SEPARATE ACCOUNT FP OF EQUITABLE VARIABLE LIFE INSURANCE CO, S-6EL24, 1996-03-08

SEPARATE ACCOUNT FP OF EQUITABLE VARIABLE LIFE INSURANCE CO
S-6EL24, 1996-03-08

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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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)

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

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

Please send copies of all communications to:

MARY P. BREEN, ESQ. with a copy to:
Vice President and 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

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Securities Being Registered: Units of Interest in Separate Account FP

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Approximate date of proposed public offering: As soon as practicable after the
effective date of the Registration Statement.

Registrant elects to be governed by paragraph (b)(13)(i)(A) of Rule 6e-3(T)
under the Investment Company Act of 1940 with respect to the policy described in
the Prospectus.

An indefinite amount of the Registrant's securities has been registered pursuant
to a declaration, under Rule 24f-2 under the Investment Company Act of 1940, set
out in the Form S-6 Registration Statement contained in File No. 2-98590. The
Registrant filed a Rule 24f-2 Notice for the December 31, 1995 fiscal year end
on February 27, 1996.

The registrant hereby amends this Registration Statement under the Securities
Act of 1933 on such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.

<PAGE>

SEPARATE ACCOUNT FP OF

EQUITABLE VARIABLE LIFE INSURANCE COMPANY

Reconciliation and Tie
----------------------

Incentive Life Protector(TM)

Items of
Form N-8B-2* Captions in Prospectus
- ------------ ----------------------

1 Summary Of Incentive Life Protector Features - Putting Money
Into The Policy.

2 Part 1: The Company That Issues Incentive Life Protector.

3 Inapplicable.

4 Part 3: Distribution; Part 1: Our Parent, Equitable.

5, 6 Part 1: The Separate Account.

7 Inapplicable.**

8 Inapplicable.**

9 Part 3: Legal Proceedings.

10(a) Part 3: Your Beneficiary, Assigning Your Policy.

10(b) Part 2: How We Determine The Unit Value; Part 3: Dividends.

10(c), 10(d) Part 2: Death Benefits; Changing The Face Amount;
Maturity Benefit; Transfers Of Policy Account Value;
Telephone Transfers; Borrowing From Your Policy Account;
Partial Withdrawals And Surrender; Part 3: Your Payment
Options; Assigning Your Policy; When We Pay Policy
Proceeds.

- ----------
*Registrants include this Reconciliation and Tie in their Registration Statement
in compliance with Instruction 4 as to the Prospectus as set out in Form S-6.
Separate Account FP is an investment company registered under the Investment
Company Act of 1940 on a Form N-8B-2 Registration Statement (File No. 811-4388).
Pursuant to Sections 8 and 30(b)(1) of the Investment Company Act of 1940, Rule
30a-1 under the Act, and Forms N-8B-2 and N-SAR under that Act, the Account
keeps its Form N-8B-2 Registration Statement current through the filing of
periodic reports required by the Securities and Exchange Commission.

**Not required pursuant to either Instruction 1(a) as to the Prospectus as set
out in Form S-6 or the administrative practice of the Commission and its staff
of adapting the disclosure requirements of the Commission's registration
statement forms in recognition of the differences between variable life
insurance policies and other periodic payment plan certificates issued by
investment companies and between separate accounts organized as management
companies and unit investment trusts.

-1-

<PAGE>

<TABLE>
<CAPTION>
Items of
Form N-8B-2 Captions in Prospectus
- ----------- ----------------------
<C> <S>
10(e) Part 2: Your Policy Can Terminate; You May
Restore A Policy After It Terminates.

10(f) Part 3: Your Voting Privileges.

10(g)(1), 10(g)(2), 10(h)(1),
10(h)(2) Part 3: Our Right to Change How We Operate; Your Voting
Privileges.

10(g)(3), 10(g)(4), 10(h)(3),
10(h)(4) Inapplicable.**

10(i) Part 1: The Separate Account And The Trust; Part 2:
Amounts In The Separate Account; Tax Effects.

11 Part 1: The Trust; Investment Policies Of The Trust's
Portfolios; The Separate Account.

12(a) Part 1: The Separate Account And The Trust - The Trust.

12(b) Inapplicable.

12(c) Part 1: The Trust.

12(d) Part 3: Distribution.

12(e) Inapplicable.**

13(a) Part 2: Transfers Of Policy Account Value; Partial
Withdrawals; Deductions and Charges.

13(b), 13(c), 13(g) Inapplicable.** (But see Part 4: Illustrations of Policy
Benefits).

13(d) Part 3: Special Circumstances.

13(e), 13(f) Inapplicable.

14 Part 2: Flexible Premiums; Policy Periods, Anniversaries, Dates And
Ages.

15 . Part 2: Flexible Premiums; Policy Periods, Anniversaries, Dates And
Ages.

16 Part 1: The Separate Account; Transfers Out Of The
Guaranteed Interest Account; Part 2: Amounts In The
Separate Account; Transfers Of Policy Account Value;
Repaying The Loan.
</TABLE>

-2-

<PAGE>

<TABLE>
<CAPTION>
Items of
Form N-8B-2 Captions in Prospectus
- ----------- ----------------------
<S> <C>
17(a), 17(b) Captions referenced under Items 10(c), 10(d) and 10(e)
above.

17(c) Inapplicable.**

18(a) Part 2: How We Determine The Unit Value.

18(b), 18(d) Inapplicable.

18(c) Part 2: How We Determine The Unit Value; Tax Effects - Our Taxes

19 Part 3: Our Reports To Policyowners; Distribution; and Your Voting
Privileges.

20(a) Captions referenced under Items 10(g)(1), 10(g)(2), 10(h)(1),
and 10(h)(2).

20(b), 20(c), 20(d), 20(e), 20(f) Inapplicable.

