policy administration charges and surrender
charges. Policy benefits and claims that are charged to expenses include
benefit claims incurred in the period in excess of related policyholders'
account balances.

Premiums from life and annuity policies with life contingencies generally are
recognized 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 effect on the amortization
of deferred policy acquisition costs of revisions to estimated gross profits
is reflected in earnings in the period such estimated gross profits are
revised. The effect on the deferred policy acquisition cost asset that would
result from realization of unrealized gains (losses) is recognized with an
offset to unrealized gains (losses) in consolidated shareholder's equity as
of the balance sheet date.

Amortization charged to income amounted to $199.0 million, $200.2 million and
$135.5 million for the years ended December 31, 1995, 1994 and 1993,
respectively.

F-6
<PAGE>

Policyholders' Account Balances and Future Policy Benefits

EVLICO's insurance contracts primarily are 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.

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. 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 generally are 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, 1995, 1994
and 1993, investment results of Separate Accounts were $342.2 million, $135.9
million and $344.1 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:

GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
---------------- ----------------- ----------------- ---------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
December 31, 1995
-----------------
Fixed Maturities:
Available for Sale:
Corporate................................. $ 3,053.5 $ 101.0 $ 22.0 $ 3,132.5
Mortgage-backed........................... 573.9 7.7 .4 581.2
U.S. Treasury securities and U.S. government
and agency securities.................. 569.2 9.2 2.6 575.8
States and political subdivisions......... 4.3 .1 -- 4.4
Foreign governments....................... 16.2 .8 -- 17.0
Redeemable preferred stock................ 56.8 3.7 5.1 55.4
---------------- ----------------- ----------------- ---------------

Total Available for Sale.................... $ 4,273.9 $ 122.5 $ 30.1 $ 4,366.3
================ ================= ================= ===============

Equity Securities:
Common stock................................ $ 36.2 $ 10.3 $ 4.7 $ 41.8
================ ================= ================= ===============

December 31, 1994
-----------------
Fixed Maturities:
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
================ ================= ================= ===============

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
================ ================= ================= ===============

Equity Securities:
Common stock................................ $ 42.0 $ 10.1 $ 9.4 $ 42.7
================ ================= ================= ===============
</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, 1995 and 1994,
respectively, securities without a readily ascertainable market value having
an amortized cost of $1,233.7 million and $1,571.5 million, respectively,
had estimated fair values of $1,291.1 million and $1,512.2 million,
respectively.

F-8
<PAGE>

The contractual maturity of bonds at December 31, 1995 are shown below:

<TABLE>
<CAPTION>
AVAILABLE FOR SALE
------------------------------------

AMORTIZED ESTIMATED
COST FAIR VALUE
----------------- ----------------

(IN MILLIONS)
<S> <C> <C>
Due in one year or less............................................................. $ 133.3 $ 133.4
Due in years two through five....................................................... 1,416.4 1,444.9
Due in years six through ten........................................................ 1,361.5 1,391.8
Due after ten years................................................................. 732.0 759.6
Mortgage-backed securities.......................................................... 573.9 581.2
----------------- ----------------

Total............................................................................... $ 4,217.1 $ 4,310.9
================= ================
</TABLE>

Investment valuation allowances and changes thereto are shown below:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ----------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Balances, beginning of year.................................... $ 68.5 $ 87.3 $ 147.2
Additions charged to income.................................... 31.0 12.7 44.4
Deductions for writedowns and asset dispositions............... (33.8) (31.5) (104.3)
----------------- ----------------- -----------------
Balances, End of Year.......................................... $ 65.7 $ 68.5 $ 87.3
================= ================= =================

Balances, end of year comprise:
Mortgage loans on real estate............................... $ 15.9 $ 24.0 $ 46.7
Equity real estate.......................................... 49.8 44.5 40.6
----------------- ----------------- -----------------

Total.......................................................... $ 65.7 $ 68.5 $ 87.3
================= ================= =================
</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, 1995, 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 $21.5 million of fixed
maturities and $29.1 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,
1995, approximately 11.0% of the $4,217.2 million aggregate amortized cost
of bonds held by EVLICO were considered to be other than investment grade.

In addition to its holding of corporate high yield securities, EVLICO is an
equity investor in limited partnership interests which primarily invest 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
$13.7 million and $13.3 million at December 31, 1995 and 1994, respectively,
of such restructured securities. The December 31, 1994 amount includes 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. Gross interest income that
would have been recorded in accordance with the original terms of
restructured fixed maturities amounted to $1.4 million, $1.1 million and
$2.2 million in 1995, 1994 and 1993, respectively. Gross interest income on
these fixed maturities included in net investment income aggregated $1.4
million, $1.0 million and $1.5 million in 1995, 1994 and 1993, respectively.

F-9
<PAGE>

At December 31, 1995 and 1994, 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 $36.0 million (4.6% of total mortgage loans on real
estate) and $35.2 million (3.9% 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 $173.5 million and $130.8
million at December 31, 1995 and 1994, 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 $16.1
million, $12.3 million and $13.9 million in 1995, 1994 and 1993,
respectively. Gross interest income on these loans included in net
investment income aggregated $14.0 million, $11.4 million and $11.5 million
in 1995, 1994 and 1993, respectively.

Impaired mortgage loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:

DECEMBER 31, 1995
------------------
(IN MILLIONS)

Impaired mortgage loans with provision for losses.... $ 99.0
Impaired mortgage loans with no provision for losses. 24.5
------------------

Recorded investment in impaired mortgage loans....... 123.5
Provision for losses................................. 14.5
------------------

Net Impaired Mortgage Loans.......................... $ 109.0
==================

Impaired mortgage loans with no provision for losses are loans where the
fair value of the collateral or the net present value of the loan equals or
exceeds the recorded investment. Interest income earned on loans where the
collateral value is used to measure impairment is recorded on a cash basis.
Interest income on loans where the present value method is used to measure
impairment is accrued on the net carrying value amount of the loan at the
interest rate used to discount the cash flows. Changes in the present value
attributable to changes in the amount or timing of expected cash flows are
reported as investment gains or losses.

During the year ended December 31, 1995, EVLICO's average recorded
investment in impaired mortgage loans was $99.2 million. Interest income
recognized on these impaired mortgage loans totaled $8.2 million for the
year ended December 31, 1995, including $2.2 million recognized on a cash
basis.

EVLICO's investment in equity real estate is through direct ownership and
through investments in real estate joint ventures. At December 31, 1995 and
1994, the carrying value of equity real estate available for sale amounted
to $55.6 million and $138.4 million, respectively. For the years ended
December 31, 1995, 1994 and 1993, respectively, real estate of $12.2
million, $59.0 million and $92.1 million was acquired in satisfaction of
debt. At December 31, 1995 and 1994, EVLICO owned $196.6 million and $230.5
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 $51.0 million and
$51.1 million at December 31, 1995 and 1994, respectively. Depreciation
expense on real estate totaled $12.8 million, $12.7 million and $11.6
million for the years ended December 31, 1995, 1994 and 1993, respectively.