21(a), 21(b) Part 2: Borrowing From Your Policy Account.

21(c) Inapplicable.**

22 Part 3: Limits On Our Right To Challenge The Policy.

23 Inapplicable.

24 Part 1; Part 2; Part 3.

25 Part 1: Equitable Variable.

26(a), 26(b) Inapplicable.**

27 Part 1: Equitable Variable; Part 3: Distribution.

28 Part 3: Management.

29 Part 1: Equitable Variable.

30 Inapplicable.

31, 32, 33, 34 Inapplicable.**

35 Part 3: Regulation.

36 Inapplicable.**

37 Inapplicable.

38 Part 3: Distribution.
</TABLE>

-3-

<PAGE>

<TABLE>
<CAPTION>
Items of
Form N-8B-2 Captions in Prospectus
- ----------- ----------------------
<S> <C>
39(a) Part 1: Equitable Variable; Our Parent, Equitable.

39(b) Part 3: Distribution.

40(a) Inapplicable.** (But see Part 3: Distribution.)

40(b) Inapplicable.

41(a) Part 1: Equitable Variable; Our Parent, Equitable; Part 3:
Distribution.

41(b), 41(c), 42 Inapplicable.**

43 Inapplicable.

44(a)(1) Part 2: How We Determine The Unit Value.

44(a)(2) Part 1: The Separate Account: Transfers Out Of The Guaranteed
Interest Account; Part 2: Death Benefits; Maturity Benefit;
Amounts In The Separate Account; How We Determine The
Unit Value; Transfers Of Policy Account Value; Telephone
Transfers; Borrowing From Your Policy Account; Partial
Withdrawals; Surrender For Net Cash Surrender Value; Policy Periods,
Anniversaries, Dates and Ages; Part 3: When We Pay Policy Proceeds.

44(a)(3) Captions referenced under Item 44(a)(2) and Part 2: Your
Policy Account Value.

44(a)(4) Part 2: Our Taxes.

44(a)(5) Part 2: Deductions From Premiums.

44(a)(6) Part 2: Your Policy Account Value; Amounts In The Separate
Account; How We Determine The Unit Value; Part 4:
Illustration Of Policy Benefits.

44(b) Inapplicable.**

44(c) Part 3: Special Circumstances.

45 Inapplicable.

46(a) Captions referenced under Item 44(a) above.

46(b) Inapplicable.**

47, 48, 49 Inapplicable.
</TABLE>

-4-

<PAGE>

<TABLE>
<CAPTION>
Items of
Form N-8B-2 Captions in Prospectus
- ----------- ----------------------
<S> <C>
50 Part 1: The Separate Account.

51(a) - (j) Inapplicable.**

52(a), 52(c) Part 3: Our Right To Change How We Operate.

52(b), 52(d) Inapplicable.

53(a) Part 2: Our Taxes.

53(b), 54 Inapplicable.

55 Inapplicable.**

56 - 59 Inapplicable.**
</TABLE>

-5-

37744-1

<PAGE>

INCENTIVE LIFE
PROTECTOR(TM)

Prospectus Dated August 1, 1996

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

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

<TABLE>
<C> <C> <C>
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 for a period of time, regardless of
investment performance, through the no lapse guarantee provision.

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

Your Equitable agent can provide you with information about all forms of life
insurance available from us and Equitable and help you decide which may best
meet your needs. Replacing existing insurance with an Incentive Life Protector
or another 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 PROTECTOR. 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.

VM 517

<PAGE>

TABLE OF CONTENTS

PAGE
----
SUMMARY OF INCENTIVE LIFE PROTECTOR FEATURES...........................1
PART 1 -- DETAILED INFORMATION ABOUT EQUITABLE VARIABLE AND
INCENTIVE LIFE PROTECTOR INVESTMENT CHOICES.........................5
THE COMPANY THAT ISSUES INCENTIVE LIFE PROTECTOR.............5
Equitable Variable.........................................5
Our Parent, Equitable......................................5
THE SEPARATE ACCOUNT AND THE TRUST...........................5
The Separate Account.......................................5
The Trust..................................................5
The Trust's Investment Adviser.............................5
Investment Policies Of The Trust's Portfolios..............6
THE GUARANTEED INTEREST ACCOUNT..............................7
Adding Interest In The Guaranteed Interest Account ........7
Transfers Out Of The Guaranteed Interest Account ..........7
PART 2 -- DETAILED INFORMATION ABOUT INCENTIVE LIFE PROTECTOR .........8
FLEXIBLE PREMIUMS............................................8
Planned Periodic Premiums
And No Lapse Guarantee Premiums..........................8
Premium And Monthly Charge Allocations.....................8
DEATH BENEFITS...............................................8
Guaranteeing The Death Benefit ............................9
CHANGES IN INSURANCE PROTECTION..............................9
Changing The Face Amount...................................9
Changing The Death Benefit Option.........................10
Substitution Of Insured Person............................10
When Policy Changes Go Into Effect........................10
MATURITY BENEFIT............................................10
LIVING BENEFIT OPTION.......................................10
ADDITIONAL BENEFITS MAY BE AVAILABLE........................11
YOUR POLICY ACCOUNT VALUE...................................11
Amounts In The Separate Account...........................11
How We Determine The Unit Value...........................11
Transfers Of Policy Account Value.........................11
Automatic Transfer Service................................11
Telephone Transfers.......................................12
Charge For Transfers......................................12
BORROWING FROM YOUR POLICY ACCOUNT..........................12
How To Request A Loan.....................................12
Policy Loan Interest......................................12
When Interest Is Due......................................13
Repaying The Loan.........................................13
The Effects Of A Policy Loan..............................13
PARTIAL WITHDRAWALS AND SURRENDER...........................13
Partial Withdrawals.......................................13
Surrender For Net Cash Surrender Value....................13
DEDUCTIONS AND CHARGES......................................14
Deductions From Premiums..................................14
Deductions From Your Policy Account.......................14
Charge Against The Separate Account.......................15
Trust Charges.............................................15
Surrender Charge..........................................15
ADDITIONAL INFORMATION ABOUT
INCENTIVE LIFE PROTECTOR..................................16
Your Policy Can Terminate.................................16
You May Restore A Policy After It Terminates..............16
Policy Periods, Anniversaries, Dates And Ages.............16
TAX EFFECTS.................................................17
Policy Proceeds...........................................17
Diversification...........................................18
Policy Changes............................................18
Tax Changes...............................................18
Estate And Generation Skipping Taxes......................19
Pension And Profit-Sharing Plans..........................19
Other Employee Benefit Programs...........................19
Our Taxes.................................................19
When We Withhold For Taxes................................19
PART 3 -- ADDITIONAL INFORMATION......................................19
YOUR VOTING PRIVILEGES......................................19
Trust Voting Privileges...................................19
How We Determine Your Voting Shares.......................20
Separate Account Voting Rights............................20
OUR RIGHT TO CHANGE HOW WE OPERATE..........................20
OUR REPORTS TO POLICYOWNERS.................................20
LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY.................20
YOUR PAYMENT OPTIONS........................................21
YOUR BENEFICIARY............................................21
ASSIGNING YOUR POLICY.......................................21
WHEN WE PAY POLICY PROCEEDS.................................21
DIVIDENDS...................................................21
REGULATION..................................................22
SPECIAL CIRCUMSTANCES.......................................22
DISTRIBUTION................................................22
LEGAL PROCEEDINGS...........................................22
ACCOUNTING AND ACTUARIAL EXPERTS............................22
ADDITIONAL INFORMATION......................................22
MANAGEMENT..................................................23
PART 4 -- ILLUSTRATIONS OF POLICY BENEFITS............................25
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