F-10
<PAGE>

4. JOINT VENTURES AND PARTNERSHIPS

Summarized combined financial information of real estate joint ventures (10
and 12 individual ventures as of December 31, 1995 and 1994, 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:

DECEMBER 31,
------------------------------------------
1995 1994
------------------- ------------------
(IN MILLIONS)
<S> <C> <C>
FINANCIAL POSITION
Investments in real estate, at depreciated cost............................... $ 966.3 $ 1,047.0
Investments in securities, generally at estimated fair value.................. 648.5 3,061.2
Cash and cash equivalents..................................................... 99.2 46.4
Other assets.................................................................. 90.8 261.9
------------------- ------------------

Total assets.................................................................. 1,804.8 4,416.5
------------------- ------------------

Borrowed funds -- third party.................................................. 74.4 1,233.6
Other liabilities............................................................. 132.4 611.0
------------------- ------------------

Total liabilities............................................................. 206.8 1,844.6
------------------- ------------------

Partners' Capital............................................................. $ 1,598.0 $ 2,571.9
=================== ==================

Equity in partners' capital included above.................................... $ 243.8 $ 327.3
Equity in limited partnership interests not included above.................... 82.3 50.4
(Deficit) excess of equity in partners' capital over
investment cost and equity earnings........................................ (.4) 3.7
------------------- ------------------

Carrying Value................................................................ $ 325.7 $ 381.4
=================== ==================
</TABLE>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
STATEMENTS OF EARNINGS
Revenues of real estate joint ventures............................ $ 152.3 $ 180.1 $ 136.6
Revenues of other limited partnership interests................... 86.9 102.5 318.9
Interest expense -- third party.................................... (23.1) (88.1) (79.7)
Interest expense -- The Equitable.................................. (5.6) -- --
Other expenses.................................................... (131.8) (172.4) (132.7)
----------------- ---------------- -----------------

Net Earnings...................................................... $ 78.7 $ 22.1 $ 243.1
================= ================ =================

Equity in net earnings included above............................. $ 14.4 $ 11.7 $ 34.0
Equity in net earnings of limited partnership
interests not included above................................... 12.9 6.3 12.0
Reduction of earnings in joint ventures
over equity ownership percentage and
amortization of differences in bases........................... -- (1.1) (.1)
----------------- ----------------- -----------------

Total Equity in Net Earnings...................................... $ 27.3 $ 16.9 $ 45.9
================= ================ =================
</TABLE>

F-11
<PAGE>

5. NET INVESTMENT INCOME AND INVESTMENT (LOSSES) GAINS

The sources of net investment income are summarized as follows:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Fixed maturities................................................. $ 319.5 $ 331.4 $ 319.9
Mortgage loans on real estate.................................... 70.3 86.7 105.7
Equity real estate............................................... 66.2 67.0 69.8
Policy loans..................................................... 86.8 79.5 76.1
Other equity investments......................................... 22.4 13.4 38.5
Other investment income.......................................... 30.5 24.5 17.0
----------------- ---------------- -----------------

Gross investment income.......................................... 595.7 602.5 627.0

Investment expenses.............................................. 66.6 75.7 69.4
----------------- ---------------- -----------------

Net Investment Income............................................ $ 529.1 $ 526.8 $ 557.6
================= ================ =================
</TABLE>

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

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Fixed maturities................................................. $ 23.7 $ (6.8) $ 45.1
Mortgage loans on real estate.................................... (7.0) (13.3) (32.0)
Equity real estate............................................... (18.9) (5.3) (13.4)
Other equity investments......................................... 1.7 20.8 1.8
----------------- ---------------- -----------------

Investment (Losses) Gains, Net................................... $ (.5) $ (4.6) $ 1.5
================= ================ =================
</TABLE>

Writedowns of fixed maturities amounted to $11.1 million, $8.2 million and
$1.4 million for the years ended December 31, 1995, 1994 and 1993,
respectively.

For the years ended December 31, 1995 and 1994, respectively, proceeds
received on sales of fixed maturities classified as available for sale
amounted to $2,551.6 million and $2,065.1 million. Gross gains of $49.6
million and $22.1 million and gross losses of $18.7 million and $24.4
million, respectively, were realized on these sales. The change in unrealized
investment gains (losses) related to fixed maturities classified as available
for sale for the years ended December 31, 1995 and 1994, amounted to $240.8
million and $(215.2) million, respectively.

Gross gains of $66.2 million and gross losses of $66.5 million were realized
on sales of investments in fixed maturities held for investment and available
for sale for the year ended December 31, 1993.

F-12
<PAGE>

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

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Balance, beginning of year....................................... $ (72.6) $ 22.3 $ 11.1
Changes in unrealized investment gains (losses).................. 244.7 (241.8) 3.4
Effect of adopting SFAS No. 115.................................. -- -- 72.2
Changes in unrealized investment (gains) losses attributable to:
Deferred policy acquisition costs............................. (64.4) 95.8 (58.2)
Deferred Federal income taxes................................. (63.1) 51.1 (6.2)
----------------- ---------------- -----------------

Balance, End of Year............................................. $ 44.6 $ (72.6) $ 22.3
================= ================ =================

Balance, end of year comprises:
Unrealized investment gains (losses) on:
Fixed maturities............................................ $ 92.4 $ (148.4) $ 66.8
Other equity investments.................................... 5.6 .7 25.6
Other....................................................... (2.7) (1.7) --
----------------- ---------------- -----------------

Total......................................................... 95.3 (149.4) 92.4
Amounts of unrealized investment (gains) losses attributable to:
Deferred policy acquisition costs........................... (26.8) 37.6 (58.2)
Deferred Federal income taxes............................... (23.9) 39.2 (11.9)
----------------- ---------------- -----------------

Total............................................................ $ 44.6 $ (72.6) $ 22.3
================= ================ =================
</TABLE>

6. FEDERAL INCOME TAXES

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

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Federal income tax expense (benefit):
Current....................................................... $ -- $ (1.4) $ (3.4)
Deferred...................................................... 29.7 26.4 23.9
----------------- ---------------- -----------------

Total............................................................ $ 29.7 $ 25.0 $ 20.5
================= ================ =================
</TABLE>

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

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Expected Federal income tax expense.............................. $ 30.0 $ 25.3 $ 16.6
Tax rate adjustment.............................................. -- -- 4.0
Other............................................................ (.3) (.3) (.1)
----------------- ---------------- -----------------

Federal Income Tax Expense....................................... $ 29.7 $ 25.0 $ 20.5
================= ================ =================
</TABLE>

F-13
<PAGE>

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

DECEMBER 31, 1995 DECEMBER 31, 1994
--------------------------------- ---------------------------------
ASSETS LIABILITIES ASSETS LIABILITIES
--------------- --------------- --------------- ---------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Deferred policy acquisition costs, reserves and
reinsurance....................................... $ -- $ 253.8 $ -- $ 250.6
Investments.......................................... -- 20.5 38.4 --
Compensation and related benefits.................... 44.3 -- 52.2 --
Other................................................ 7.9 -- 25.6 --
--------------- --------------- --------------- ---------------

Total................................................ $ 52.2 $ 274.3 $ 116.2 $ 250.6
=============== =============== =============== ===============
</TABLE>

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:

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Deferred policy acquisition costs, reserves and
reinsurance................................................... $ 3.2 $ (11.4) $ (6.8)
Investments...................................................... (4.2) 26.1 11.4
Compensation and related benefits................................ 13.0 (2.8) 1.9
Other............................................................ 17.7 14.5 17.4
----------------- ---------------- -----------------

Deferred Federal Income Tax Expense.............................. $ 29.7 $ 26.4 $ 23.9
================= ================ =================
</TABLE>

At December 31, 1995, EVLICO had net operating loss carryforwards of
approximately $10.2 million. 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:

DECEMBER 31,
------------------------------------
1995 1994
----------------- ----------------
(IN MILLIONS)

<S> <C> <C>
Direct premiums..................................................................... $ 34.1 $ 40.2
Reinsurance ceded................................................................... (.4) (.1)
----------------- ----------------

Premiums............................................................................ $ 33.7 $ 40.1
================= ================

Universal Life and Investment-type Product Policy Fee Income Ceded.................. $ 31.0 $ 24.9
================= ================

Policyholders' Benefits Ceded....................................................... $ 18.7 $ 8.3
================= ================
</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.