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

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

<PAGE>

WHAT IS VARIABLE LIFE INSURANCE?

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

What sets variable life insurance apart from universal life and whole life is
that variable life insurance allows the policyowner to direct premiums to
different mutual fund options. This enables a policyowner to harness the growth
potential of, for example, the equity markets, but the policyowner also bears
the risk of investment losses. In contrast, whole life insurance provides a
minimum guaranteed cash value and universal life applies a minimum guaranteed
interest rate to premiums. Some variable life insurance policies offer some of
the other features of universal or whole life such as premium flexibility
(universal life), face amount increases (universal life) or death benefit
guarantees (whole life).

Equitable Variable and its parent, Equitable, offer an array of permanent cash
value insurance products, including other variable life insurance products, and
your Equitable agent can help you determine which product best suits your
insurance needs.

SUMMARY OF INCENTIVE LIFE PROTECTOR 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 8.

POLICY ACCOUNT

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

o Transfers can be made among the various funding options, BUT TRANSFERS OUT OF
THE GUARANTEED INTEREST ACCOUNT CAN ONLY BE MADE DURING A LIMITED TIME AND IN
LIMITED AMOUNTS. See TRANSFERS OUT OF THE GUARANTEED INTEREST ACCOUNT on page
7 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 11.

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
7.

TAKING MONEY OUT OF THE POLICY

o Loans may be taken against 90% of a policy's Cash Surrender Value (Policy
Account value less any applicable surrender charge) subject to certain
conditions. Loan interest accrues daily at a rate determined annually.
Currently, amounts set aside to secure the loan earn interest at a rate 1%
lower than the rate charged for policy loan interest. See BORROWING FROM YOUR
POLICY ACCOUNT on page 12.

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 13.

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 13.

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 8.

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

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

NO LAPSE GUARANTEE PROVISION

o The no lapse guarantee provision guarantees that, under certain conditions,
the policy will remain in force for fifteen or twenty years, depending on the
insured person's issue age, even if the Net Cash Surrender Value is
insufficient to pay the monthly policy charges. See GUARANTEEING THE DEATH
BENEFIT on page 9 for a description of the conditions that apply.

1
<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 10.

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 10.

ADDITIONAL BENEFITS

o Disability waiver; accidental death; term insurance on an additional insured
person; children's term insurance; option to purchase additional insurance;
and cost of living riders are available. See ADDITIONAL BENEFITS MAY BE
AVAILABLE on page 11.

DEDUCTIONS AND CHARGES

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

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

o Premium Sales Charge equal to 6% of premiums paid.

FROM THE POLICY ACCOUNT (See DEDUCTIONS FROM YOUR POLICY ACCOUNT on page 14.)

o Administrative charge during the first policy year equal to $25 per month.
During subsequent years, the monthly administrative charge is currently equal
to $6 (subject to $10 per month maximum).

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

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

FROM THE SEPARATE ACCOUNT

o Charge for certain mortality and expense risks equal to .80% per annum.

SURRENDER CHARGE (See SURRENDER CHARGE on page 15.)

o A 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, an additional Surrender Charge will
generally apply to the amount of the increase for fifteen years beginning on
the effective date of increase.

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

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

VARIATIONS

o Equitable Variable is subject to the insurance laws and regulations in every
jurisdiction in which Incentive Life Protector 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 Protector may also vary where special
circumstances result in a reduction in our costs.

ADDITIONAL INFORMATION

CANCELLATION RIGHT

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

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

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

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 no lapse guarantee provision is
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

2
<PAGE>

additional evidence of insurability. See YOUR POLICY CAN TERMINATE on page 16
and YOU MAY RESTORE A POLICY AFTER IT TERMINATES on page 16.

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 17.

HUDSON RIVER TRUST RATES OF RETURN
The rates of return shown below are based on the actual investment performance
of The Hudson River Trust portfolios, after deduction for investment management
fees and direct operating expenses of the Trust, for periods ending June 30,
1996. The historical performance of the Common Stock and Money Market Portfolios
for periods prior to March 22, 1985 has been adjusted to reflect current
investment management fees of .40% per annum and estimated direct operating
expenses of the Trust of .10% per annum. The Common Stock Portfolio and its
predecessors have been in existence since 1976.

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

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

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

<TABLE>
<CAPTION>
RATES OF RETURN FOR PERIODS ENDING JUNE 30, 1996
------------------------------------------------------------------------------
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(b).....................
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.
(b) Unannualized.
</FN>
</TABLE>

Additional investment performance information appears in the attached Trust
prospectus.

ILLUSTRATIONS OF POLICY ACCOUNT AND CASH SURRENDER VALUES BASED ON HISTORICAL
INVESTMENT RESULTS. The table on the next page was developed to demonstrate how
the actual investment experience of the Trust and its predecessors would have
affected the Policy Account value and Cash Surrender Value of hypothetical
Incentive Life Protector policies held for specified periods of time. The table
illustrates premiums, Policy Account values and Cash Surrender Values of twelve
hypothetical Incentive Life Protector 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 $150,000 face amount and a $2,000
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 Policy Account and Cash Surrender Value
would have been after one policy year, after five policy years, after 10 policy
years and on June 30, 1996.

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

3
<PAGE>

ILLUSTRATIONS OF INCENTIVE LIFE PROTECTOR POLICY ACCOUNT AND CASH SURRENDER
VALUES BASED ON HISTORICAL INVESTMENT RESULTS, $150,000 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>
THE FIXED INCOME SERIES:
- ----------------------------

Money Market................
Int. Gov't 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............
</TABLE>

<TABLE>
<CAPTION>
AT THE END OF THE TENTH YEAR JUNE 30, 1996
------------------------------------ -------------------------------------
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>
THE FIXED INCOME SERIES:
- ----------------------------

Money Market................
Int. Gov't Securities.......
Quality Bond................
High Yield..................

THE ASSET ALLOCATION SERIES:
- ----------------------------
Conservative Investors......
Balanced....................
Growth Investors............
</TABLE>

THE NO LAPSE GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $[ ].

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

4
<PAGE>

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

THE COMPANY THAT ISSUES INCENTIVE LIFE PROTECTOR

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 $[ ] billion face amount of
variable life insurance in force.

OUR PARENT, EQUITABLE. Equitable, a New York stock life insurance company, has
been in business since 1859. Equitable is a wholly-owned subsidiary of The
Equitable Companies Incorporated (the Holding Company). The largest stockholder
of the Holding Company is AXA, a French insurance holding company. AXA
beneficially owns 60.5% of the outstanding shares of common stock of the Holding
Company plus convertible preferred stock. Under its investment arrangements with
Equitable and the Holding Company, AXA is able to exercise significant influence
over the operations and capital structure of the Holding Company, Equitable and
their subsidiaries. AXA is the principal holding company for most of the
companies in one of the largest insurance groups in Europe. The majority of
AXA's stock is controlled by a group of five French mutual insurance companies.
Equitable, the Holding Company and their subsidiaries managed approximately $[ ]
billion 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.

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

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

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

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

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

Aggressive Stock and Intermediate Government Securities.... .500% .475% .450%

High Yield, Global, Conservative Investors and
Growth Investors........................................ .550% .525% .500%
- ------------------------------------------------------------------------------------------------------------
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
DAILY AVERAGE NET ASSETS
------------------------------------------
FIRST NEXT
$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:

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

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

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

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

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

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

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

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

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

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

6
<PAGE>

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 Protector 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 10.

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 accrues and is credited 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 12. 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 transfer amount is

7
<PAGE>

$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 PROTECTOR

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 14. You may choose to pay a higher initial premium.

The full minimum initial premium 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 minimum 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 minimum initial premium with your application, we may,
subject to certain conditions, provide a limited amount of temporary insurance
on the proposed insured. You may review a copy of our Temporary Insurance
Agreement on request.

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

We may return premium payments if we determine based upon our interpretation of
current tax rules that they would cause your policy to become a modified
endowment contract or to cease to qualify as life insurance under Federal income
tax law. We may also make such changes to the policy as we deem necessary to
continue to qualify the policy as life insurance. See TAX EFFECTS on page 17 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 NO LAPSE GUARANTEE PREMIUMS. Although premiums are
flexible, the Policy Information Page will show a "planned" periodic premium and
"no lapse guarantee premiums." We measure actual premiums against no lapse
guarantee premiums to determine whether the no lapse guarantee provision will
prevent the policy from going into default.

No lapse guarantee 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. No lapse guarantee 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 no lapse guarantee premiums to increase each year. We reserve
the right to limit the amount of any premium payments which are in excess of the
greater of your initial planned periodic premium or no lapse guarantee premium.

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 no lapse guarantee premiums. Neither the planned premium nor the no lapse
guarantee 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 16.

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 11.

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.

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.

8
<PAGE>

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
for a period of time from issue, 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 no lapse guarantee
provision will last for twenty policy years if the issue age of the insured
person is 59 or younger and fifteen policy years if the issue age of the insured
person is 60 or older.

If your policy's Net Cash Surrender Value is insufficient to pay the monthly
deductions, we compare the no lapse guarantee 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 no lapse guarantee premium fund and any policy loan plus
accrued interest does not exceed the Cash Surrender Value. The no lapse
guarantee premium fund for any policy month is the accumulation of the no lapse
guarantee premiums shown on the Policy Information Page up to that month, at 4%
interest. The actual premium fund for any policy month is the accumulation of
all the premiums actually paid under the policy at 4% interest, less all
withdrawals accumulated at 4% interest.