F-14
<PAGE>

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,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Personnel and facilities......................................... $ 249.8 $ 257.9 $ 252.7
Agent commissions and fees....................................... 127.4 122.6 103.0
</TABLE>

These cost allocations include various employee related obligations for
pensions and postretirement benefits. At December 31, 1995 and 1994, EVLICO
recorded as a reduction of shareholder's equity its allocated portion of an
additional minimum pension liability of $10.7 million and $1.2 million, net
of Federal income taxes, respectively, representing the excess of the
accumulated benefit obligation over the fair value of plan assets and accrued
pension liability.

During 1995, 1994 and 1993, Equitable Life restructured certain operations in
connection with cost reduction programs. EVLICO recorded provisions of $6.7
million, $6.9 million and $17.3 million in 1995, 1994 and 1993, 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
$17.6 million, $19.2 million and $16.0 million during 1995, 1994 and 1993,
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 $2.9 million, $3.0 million and $3.1 million in
1995, 1994 and 1993, respectively, which were reported as other income.

On August 31, 1993, EVLICO sold $250.0 million of primarily privately placed
below investment grade fixed maturities to EQ Asset Trust 1993 (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 $190.2 million and $226.7 million
at December 31, 1995 and 1994, 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 rate
swap transactions is on an accrual basis. Gains and losses related to
interest rate swap transactions are amortized as yield adjustments over the
remaining life of the underlying hedged security. Income and expense
resulting from interest rate swap activities are reflected in net investment
income. The notional amount of matched interest rate swaps outstanding at
December 31, 1995 was $444.8 million. The average unexpired terms at December
31, 1995 is 3.0 years. At December 31, 1995, the cost of terminating
outstanding matched swaps in a loss position was $10.1 million and the
unrealized gain on outstanding matched swaps in a gain position was $3.4
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, 1995 and 1994.

F-15
<PAGE>

Fair value for mortgage loans on real estate are 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:

DECEMBER 31,
-------------------------------------------------------------------
1995 1994
-------------------------------- --------------------------------
CARRYING ESTIMATED CARRYING ESTIMATED
VALUE FAIR VALUE VALUE FAIR VALUE
--------------- --------------- --------------- ---------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Consolidated Financial Instruments:
Mortgage loans on real estate....................... $ 771.5 $ 809.4 $ 888.5 $ 865.3
Other joint ventures................................ 158.7 158.7 196.4 196.4
Policy loans........................................ 1,300.1 1,374.0 1,185.2 1,138.7
Policyholders' account balances:
SPDA............................................. 1,265.8 1,272.0 1,744.3 1,732.7
Annuities certain and SCNILC..................... 188.0 188.1 159.0 151.3
</TABLE>

10. COMMITMENTS AND CONTINGENT LIABILITIES

EVLICO is the obligor under certain structured settlement agreements which
it had 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.

11. LITIGATION

A number of lawsuits have been filed against life and health insurers in the
jurisdictions in which EVLICO does business involving insurers' sales
practices, alleged agent misconduct, failure to properly supervise agents,
and other matters. Some of the lawsuits have resulted in the award of
substantial judgments against other insurers, including material amounts of
punitive amounts, or in substantial settlements. In some states juries have
substantial discretion in awarding punitive damages. EVLICO, like other life
and health insurers, from time to time is involved in such litigation as
well as other legal actions and proceedings in connection with its
businesses. Some of these litigations have been brought on behalf of various
alleged classes of claimants and certain of these claimants seek damages of
unspecified amounts. While the ultimate outcome of such matters cannot be
predicted with certainty, in the opinion of management no such matter is
likely to have a material adverse effect on EVLICO's financial position or
results of operations.

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. For the years ended December 31, 1995, 1994 and 1993,
statutory (loss) earnings totaled $(102.5) million, $27.3 million and
$(88.4) million, respectively. No amounts are expected to be available for
dividends from EVLICO to Equitable Life in 1996.

At December 31, 1995, EVLICO, in accordance with various government and
state regulations, had $4.2 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 and equity on a GAAP basis.

F-16
<PAGE>

YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Net change in statutory surplus and capital stock................ $ (56.6) $ 64.8 $ 184.4
Change in asset valuation reserves............................... 57.8 18.5 26.0
----------------- ---------------- -----------------

Net change in statutory surplus, capital stock
and asset valuation reserves.................................. 1.2 83.3 210.4
Adjustments:
Future policy benefits and policyholders' account balances.... (12.9) (13.5) (22.5)
Initial fee liability......................................... (34.2) (20.3) (11.6)
Deferred policy acquisition costs............................. 25.1 34.7 62.2
Deferred Federal income taxes................................. (29.7) (20.2) (23.9)
Valuation of investments...................................... 38.3 19.9 25.9
Limited risk reinsurance...................................... 146.9 .1 (5.4)
Contribution from Equitable Life.............................. (125.0) (50.0) (250.0)
Other, net.................................................... 46.4 2.0 41.7
----------------- ---------------- -----------------

Net Earnings..................................................... $ 56.1 $ 36.0 $ 26.8
================= ================ =================
</TABLE>

DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Statutory surplus and capital stock.............................. $ 720.9 $ 777.6 $ 712.7
Asset valuation reserves......................................... 146.1 88.3 69.8
----------------- ---------------- -----------------

Statutory surplus, capital stock and asset valuation reserves.... 867.0 865.9 782.5
Adjustments:
Future policy benefits and policyholders' account balances.... (367.4) (354.5) (341.1)
Initial fee liability......................................... (234.7) (200.5) (180.3)
Deferred policy acquisition costs............................. 2,037.8 2,077.1 1,946.7
Deferred Federal income taxes................................. (222.1) (134.4) (159.5)
Valuation of investments...................................... 68.4 (219.2) 4.4
Limited risk reinsurance...................................... (231.7) (378.6) (378.7)
Postretirement and other pension liabilities.................. (111.6) (105.8) (122.7)
Other, net.................................................... (68.0) (101.1) (98.6)
----------------- ---------------- -----------------

Shareholder's Equity............................................. $ 1,737.7 $ 1,448.9 $ 1,452.7
================= ================ =================
</TABLE>

F-17
<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, 1995 and 1994, and the results of their operations and their
cash flows for each of the three years in the period ended December 31,
1995, 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 loan impairments in 1995, for
postemployment benefits in 1994 and for investment securities in 1993.