CHANGES IN INSURANCE PROTECTION

CHANGING THE FACE AMOUNT. You may request an increase in the Face Amount after
the first policy year and a decrease after the second policy year. You must send
your signed written request to our Administrative Office. See TAX EFFECTS on
page 17 for the tax consequences of changing the Face Amount. If disability
waiver goes into effect (see ADDITIONAL BENEFITS MAY BE AVAILABLE on page 11),
we will not permit any Face Amount change. Any change will be subject to our
approval and the following conditions:

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
14. 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. No lapse guarantee premiums as well as
monthly deductions from your Policy Account for the cost of insurance 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 15.

A Surrender Charge will generally be applicable to a Face Amount increase for
fifteen years from the effective date of 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 CHARGE on page 15.

You will have the right to cancel the Face Amount increase within the later of
(1) 45 days after the application for the increase is signed, (2) 10 days after
receipt of a new Policy Information Page showing the increase and (3) 10 days
after we mail or personally deliver a Notice of Cancellation Right. If you
cancel the increase we will reverse any charges attributable to the increase and
recalculate the Policy Account value, Cash Surrender Value and Surrender Charge
to what they would have been had the increase not taken place. No Surrender
Charge

9
<PAGE>

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. No lapse guarantee premiums as well as monthly deductions
from your Policy Account for the cost of insurance will generally decrease,
beginning on the date the decrease in Face Amount takes effect.

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 Surrender Charge from the Policy Account. Assuming you have not
previously changed the Face Amount, the pro rata Surrender Charge 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
Charge. 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 14 and SURRENDER CHARGE on page 15.

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 17 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. We may not allow
such a change if it would reduce the Face Amount below the minimum required to
issue this policy at the time of the reduction. We may require evidence of
insurability to make the change.

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

These increases and decreases in Face Amount are made so that the amount of the
death benefit remains the same on the date of the change. When the death benefit
remains the same, there is no change in the net amount at risk, which is the
amount on which cost of insurance charges are based (see COST OF INSURANCE
CHARGE on page 14). If your death benefit is determined by a percentage multiple
of the Policy Account, however, the new Face Amount will be determined
differently. 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 Charge. 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.

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 17.

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 17 and YOUR PAYMENT
OPTIONS on page 21.

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 12.

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

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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 17 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 benefit, accidental death benefit, children's term insurance, term
insurance on an additional insured person, option to purchase additional
insurance and a cost of living rider.

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 Cost of Living rider provides for scheduled automatic Face Amount increases,
within limits, that reflect increases in the cost of living as measured by the
Consumer Price Index. These Face Amount increases will result in a change to
your no lapse guarantee premium, and we may establish an additional Surrender
Charge corresponding to the increased amount. See SURRENDER CHARGE on page 15.
See also Tax Effects on page 17 for the tax consequencies of a Face Amount
increase.

YOUR POLICY ACCOUNT VALUE

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

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 received 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
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 at an annual rate of .80%. See CHARGES AGAINST THE SEPARATE ACCOUNT on
page 15. Finally, we reserve the right to subtract any daily charge for taxes or
amounts set aside as a reserve for taxes.

TRANSFERS OF POLICY ACCOUNT VALUE. You may request a transfer of amounts among
Funds or to the Guaranteed Interest Account either by telephone or by submitting
a written, signed request. Special rules apply to transfers out of the
Guaranteed Interest Account and to telephone transfers. See TRANSFERS OUT OF THE
GUARANTEED INTEREST ACCOUNT on page 7 and TELEPHONE TRANSFERS on page 12.

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

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

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

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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
16.

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

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

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

Telephone transfers may be requested on each day we are open to transact
business. You will receive the Fund's unit values as of the close of business on
the day you call. We do not accept telephone transfer requests after 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. Transfers made through the Automatic
Transfer Service or on the Allocation Date will not count toward the twelve free
transfers. No charge will ever apply to the transfer of all of your amounts in
the Separate Account to the Guaranteed Interest Account.

BORROWING FROM YOUR POLICY ACCOUNT

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

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

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

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

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

When you borrow on your policy, the amount of your loan is set aside in the
Guaranteed Interest Account where it earns a declared rate for loaned amounts.
The interest rate we credit to the loaned portion of the Guaranteed Interest
Account will be at an annual rate up to 2% less

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<PAGE>

than the loan interest rate we charge. However, we reserve the right to credit a
lower rate than this if tax laws change such that our taxes on policy loans or
policy loan interest are increased.

Under our current rules, the rate we credit on loaned amounts for the first
fifteen policy years is 1% less than the rate we charge for policy loan
interest, and beginning in the sixteenth policy year, the rate difference drops
from 1% to 1/4 of 1%. Because Incentive Life Protector was offered for the first
time in 1996, no reduction in the rate difference in the sixteenth policy year
has yet been attained. These rate differentials are those currently in effect
and are not guaranteed. Interest credited on loaned amounts will never be less
than 4%.

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

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

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 17 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. A loan may prevent the no lapse
guarantee provision from keeping the policy out of default. See YOUR POLICY CAN
TERMINATE on page 16.

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. If you
do not specifically indicate, we will make the withdrawal and deduct the related
expense charge on the basis of your deduction allocation percentages. If we
cannot make the withdrawal and deduct the expense charge in the manner discussed
above, we will make the withdrawal and deduction based on the proportions of
your unloaned amounts in the Guaranteed Interest Account and the Funds to the
total unloaned value of your Policy Account.

A partial withdrawal reduces the amount you have in your Policy Account and Cash
Surrender Value on a dollar-for-dollar basis. Normally, it also reduces the
death benefit on a dollar-for-dollar basis, but generally 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 8. 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 17 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
CHARGE on page 15. 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. In addition to your express instruction to
surrender the policy, your request must include the policy number, your name,
the name of the insured person, and the address where proceeds should be mailed.
You, as the owner, must sign the request. The request must also be signed by any
joint owner, collateral assignee or irrevocable beneficiary. If you do not want
income tax withheld from the Net Cash Surrender Value you should also include a

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completed withholding authorization (I.R.S. Form W-9). We make available a
surrender request form that you can obtain from our Administrative Office or
your Equitable agent. See TAX EFFECTS on page 17 for the tax consequences of a
surrender.

We will deduct from the Net Cast Surrender Value any amount securing a Living
Benefit payment. We will compute the Net Cash Surrender Value as of the date we
receive your written surrender request and the policy at our Administrative
Office. All insurance coverage under your policy will end on that date.

DEDUCTIONS AND CHARGES

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

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

This charge may be increased or decreased to reflect any changes in applicable
taxes. In addition, if an insured person changes his or her place of residence,
you should notify us to change the charge to reflect the new jurisdiction. Any
change will take effect on the next 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 Protector, 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 Surrender Charge we might collect and any profit we may earn
on the charges deducted under the policy. See SURRENDER CHARGE on page 15. The
Premium Sales Charge is equal to 6% of premiums paid.

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 during the first policy year is
equal to $25 per month. During subsequent years, the monthly administrative
charge is currently equal to $6 (subject to $10 per month maximum).

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 and
the amount in your Policy Account.

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

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

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.
Because Incentive Life Protector was offered for the first time in 1996, 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 Protector 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
Protector policies in this state are based on the Commissioner's 1980 Standard
Ordinary SB Smoker and NB Non-Smoker Mortality Table.

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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 Protector 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.

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 13, CHANGING THE FACE AMOUNT on page 9, SUBSTITUTION
OF INSURED PERSON on page 10, LIVING BENEFIT OPTION on page 10 and TRANSFERS OF
POLICY ACCOUNT VALUE on page 11. 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 25.

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

Changes. Any changes in the cost of insurance rates, charges for additional
benefits, Premium Sales Charge, mortality and expense risk charge or
administrative charges will be by class of insured person and will be based on
changes in future expectations about such factors as investment earnings,
mortality, the length of time policies will remain in effect, expenses and
taxes. We reserve the right to make a charge in the future for taxes or reserves
set aside for taxes, which would reduce the investment experience of the Funds.
See TAX EFFECTS on page 17.

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 11.

A charge for assuming MORTALITY AND EXPENSE RISKS will be made. The annual rate
is .80%. We are committed to fulfilling our obligations under the policy and
providing service to you over the lifetime of your policy. Despite the
uncertainty of future events, we guarantee that monthly administrative and cost
of insurance deductions from your Policy Account will never be greater than the
maximum amounts shown in your policy. In making this guarantee, we assume the
mortality risk that insured persons will live for shorter periods than we
estimated. When this happens, we have to pay a greater amount of death benefit
than we expected to pay in relation to the cost of insurance charges we
received. We also assume the expense risk that the cost of issuing and
administering policies will be greater than we expected. If the amount collected
from this charge exceeds losses from the risks assumed, it will be to our
profit.

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

SURRENDER CHARGE. 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 Surrender Charge
(which is a contingent deferred sales load). See also PREMIUM SALES CHARGE on
page 14. This charge is contingent because you pay it only if you surrender your
policy, reduce its Face Amount or it terminates. This charge is deferred because
we do not deduct it from your premiums. Because the Surrender Charge is
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 the maximum
Surrender Charge appears on the Policy Information Page.

Assuming you have not previously changed the Face Amount, the pro rata Surrender
Charge 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 Charge. 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.

To determine the 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.
The maximum 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 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 Surrender Charge attributable to the base
policy expires.

Subject to the maximum, the Surrender Charge is calculated based on your actual
premium payments. The Surrender Charge is equal to 24% of premiums paid in the
first policy year up to one target premium, and 3% of premiums paid thereafter
through the fifteenth policy year.

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.

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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 options but including increases resulting from the cost of living
rider), we will establish an additional Surrender Charge corresponding to the
increased amount. An additional target premium attributable to the increase will
be established and the additional 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 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.

ADDITIONAL INFORMATION ABOUT INCENTIVE LIFE PROTECTOR

YOUR POLICY CAN TERMINATE. Your insurance coverage under Incentive Life
Protector 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 no lapse guarantee
provision is in effect. See GUARANTEEING THE DEATH BENEFIT on page 9.

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

If we do not receive payment within the 61 days, your policy will terminate
without value. We will withdraw any amount left in your Policy Account and apply
this amount to the overdue deductions, any applicable Surrender Charge 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 17 for the potential tax consequences of the termination of a policy.

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

From the required payment we will deduct the charge for applicable taxes and the
Premium Sales Charge. On the effective date of restoration, the Policy Account
will be equal to the balance of the required payment plus a Surrender Charge
credit. This credit will be equal to the Surrender Charge that was deducted on
the date of default, but not greater than the applicable Surrender Charge 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 17
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 Protector policy is completed and submitted to us, we decide
whether or not to issue the policy. This decision is made based on the
information in the application and our standards for issuing insurance and
classifying risks. If we decide not to issue a policy, any premium paid will be
refunded.

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

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

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

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

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

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 minimum initial premium is received at our
Administrative Office before the Register Date. Otherwise, the investment start
date will be the date the full minimum initial premium is received at our
Administrative Office. Thus, to the extent that your first premium is received
before the Register

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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 full minimum initial premium is
received at our Administrative Office. Any subsequent premium payment received
after the investment start date will begin to experience investment performance
as of the date such payment is received at our Administrative Office. Remember,
the amount of your initial net premium allocated to the Funds may be temporarily
allocated to the Money Market Fund prior to allocation in accordance with your
instructions. See FLEXIBLE PREMIUMS on page 8.