PRICE WATERHOUSE LLP
New York, New York
February 7, 1996

F-18

<PAGE>

APPENDIX A

COMMUNICATING PERFORMANCE DATA

LONG-TERM MARKET TRENDS

A-1
<PAGE>

AVERAGE ANNUAL RATES OF RETURN
<TABLE>
<CAPTION>
FOR THE
FOLLOWING LONG-TERM LONG-TERM INTERMEDIATE U.S. CONSUMER
PERIODS ENDING COMMON GOVERNMENT CORPORATE TERM GOV'T TREASURY PRICE
12/31/95: STOCKS BONDS BONDS BONDS BILLS INDEX
- -------- ------ ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
1 year.................. 37.43 31.67 26.39 16.80 5.60 2.74
3 years................. 15.26 12.82 10.47 7.22 4.13 2.72
5 years................. 16.57 13.10 12.07 8.81 4.29 2.83
10 years................. 14.84 11.92 11.25 9.08 5.55 3.48
20 years................. 14.59 10.45 10.54 9.69 7.28 5.23
30 years................. 10.68 7.92 8.17 8.36 6.72 5.39
40 years................. 10.78 6.38 6.75 7.02 5.73 4.46
50 years................. 11.94 5.35 5.75 5.87 4.80 4.36
60 years................. 11.34 5.20 5.46 5.34 4.01 4.10
Since 1926............... 10.54 5.17 5.69 5.25 3.72 3.12
Inflation Adjusted
Since 1926............... 7.20 1.99 2.49 2.07 0.58 0.00
<FN>
- ----------------------------
*Source: Ibbotson, Roger G. and Rex A. Sinquefield, STOCKS, BONDS, BILLS, AND
INFLATION (SBBI), 1982, updated in STOCKS, BONDS, BILLS, AND INFLATION 1996
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.

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

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

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

A-2

<PAGE>

VM522 (5/96) Cat. #126946

<PAGE>

VARIABLE LIFE INSURANCE POLICIES
FUNDED THROUGH SEPARATE ACCOUNT FP
PROSPECTUS SUPPLEMENT DATED MAY 1, 1996

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

Issued By
EQUITABLE VARIABLE
LIFE INSURANCE COMPANY

Principal Office Located at:
787 Seventh Avenue
New York, NY 10019
VM 521
- --------------------------------------------------------------------------------
THE HUDSON RIVER TRUST
PROSPECTUS DATED MAY 1, 1996

HRT 596
- --------------------------------------------------------------------------------

<PAGE>

VARIABLE LIFE INSURANCE POLICIES

FUNDED THROUGH SEPARATE ACCOUNT FP

INCENTIVE LIFE PLUS (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)

PROSPECTUS SUPPLEMENT DATED MAY 1, 1996

INTRODUCTION. This Supplement updates certain information contained in the
prospectuses for:

o INCENTIVE LIFE PLUS dated December 19, 1994, May 1, 1995 and
September 15, 1995;

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

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

o SURVIVORSHIP 2000 dated May 1, 1995, May 1, 1994, May 1, 1993 and
August 18, 1992;

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

o SP-FLEX dated September 30, 1987 and August 24, 1987.

For your convenience, we have consolidated the prior updating supplements that
have been previously distributed. For this reason, you may already be familiar
with some of the information in this prospectus supplement, but we encourage you
to read it anyway. You can find the information about your policy by referring
to one or more of the following headings:
PAGE

INFORMATION RELATED TO ALL POLICIES 2

INFORMATION ABOUT ALL POLICIES EXCEPT SP-FLEX 6

INFORMATION ABOUT INCENTIVE LIFE PLUS 7

INFORMATION ABOUT INCENTIVE LIFE 2000 AND CHAMPION 2000 7

INFORMATION ABOUT INCENTIVE LIFE 7

INFORMATION ABOUT SP-FLEX 8

You should attach this Supplement to your prospectus and retain it 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. Except as otherwise noted, terms used in this supplement have
the same meaning as in the prospectus. However, we now refer to the Guaranteed
Interest Division as the Guaranteed Interest Account and to divisions of
Separate Account FP as "Funds."

Champion 2000, Incentive Life 2000, Incentive Life and SP-Flex policies are no
longer offered for sale.

INFORMATION RELATED TO ALL POLICIES:

1. 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, 1995, we had approximately $132.8 billion face
amount of variable life insurance in force.

- -------------------------------------------------------------------------------
THIS SUPPLEMENT SHOULD BE RETAINED FOR FUTURE REFERENCE.

2
<PAGE>

2. 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 S.A. (AXA), a French insurance
holding company. AXA beneficially owns 60.6% of the outstanding shares of
common stock of the Holding Company plus convertible preferred stock.
Under its investment arrangements with Equitable and the Holding Company,
AXA is able to exercise significant influence over the operations and
capital structure of the Holding Company and its subsidiaries, including
Equitable and Equitable Variable. 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 $195.3 billion in assets as of December 31, 1995.

3. HUDSON RIVER TRUST INVESTMENT POLICIES. Net premiums can be allocated to
the Separate Account Funds or to the Guaranteed Interest Account (except
for SP-Flex policyowners). 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>
THE FIXED INCOME SERIES:

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
volatility of price and risk of principal and consistent with that objective,
income than high quality fixed-income capital appreciation.
securities. The medium and lower quality debt
securities in which the Portfolio may invest are
known as "junk bonds."
THE EQUITY SERIES:

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

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

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

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

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

3
<PAGE>
<TABLE>

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

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

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

Subject to the terms described in your prospectus, you may transfer cash
values between Separate Account Funds and/or change how your net premiums
are allocated among Funds. See TRANSFERS OF POLICY ACCOUNT VALUE in your
prospectus and CHARGE FOR TRANSFERS below.

4. INVESTMENT PERFORMANCE. Footnote 7 to the Separate Account FP financial
statements included herein contains information about the net return for
each Fund. The attached prospectus supplement for The Hudson River Trust
contains rates of return and other portfolio performance information of the
Trust for various periods ended December 31, 1995. Remember, the changes in
the Policy Account value of your policy depend not only on the performance
of the Trust portfolios, but also on the deductions and charges under your
policy. To obtain the current unit values of the Separate Account Funds,
call (212) 714-5015.

The values reported in footnote 7 for all Policies are computed using the
net rates of return for the corresponding portfolios of the Trust. The
SP-Flex returns are net of charges for cost of insurance, administrative
expense, and mortality and expense risks.

The returns reported in footnote 7 for each of the other policy forms are
reduced only by any mortality and expense risk charge deducted from
Separate Account assets.

5. THE TRUST'S INVESTMENT ADVISER. The information about Alliance Capital
Management L.P. (Alliance), the Trust's investment adviser, is updated as
follows: As of December 31, 1995, Alliance was managing approximately
$146.5 billion in assets. Alliance, a publicly traded limited partnership,
is indirectly majority-owned by Equitable.

For your convenience, we are restating that the advisory fee payable by the
Trust to Alliance, which is based on the following annual percentages of
the value of each portfolio's daily average net assets:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
DAILY AVERAGE NET ASSETS
-------------------------------------------------
FIRST NEXT OVER
PORTFOLIO $350 MILLION $400 MILLION $750 MILLION
--------- ------------ ------------ ------------

<S> <C> <C> <C>
Common Stock, Money Market and Balanced................................... .400% .375% .350%

Aggressive Stock and Intermediate Government Securities................... .500% .475% .450%

High Yield, Global, Conservative Investors and Growth Investors........... .550% .525% .500%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
DAILY AVERAGE NET ASSETS
-------------------------------------------------
FIRST NEXT OVER
PORTFOLIO $500 MILLION $500 MILLION $1 BILLION
--------- ------------ ------------ ----------
<S> <C> <C> <C>
Quality Bond and Growth & Income.......................................... .550% .525% .500%
</TABLE>
<TABLE>
<CAPTION>
FIRST NEXT OVER
PORTFOLIO $750 MILLION $750 MILLION $1.5 BILLION
--------- ------------ ------------ ------------

<S> <C> <C> <C>
Equity Index.............................................................. .350% .300% .250%
</TABLE>
<TABLE>
<CAPTION>
FIRST NEXT OVER
PORTFOLIO $500 MILLION $1 BILLION $1.5 BILLION
--------- ------------ ---------- ------------

<S> <C> <C> <C>
International............................................................. .900 .850 .800
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

6. LIVING BENEFIT OPTION AVAILABLE. Subject to regulatory approval in your
state and our underwriting guidelines, you may now be eligible for a Living
Benefit payment under your policy. The Living Benefit enables the
policyowner to receive a portion of the policy's death benefit (excluding
death benefits payable under certain riders) if the insured has a terminal
illness. Certain eligibility requirements will apply when you submit a
Living Benefit claim (for example, satisfactory evidence of less than six
month life expectancy). We will deduct an administrative charge of up to
$250 from the proceeds of the Living Benefit payment. This charge may be
less in some states.