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 Protector
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 Protector 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 Protector will meet these requirements, and that
under Federal income tax law:

o the death benefit received by the beneficiary under your Incentive Life
Protector 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 in income.
See POLICY CHANGES on page 18.

IF YOUR INCENTIVE LIFE PROTECTOR 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

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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.

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

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

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

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 will be treated as the purchase of
a new insurance contract.

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

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

POLICY CHANGES. For you and your beneficiary to receive the tax treatment
discussed above, your policy must initially qualify and continue to qualify as
life insurance under Sections 7702 and 817(h) of the Code. We have reserved in
the policy the right to decline to accept all or part of any premium payments,
decline to change death benefit options, decline 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.

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

PART 3: ADDITIONAL INFORMATION

YOUR VOTING PRIVILEGES

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

Even though we own the shares, to the extent required by the 1940 Act, you will
have the opportunity to tell us how to vote the number of shares that can be
attributed to your policy. We will vote those shares at meetings of Trust
shareholders according to your instructions. If we do not receive instructions
in time from all policyowners, we will vote shares in a portfolio for which no
instructions have been received in the same proportion as we vote shares for
which we have received instructions in that portfolio. We will vote any Trust
shares that we are entitled to vote directly due to amounts we have accumulated
in the Funds in the same proportions that all policyowners vote, including those

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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 Protector from one Fund and put them into another;

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

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

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

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

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

OUR REPORTS TO POLICYOWNERS

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

LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY

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

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

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

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

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

20
<PAGE>

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

YOUR PAYMENT OPTIONS

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

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

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

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

YOUR BENEFICIARY

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

ASSIGNING YOUR POLICY

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

WHEN WE PAY POLICY PROCEEDS

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

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

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

DIVIDENDS

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

21
<PAGE>

REGULATION

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

The Incentive Life Protector policy (Plan No. 96-400) has been filed with and
approved by insurance officials in [50 states, Puerto Rico, the Virgin Islands
and the District of Columbia]. We submit annual reports on our operations and
finances to insurance officials in all the jurisdictions where we sell policies.
The officials are responsible for reviewing our reports to be sure that we are
financially sound.

SPECIAL CIRCUMSTANCES

Equitable Variable may vary the charges and other terms of Incentive Life
Protector where special circumstances result in sales or administrative expenses
or mortality risks that are different than those normally associated with
Incentive Life Protector 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 and Servicing Agreement.
Equico's principal business address is 1755 Broadway, New York, NY 10019. Equico
is registered with the SEC as a broker-dealer under the Securities Exchange Act
of 1934 (the Exchange Act) and is a member of the National Association of
Securities Dealers, Inc. Equico is paid a fee for its services as distributor of
our policies. For 1994 and 1995, Equitable and Equitable Variable paid Equico a
fee of $216,920 and $[ ], 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 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 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 Face Amount increase, commissions on a
portion of the premium will be calculated based on the same rates described
above. Commissions paid to agents based upon refunded premiums may 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 $[ ] 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 [ ], as stated in their reports. The
financial statements of Separate Account FP and Equitable Variable 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 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 Protector policies. They should
not be considered as bearing upon the investment experience of the funds of the
Separate Account.

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

ADDITIONAL INFORMATION

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

22
<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
- ----------------------- -------------------------

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

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

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, Equitable Variable since December, 1993; 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.

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

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

Jerry de St. Paer.................... Senior Investment Officer, Equitable Variable, since April 1995; Director of Equitable
Variable since April 1992. 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>

23
<PAGE>

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

OFFICERS -- DIRECTORS (Continued)
<S> <C>
Joseph J. Melone..................... Chairman of the Board and Chief Executive Officer, Equitable Variable, since November 1990;
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.

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

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

OFFICERS

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

Stephen Hogan........................ Vice President and Controller, Equitable Variable, February 1994 to present. Vice President,
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.

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

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

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

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

24
<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
Protector 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 $2,000 for an initial Face Amount of $150,000
are assumed to be paid at the beginning of each policy year. The illustration
assumes no policy loan has been taken. The difference between the Policy Account
and the Cash Surrender Values in the first fifteen years is the Surrender
Charge. See SURRENDER CHARGE on page 15.

The tables illustrate both current and guaranteed charges. The current charges
include reductions in cost of insurance charges beginning in the tenth policy
year. The tables also assume [ ]% 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
[ ]% per annum for direct Trust expenses. The assumption 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 [ ]%, on 6% it would be [ ]%, and on 12% it would be [
]%. Remember, however, that investment management fees and direct Trust expenses
vary by portfolio. See THE TRUST'S INVESTMENT ADVISER on page 5. The tables also
assume a charge for applicable taxes of 2% of premiums. There are tables for
both death benefit Option A and death benefit Option B.

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

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

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

25
<PAGE>

INCENTIVE LIFE PROTECTOR

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $2,000 INITIAL FACE AMOUNT $150,000
DEATH BENEFIT OPTION A

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

DEATH BENEFIT POLICY ACCOUNT CASH SURRENDER VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF 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 $300,000 $300,000 $300,000
2 300,000 300,000 300,000
3 300,000 300,000 300,000
4 300,000 300,000 300,000
5 300,000 300,000 300,000

6 300,000 300,000 300,000
7 300,000 300,000 300,000
8 300,000 300,000 300,000
9 300,000 300,000 300,000
10 300,000 300,000 300,000

15 300,000 300,000 300,000

20 300,000 300,000 300,000

25 (age 65) $300,000 $300,000

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

<TABLE>
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON CASH SURRENDER VALUES ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF ACCUMULATED ----------------------------- -----------------------------
YEAR PREMIUMS(1) 0% 6% 12% 0% 6% 12%
---- ----------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5

6
7
8
9
10

25 (age 65)

<FN>
(1) Assumes net interest of 5% compounded annually.
</FN>
</TABLE>
THE VALUES WILL DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE NO LAPSE GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $[ ].