When a Living Benefit claim is paid, Equitable Variable establishes a lien
against the policy. The amount of the lien is the sum of the Living Benefit
payment, any accrued interest on that payment and any unpaid scheduled
premium (if applicable under your policy). Interest will be charged at a
rate equal to the greater of: (i) the yield on a 90-day Treasury bill and
(ii) the maximum adjustable policy loan interest rate permitted in the
state in which your policy is delivered.

Until a death benefit is paid, or the policy is surrendered, a portion of
the lien is allocated to the policy's Cash Surrender Value. This portion of
the liened amount will be transferred to the Guaranteed Interest Account
where it will earn interest at the same rate credited to unloaned amounts
(in the case of SP-Flex policies, this portion of the liened amount will be
transferred to the Money Market Fund). This portion of the liened amount
will not be available for loans or partial withdrawals (if permitted under
your policy). Any death benefit or Cash Surrender Value payable upon policy
surrender will be reduced by the amount of the lien.

Unlike a death benefit received by a beneficiary after the death of an
insured, receipt of a Living Benefit payment may be taxable as a
distribution under the policy. See TAX EFFECTS in your prospectus or, for
SP-Flex policyowners, in this supplement, for a discussion of the tax
treatment of distributions under the policy. Consult your tax adviser.
Receipt of a Living Benefit payment may also affect a policyowner's
eligibility for certain government benefits or entitlements. To submit a
claim for this benefit and receive a copy of the Living Benefit rider,
please contact your Equitable agent.

7. TELEPHONE TRANSFERS. The information under the heading Telephone Transfers
is updated, as follows:

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

Telephone transfers may be requested on each day we are open to transact
business. You will receive the Fund's unit value as of the close of
business on the day you call. We do not accept telephone transfer requests
after 4:00 p.m. Eastern Time. Only one telephone transfer request is
permitted per day and it may not be revoked at any time. Telephone transfer
requests are automatically recorded and are invalid if incomplete
information is given, portions of the request are inaudible, no
authorization form is on file, or the request does not comply with the
transfer limitations described in your policy.

We have established reasonable procedures designed to confirm that
instructions communicated by telephone are genuine. Such procedures include
requiring certain personal identification information prior to acting on
telephone instructions and providing written confirmation of instructions
communicated by telephone. If we do not employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, we may be
liable for any losses arising out of any act or any failure to act
resulting from our own negligence, lack of good faith, or willful
misconduct. In light of the procedures established, we will not be liable
for following telephone instructions that we reasonably believe to be
genuine.

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

8. 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

5
<PAGE>

would be adopted. Any such change could have a 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 on policy proceeds contained in your
prospectus and this supplement is based on our understanding of Federal
income tax laws as of the date of such prospectus or supplement, as applied
to policies owned by U.S. resident individuals. The tax effects on
corporate taxpayers, subject to the Federal alternative minimum tax, other
non-natural owners such as trusts, non-U.S. residents or non-U.S. citizens,
may be different. This discussion is general in nature, and should not be
considered tax advice, for which you should consult your legal or tax
adviser.

9. 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, NY 10019. Equico is paid a fee
for its services as distributor of our policies. In 1994 and 1995,
Equitable and Equitable Variable paid Equico a fee of $216,920 and
$325,380, respectively, for its services under the Distribution and
Servicing Agreement. On or about May 1, 1996, Equico will change its name
to EQ Financial Consultants, Inc.

The amounts paid and accrued to Equitable by us under our sales and
services agreements with Equitable totaled approximately $377.2 million in
1995, $380.5 million in 1994 and $355.7 million in 1993.

10. 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 A to this supplement.

11. LONG-TERM MARKET TRENDS. Appendix B 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.

12. FINANCIAL STATEMENTS. The financial statements of Separate Account FP and
Equitable Variable included in this prospectus supplement have been audited
for the years ended December 31, 1995, 1994 and 1993 by the accounting firm
of Price Waterhouse LLP, our independent auditors, to the extent stated in
their report. The financial statements of Separate Account FP and Equitable
Variable for the years ended December 31, 1995, 1994 and 1993 included in
this prospectus supplement have been so included in reliance on the reports
of Price Waterhouse LLP, given on the authority of such firm as experts in
accounting and auditing.

The financial statements of Equitable Variable contained in this prospectus
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 Separate
Account Funds.

INFORMATION ABOUT ALL POLICIES EXCEPT SP-FLEX

1. AUTOMATIC TRANSFER SERVICE. We offer an Automatic Transfer Service. This
service enables you to make automatic monthly transfers out of the Money
Market Fund into the other Separate Account Funds.

To start using this service you must first complete a special election form
that is available from your agent or our Administrative Office. You must
also have a minimum of $5,000 in the Money Market Fund on the date the
Automatic Transfer Service is scheduled to begin. You can elect up to eight
Separate Account Funds for monthly transfers, but the minimum amount that
may be transferred to each Fund each month is $50. Automatic transfers will
begin on the next monthly processing date after we receive your election
form at our Administrative Office.

The Automatic Transfer Service will remain in effect until the earliest of
the following events: (1) the funds in the Money Market Fund are
insufficient to cover the automatic transfer amount; (2) the policy is in a
grace period; (3) we receive at our Administrative Office your written
instruction to cancel the Automatic Transfer Service; (4) we receive a
death claim under the policy; or (5) you elect to use your Net Cash
Surrender Value to purchase a fixed-benefit insurance option (if available
under your policy).

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

2. CHARGE FOR TRANSFERS. We have reserved the right under your policy to make
a charge of $25 for transfers of Policy Account value. You are currently
able to make twelve free transfers in any policy year but we will charge
$25 per transfer after the twelfth transfer. All transfers made on the same
effective date (either written or by telephone) will count as one transfer.
Transfers

6
<PAGE>

made through the Automatic Transfer Service do not count toward the twelve
free transfers. There will be no charge for a transfer of all of your
amounts in the Separate Account to the Guaranteed Interest Account.

INFORMATION ABOUT INCENTIVE LIFE PLUS

DEDUCTIONS AND CHARGES. Cost of Insurance Charge. The information under Cost of
Insurance Charge is updated as follows: Beginning in the tenth policy year,
current monthly cost of insurance charges are reduced by an amount equal to a
percentage of your unloaned Policy Account value on the date such charges are
assessed. This means that the larger your unloaned Policy Account value, the
greater your potential reduction in current cost of insurance charges. This
percentage begins at an annual rate of .05%, grading up to an annual rate of
.50% in policy years 26 and later. Effective on or about July 1, 1996, we intend
to increase this cost of insurance charge reduction to grade up to .65% in
policy years 25 and later. This cost of insurance charge reduction applies on a
current basis and is not guaranteed. We may in the future increase, decrease,
change the duration of, or eliminate the amount of the current cost of insurance
charge reduction without advance notice to you. Because Incentive Life Plus was
offered for the first time in 1995, no reduction of cost of insurance charges in
the tenth policy year has yet been attained.

INFORMATION ABOUT INCENTIVE LIFE 2000 AND CHAMPION 2000

1. PROSPECTUS SUMMARY. On page 1 of the prospectus, under the heading
INVESTMENT FEATURES -- POLICY ACCOUNT the bold face text in the second
bullet point is replaced by the following: REQUESTS FOR TRANSFERS OUT OF
THE GUARANTEED INTEREST ACCOUNT CAN ONLY BE MADE ON OR WITHIN 30 DAYS OF A
POLICY ANNIVERSARY. SUCH TRANSFERS WILL BE EFFECTIVE AS OF THE DATE WE
RECEIVE YOUR REQUEST, BUT NO EARLIER THAN THE POLICY ANNIVERSARY. TRANSFERS
INTO THE GUARANTEED INTEREST ACCOUNT AND AMONG ALL SEPARATE ACCOUNT FUNDS
MAY BE REQUESTED AT ANY TIME.

2. BORROWING FROM YOUR POLICY ACCOUNT. We will first allocate loan repayments
to our Guaranteed Interest Account until the amount of any loan originally
allocated to that account has been repaid. After you have repaid this
amount, you may choose how you want us to allocate the balance of any
additional repayments. If you do not provide specific instructions,
repayments will be allocated on the basis of your premium allocation
percentages.

3. MINIMUM FACE AMOUNT (INCENTIVE LIFE 2000 ONLY). The minimum Face Amount for
Incentive Life 2000 is $50,000 for issue ages 65 and below. This is also
the minimum Face Amount for the "designated insured option" rider described
under ADDITIONAL BENEFITS MAY BE AVAILABLE in your Incentive Life 2000
prospectus.

INFORMATION ABOUT INCENTIVE LIFE

1. MONTHLY ADMINISTRATIVE CHARGE. We deduct a monthly administrative charge
from your Policy Account, which covers the costs associated with
administering Incentive Life policies. The current administrative charge is
$6 per month. This administrative charge is guaranteed never to exceed $8
per month.

2. COST OF INSURANCE CHARGE. The tables under "Cost of Insurance Charge" in
prospectuses dated February 27, 1991 and earlier are updated as follows:
<TABLE>
<CAPTION>

ILLUSTRATIVE TABLE OF MONTHLY COST OF INSURANCE RATES
(ROUNDED)

FACE AMOUNT $50,000-$199,000 FACE AMOUNT $200,000 AND OVER
-------------------------------------------------- ---------------------------------------------------
MALE GUARANTEED CURRENT GUARANTEED CURRENT
ISSUE AGE MAXIMUM RATE (NON-SMOKER) RATE MAXIMUM RATE (NON-SMOKER) RATE
- --------------------- ---------------------- ------------------------- ---------------------- -------------------------
<C> <C> <C> <C> <C>
5 $ .08 $ .08 $ .08 $ .08

15 .11 .11 .11 .11

25 .15 .13 .15 .12

35 .18 .14 .18 .13

45 .38 .25 .38 .22

55 .88 .54 .88 .46

65 2.14 1.41 2.14 1.19
</TABLE>

3. EMPLOYEE BENEFIT PROGRAMS. Complex rules may apply when a policy is held by
an employee or a trust, or acquired by an employee, in connection with the
provision of employee benefits. These policyowners also must consider
whether the policy was applied for by or issued to a person having an
insurable interest under applicable state law, as the lack of insurable
interest may, among other things, affect the qualification of the policy as
life insurance for federal income tax purposes and the right of the
beneficiary to death benefits. Employers and employer-created trusts may be
subject to

7
<PAGE>

reporting, disclosure, and fiduciary obligations under the Employee
Retirement Income Security Act of 1974 (ERISA). For information on these
matters, we suggest that you consult your tax and legal advisers.

4. UNISEX RATES. Incentive Life policies were issued on a unisex basis in
Montana and, after February 2, 1990, in Massachusetts. Unisex means that
there is no distinction based on sex in determining the cost of insurance
rates. Cost of insurance rates applicable to a policy issued on a unisex
basis would not be greater than the comparable male rates set forth or
illustrated in the prospectus. Similarly, illustrated policy values in the
prospectus would be no less favorable for comparable policies issued on a
unisex basis. The guaranteed cost of insurance rates for our Incentive Life
policy are based on the Commissioner's 1980 Standard Ordinary "B" Mortality
Table.

INFORMATION ABOUT SP-FLEX

1. TAX EFFECTS. This discussion supersedes the discussion of the tax
effects on policy proceeds contained in the prospectus. The Technical and
Miscellaneous Revenue Act of 1988 changed the tax consequences of
distributions from "modified endowments", a category of life insurance
policies. For this purpose, "distributions" include policy loans and
amounts received on lapse, maturity or surrender of a policy.

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

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

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

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

The Federal income tax consequences of a distribution from your policy will
depend on whether your policy is determined to be a "modified endowment."
SP-Flex policies entered into prior to June 21, 1988 will not be considered
modified endowments, unless an additional premium is paid. Generally,
SP-Flex policies entered into after June 20, 1988 will be considered
modified endowments. However, SP-Flex policies acquired as a result of an
exchange from a policy that is not a modified endowment, will generally not
be considered a modified endowment as long as no additional premiums are
paid and the death benefit of the new policy is not reduced below that of
the old policy.

IF YOUR POLICY IS NOT A MODIFIED ENDOWMENT, as long as it remains in force,
a loan under your policy will be treated as indebtedness and no part of the
loan will be subject to Federal income tax. Interest on the loan will not
be tax deductible. If your policy lapses, matures or is surrendered, the
excess, if any, of your Cash Surrender Value (which includes the amount of
any unpaid policy loan and loan interest) over your Basis will be subject
to Federal income tax. Your Basis in your policy generally will equal the
premiums you have paid.

IF YOUR POLICY IS A MODIFIED ENDOWMENT, any loan from your policy will be
taxed in a manner comparable to distributions from annuities (i.e., on an
"income-first" basis). A loan for this purpose also includes any increase
in the loan amount to pay interest on an existing loan or an assignment or
a pledge to secure a loan. A loan will be considered taxable income to you
to the extent your Policy Account Value exceeds your Basis in the policy at
the time you make the loan. For modified endowments, your Basis would be
increased by the amount of any prior loan under your policy that was
considered taxable income to you.

A 10% penalty tax will also apply to the taxable portion of a loan under a
modified endowment. The penalty tax will not, however, apply to loans (i)
to taxpayers 59 1/2 years of age or older, (ii) in the case of a disability
(as defined in the Code) or (iii) received as part of a series of
substantially equal periodic annuity payments for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life expectancies)
of the taxpayer and his beneficiary. In addition, if your policy lapses,
matures or is surrendered, the excess, if any, of your Cash Surrender Value
over your Basis will be subject to Federal income tax and, unless one of
the above exceptions applies, the 10% penalty tax.

If your policy becomes a modified endowment, a distribution during the
policy year it becomes a modified endowment and any subsequent policy year
will be taxed as described in the two preceding paragraphs. In addition, a
distribution from a policy within two years before it becomes a modified
endowment will be subject to tax in this manner. As referred to above, if
additional premiums are paid under an SP-Flex policy entered into prior to
June 21, 1988, it will become a modified endowment. THIS MEANS THAT A
DISTRIBUTION MADE AFTER JUNE 20, 1988 FROM AN SP-FLEX POLICY ENTERED INTO
PRIOR TO JUNE 21, 1988 COULD LATER BECOME TAXABLE AS A DISTRIBUTION FROM A
MODIFIED ENDOWMENT. The Secretary of the Treasury has been authorized to
prescribe rules which would treat similarly other distributions made in
anticipation of a policy becoming a modified endowment.

8
<PAGE>

diversification requirements. Failure by us to meet these requirements
would disqualify your policy as a life insurance policy under Section 7702
of the Code. If this were to occur, you would be subject to Federal income
tax on the income under the policy. Equitable Variable Separate Account FP,
through the Trust, intends to comply with these requirements.

In connection with the issuance of the temporary diversification
regulations, the Treasury Department stated that it anticipates the
issuance of regulations or rulings prescribing the circumstances in which
the ability of a policyowner to direct his investment to particular funds
of a separate account may cause the policyowner, rather than the insurance
company, to be treated as the owner of the assets in the account. If you
were considered the owner of the assets of the Separate Account, income and
gains from the account would be included in your gross income for Federal
income tax purposes.

For purposes of determining the taxable income to you resulting from a loan
under your policy or a distribution on its lapse, maturity or surrender,
all modified endowment contracts issued to you by the same insurer or an
affiliate during any calendar year will be aggregated and treated as one
contract. This provision applies to policies entered into after June 20,
1988, but does not affect contracts purchased by certain qualified plans.
Under prior law, a "twelve-month period" rather than a calendar year
standard was used.

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

<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

PRICE WATERHOUSE LLP
New York, NY
February 7, 1996

FSA-1
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
<TABLE>
<CAPTION>

</TABLE>
See Notes to Financial Statements.

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

FSA-2
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS

INTERMEDIATE GOVERNMENT
MONEY MARKET DIVISION SECURITIES DIVISION
------------------------------------ --------------------------------------

YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------------ --------------------------------------

QUALITY BOND DIVISION
-------------------------------------------

OCTOBER 1*
TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
--------------------------- ------------

See Notes to Financial Statements.

<FN>
* Commencement of Operations
</FN>
</TABLE>

FSA-3
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONTINUED)

HIGH YIELD DIVISION
----------------------------------------

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

<FN>
* Commencement of Operations
</FN>
</TABLE>

FSA-4
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONTINUED)

COMMON STOCK DIVISION GLOBAL STOCK DIVISION
-------------------------------------------- -----------------------------------------

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>

FSA-5
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF OPERATIONS (CONCLUDED)

</TABLE>
See Notes to Financial Statements.

FSA-6
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
INTERMEDIATE GOVERNMENT
MONEY MARKET DIVISION SECURITIES DIVISION
------------------------------------------ -------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

INCREASE (DECREASE) IN NET ASSETS:

See Notes to Financial Statements.
<FN>

*Commencement of Operations
</FN>
</TABLE>

FSA-7
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
HIGH YIELD DIVISION
------------------------------------------

YEAR ENDED DECEMBER 31,
------------------------------------------
1995 1994 1993
----------- ------------ -----------

<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>

FSA-8
<PAGE>
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
COMMON STOCK DIVISION GLOBAL STOCK DIVISION
-------------------------------------------- ------------------------------------------

</TABLE>
See Notes to Financial Statements.

See Notes to Financial Statements.

<FN>
*Commencement of Operations
</FN>
</TABLE>
FSA-9
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)

<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

</TABLE>
See Notes to Financial Statements.

FSA-10
<PAGE>
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

1. General

2. Significant Accounting Policies

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. Asset Charges

FSA-11
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1995

Under Incentive Life, Incentive Life Plus 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. Amounts Retained by Equitable Variable Life in Separate Account FP

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

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

5. Distribution and Servicing Agreements

6. Share Substitution

FSA-12
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

7. Investment Returns

- -------------------------------
* Sales of Incentive Life 2000 and Champion 2000 commenced on March 2, 1992.
Sales of Incentive Life Plus Second Series commenced on September 15, 1995.

(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)

DECEMBER 31, 1995

APRIL 3(A)
TO
DECEMBER 31,
INTERNATIONAL DIVISION 1995
- ---------------------- ----------
Gross return.............. 11.29 %
Net return................ 10.79 %

- ----------
(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>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

GLOBAL DIVISION
- ---------------
Gross return.............. 18.81 % 5.23 % 32.09 % 4.87 %
Net return................ 17.75 % 4.29 % 30.93 % 4.52 %

APRIL 3(A) TO
DECEMBER 31,
----------------
INTERNATIONAL DIVISION 1995
- ---------------------- ----
Gross return.............. 11.29 %
Net return................ 10.55 %

BALANCED DIVISION 1995 1994 1993 1992
- ----------------- ---- ---- ---- ----
Gross return.............. 19.75 % (8.02)% 12.28 % 5.37 %
Net return................ 18.68 % (8.84)% 11.30 % 5.02 %

- ----------
(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-15
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31,1995

RATES OF RETURN:
INCENTIVE LIFE PLUS ORIGINAL SERIES(B)*
- ---------------------------------------

YEAR ENDED DECEMBER 31,
-------------------------
1995
----
Money Market Division........ 5.69%

Intermediate Government
Securities Division.......... 13.31%

Quality Bond Division........ 17.13%

High Yield Division.......... 19.95%

Growth & Income Division..... 24.38%

Equity Index Division........ 36.53%

Common Stock Division........ 33.07%

Global Division.............. 19.38%

APRIL 30 TO DECEMBER 31,
------------------------
1995
----
International Division....... 11.29%

YEAR ENDED DECEMBER 31,
------------------------
1995
----
Aggressive Stock Division.... 33.00%

ASSET ALLOCATION SERIES

YEAR ENDED DECEMBER 31,
------------------------
1995
----
Conservative Investors Division... 20.59%

Balanced Division................ 20.32%

Growth Investors Division......... 26.92%

- --------------------
*Sales of Incentive Life Plus Original Series commenced on January 6, 1995.

FSA-16
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31,1995

EQUITY INDEX DIVISION 1995 1994
- --------------------- ---- ----
Gross return.............. 36.48 % (2.54)%
Net return................ 34.06 % (2.69)%

APRIL 3(A) TO
DECEMBER 31,
-------------
INTERNATIONAL DIVISION 1995
- ---------------------- ----
Gross return.............. 11.29 %
Net return................ 9.82 %

FSA-17
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT FP

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1995

FSA-18
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994

F-1
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances.............. 376.1 389.3 439.2
Policyholders' benefits........................................... 267.5 242.3 251.0
Other operating costs and expenses................................ 419.5 413.8 356.7
----------------- ---------------- -----------------
Total benefits and other deductions............................. 1,063.1 1,045.4 1,046.9
----------------- ---------------- -----------------
Earnings before Federal income taxes and cumulative
effect of accounting change....................................... 85.8 72.4 47.3
Federal income tax expense........................................... 29.7 25.0 20.5
----------------- ---------------- -----------------
Earnings before cumulative effect of accounting change............... 56.1 47.4 26.8
Cumulative effect of accounting change, net of Federal income taxes. -- (11.4) --
----------------- ---------------- -----------------
Net Earnings......................................................... $ 56.1 $ 36.0 $ 26.8
================= ================ =================
<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, 1995, 1994 AND 1993

F-3
<PAGE>

EQUITABLE VARIABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

EQUITABLE VARIABLE LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements are prepared in conformity
with generally accepted accounting principles ("GAAP").

The accompanying consolidated financial statements include the accounts of
Equitable Variable Life and its subsidiaries, (collectively "EVLICO").

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.

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 1995 presentation.

Accounting Changes

New Accounting Pronouncements

Valuation of Investments

F-5
<PAGE>

Mortgage loans on real estate are stated at unpaid principal balances, net of
unamortized discounts and valuation allowances. Effective with the adoption
of SFAS No. 114 on January 1, 1995, the valuation allowances are based on the
present value of expected future cash flows discounted at the loan's original
effective interest rate or the collateral value if the loan is collateral
dependent. However, if foreclosure is or becomes probable, the measurement
method used is collateral value. Prior to the adoption of SFAS No. 114, the
valuation allowances were 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 management believed may not be collectible in full. In
establishing valuation allowances, management previously considered, among
other things, the estimated fair value of the underlying collateral.

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 current estimated fair value, net of
disposition costs, or depreciated cost.

Policy loans are stated at unpaid principal balances.

Common 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 includes 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.

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 policyholders' account
balances for mortality charges, policy administration charges and surrender
charges. Policy benefits and claims that are charged to expenses include
benefit claims incurred in the period in excess of related policyholders'
account balances.

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 effect on the amortization
of deferred policy acquisition costs of revisions to estimated gross profits
is reflected in earnings in the period such estimated gross profits are
revised. The effect on the deferred policy acquisition cost asset that would
result from realization of unrealized gains (losses) is recognized with an
offset to unrealized gains (losses) in consolidated shareholder's equity as
of the balance sheet date.

Amortization charged to income amounted to $199.0 million, $200.2 million and
$135.5 million for the years ended December 31, 1995, 1994 and 1993,
respectively.

F-6
<PAGE>

Policyholders' Account Balances and Future Policy Benefits

Federal Income Taxes

Separate Accounts

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.

F-7
<PAGE>

3. INVESTMENTS

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

GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
---------------- ----------------- ----------------- ---------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
December 31, 1995
-----------------
Fixed Maturities:
Available for Sale:
Corporate................................. $ 3,053.5 $ 101.0 $ 22.0 $ 3,132.5
Mortgage-backed........................... 573.9 7.7 .4 581.2
U.S. Treasury securities and U.S. government
and agency securities.................. 569.2 9.2 2.6 575.8
States and political subdivisions......... 4.3 .1 -- 4.4
Foreign governments....................... 16.2 .8 -- 17.0
Redeemable preferred stock................ 56.8 3.7 5.1 55.4
---------------- ----------------- ----------------- ---------------

Total Available for Sale.................... $ 4,273.9 $ 122.5 $ 30.1 $ 4,366.3
================ ================= ================= ===============

Equity Securities:
Common stock................................ $ 36.2 $ 10.3 $ 4.7 $ 41.8
================ ================= ================= ===============

Total Available for Sale.................... $ 2,287.2 $ 7.3 $ 155.7 $ 2,138.8
================ ================= ================= ===============

Total Held to Maturity...................... $ 2,008.5 $ 12.0 $ 115.7 $ 1,904.8
================ ================= ================= ===============

Equity Securities:
Common stock................................ $ 42.0 $ 10.1 $ 9.4 $ 42.7
================ ================= ================= ===============
</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, 1995 and 1994, respectively,
securities without a readily ascertainable market value having an amortized
cost of $1,233.7 million and $1,571.5 million, respectively, had estimated
fair values of $1,291.1 million and $1,512.2 million, respectively.

F-8
<PAGE>

The contractual maturity of bonds at December 31, 1995 are shown below:

<TABLE>
<CAPTION>
AVAILABLE FOR SALE
------------------------------------

AMORTIZED ESTIMATED
COST FAIR VALUE
----------------- ----------------

Total............................................................................... $ 4,217.1 $ 4,310.9
================= ================
</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 prepayment penalties.

Investment valuation allowances and changes thereto are shown below:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
----------------- ----------------- -----------------
(IN MILLIONS)

Total.......................................................... $ 65.7 $ 68.5 $ 87.3
================= ================= =================
</TABLE>

At December 31, 1995, 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 $21.5 million of fixed
maturities and $29.1 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, 1995,
approximately 11.0% of the $4,217.2 million aggregate amortized cost of bonds
held by EVLICO were 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
$13.7 million and $13.3 million at December 31, 1995 and 1994, respectively,
of such restructured securities. The December 31, 1994 amount includes 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. Gross interest income that would have been
recorded in accordance with the original terms of restructured fixed
maturities amounted to $1.4 million, $1.1 million and $2.2 million in 1995,
1994 and 1993, respectively. Gross interest income on these fixed maturities
included in net investment income aggregated $1.4 million, $1.0 million and
$1.5 million in 1995, 1994 and 1993, respectively.

F-9
<PAGE>

At December 31, 1995 and 1994, 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 $36.0 million (4.6% of total mortgage loans on real estate)
and $35.2 million (3.9% 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 $173.5 million and $130.8
million at December 31, 1995 and 1994, 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 $16.1 million,
$12.3 million and $13.9 million in 1995, 1994 and 1993, respectively. Gross
interest income on these loans included in net investment income aggregated
$14.0 million, $11.4 million and $11.5 million in 1995, 1994 and 1993,
respectively.

Impaired mortgage loans (as defined under SFAS No. 114) along with the
related provision for losses were as follows:

DECEMBER 31, 1995
------------------
(IN MILLIONS)

Impaired mortgage loans with provision for losses.... $ 99.0
Impaired mortgage loans with no provision for losses. 24.5
------------------

Recorded investment in impaired mortgage loans....... 123.5
Provision for losses................................. 14.5
------------------

Net Impaired Mortgage Loans.......................... $ 109.0
==================

Impaired mortgage loans with no provision for losses are loans where the fair
value of the collateral or the net present value of the loan equals or
exceeds the recorded investment. Interest income earned on loans where the
collateral value is used to measure impairment is recorded on a cash basis.
Interest income on loans where the present value method is used to measure
impairment is accrued on the net carrying value amount of the loan at the
interest rate used to discount the cash flows. Changes in the present value
attributable to changes in the amount or timing of expected cash flows are
reported as investment gains or losses.

During the year ended December 31, 1995, EVLICO's average recorded investment
in impaired mortgage loans was $99.2 million. Interest income recognized on
these impaired mortgage loans totaled $8.2 million for the year ended
December 31, 1995, including $2.2 million recognized on a cash basis.

EVLICO's investment in equity real estate is through direct ownership and
through investments in real estate joint ventures. At December 31, 1995 and
1994, the carrying value of equity real estate available for sale amounted to
$55.6 million and $138.4 million, respectively. For the years ended December
31, 1995, 1994 and 1993, respectively, real estate of $12.2 million, $59.0
million and $92.1 million was acquired in satisfaction of debt. At December
31, 1995 and 1994, EVLICO owned $196.6 million and $230.5 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 $51.0 million and
$51.1 million at December 31, 1995 and 1994, respectively. Depreciation
expense on real estate totaled $12.8 million, $12.7 million and $11.6 million
for the years ended December 31, 1995, 1994 and 1993, respectively.