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.

26
<PAGE>

INCENTIVE LIFE PROTECTOR

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $2,000 INITIAL FACE AMOUNT $150,000
DEATH BENEFIT OPTION A

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

6 300,000 300,000 300,000
7 300,000 300,000 300,000
8 300,000 300,000 300,000
9 300,000 300,000 300,000
10 300,000 300,000 300,000

15 300,000 300,000 300,000

20 300,000 300,000 300,000

25 (age 65) $300,000 $300,000

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

6
7
8
9
10

25 (age 65)

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

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

THE NO LAPSE GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $[ ].

27
<PAGE>

INCENTIVE LIFE PROTECTOR

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $2,000 INITIAL FACE AMOUNT $150,000
DEATH BENEFIT OPTION B

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

6
7
8
9
10

25 (age 65)

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

6
7
8
9
10

25 (age 65)

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

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

THE NO LAPSE GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $[ ].

28
<PAGE>

INCENTIVE LIFE PROTECTOR

EQUITABLE VARIABLE LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $2,000 INITIAL FACE AMOUNT $150,000
DEATH BENEFIT OPTION B

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

6
7
8
9
10

25 (age 65)

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

6
7
8
9
10

25 (age 65)

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

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

THE NO LAPSE GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $[ ].

29
<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 nearly 700 variable life and annuity funds,
all of which report their data net of investment management fees, direct
operating expenses and separate account level charges.

LONG-TERM MARKET TRENDS

As a tool for understanding how different investment strategies may affect
long-term results, it may be useful to consider the historical returns on
different types of assets. The following chart presents historical return trends
for various types of securities. The information presented, while not directly
related to the performance of the Funds of the Separate Account or the Trust
portfolios, may help to provide a perspective on the potential returns of
different asset classes over different periods of time. By combining this
information with your knowledge of your own financial needs, you may be able to
better determine how you wish to allocate your Incentive Life Protector
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>
LONG-TERM LONG-TERM INTERMEDIATE- CONSUMER
COMMON GOVERNMENT CORPORATE TERM TREASURY PRICE
STOCKS BONDS BONDS BONDS BILLS INDEX
------ ----- ----- ----- ----- -----
FOR THE
FOLLOWING
PERIODS ENDING
12/31/95:

<S> <C> <C> <C> <C> <C> <C>
1 year..................
3 years.................
5 years.................
10 years.................
20 years.................
30 years.................
40 years.................
50 years.................
60 years.................
Since 1926...............
Inflation Adjusted
Since 1926...............
- ----------------------------
<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>

Part II

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

UNDERTAKING PURSUANT TO RULE 484(b)(1) UNDER
THE SECURITIES ACT OF 1933

Equitable Variable's By-Laws provide, in Article VII, as follows:

7.1 Indemnification of Directors, Officers, Employees and Incorporators. To
the extent permitted by the law of the State of New York and subject to all
applicable requirements thereof:

(a) any person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact that he, his
testator or intestate, is or was a director, officer, employee or incorporator
of the Company shall be indemnified by the Company;

(b) any person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact that he, his
testator or intestate serves or served any other organization in any capacity at
the request of the Company may be indemnified by the Company; and

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

Reconciliation and Tie.

The Prospectus consisting of 33 pages.

Undertaking to file reports.

Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933.

The signatures.

II-1

<PAGE>

Written Consents of the following persons:

Mary P. Breen, Vice President and Counsel of Equitable (to be filed by
amendment)

Barbara Fraser, F.S.A., M.A.A.A., Vice President of Equitable (to be filed by
amendment)

Independent Public Accountants (to be filed by amendment)

The following exhibits required by Article IX of Form N-8B-2:

<TABLE>
<S> <C> <C>
* 1-A(1)(a)(i) Certified resolutions re organization of Separate Account FP. (Exhibit 1-A(1)(a) to
original Registration Statement in File No. 2-98590.)

* 1-A(1)(a)(ii) Certified resolutions re divisions of Separate Account FP. (Exhibit 1-A(1)(a)(ii) to
Post-Effective Amendment No. 3 in File No. 2-98590.)

* 1-A(1)(a)(iii) Certified resolution re Asset Allocation Divisions of Separate Account FP.
(Exhibit 1-A(1)(a)(iii) to Post-Effective Amendment No. 15 in File No. 2-98590)

* 1-A(1)(a)(iv) Certified resolution re Short-Term World Income and Intermediate Government Securities
Divisions of Separate Account FP. (Exhibit 1-A(1)(a)(iv) to Post-Effective Amendment
No. 16 in File No. 2-98590.)

* 1-A(1)(a)(v) Certified resolution re Growth and Income and Quality Bond Divisions of Separate
Account FP. (Exhibit 1-A(1)(a)(v) to Post-Effective Amendment No. 20 in File No.
2-98590.)

* 1-A(1)(a)(vi) Certified resolution re Equity Index Division of Separate Account FP.
(Exhibit 1-A(1)(vi) to Post Effective Amendment No. 6 in File No. 33-40590.)

* 1-A(1)(a)(vii) Certified resolution re International Division of Separate Account FP. (Exhibit 1-
A(1)(vii) to Post Effective Amendment No. 2 in File No. 33-83948.)

1-A(2) Inapplicable.

* 1-A(3)(a) See Exhibit 1-A(8).

1-A(3)(b) Form of Broker-Dealer and General Agent Sales Agreement.

* 1-A(3)(c) See Exhibit 1-A(8).

1-A(4) Inapplicable.

1-A(5)(a) Flexible Premium Variable Life Insurance Policy (96-400) (Incentive Life Protector)

*+ 1-A(5)(b) Option to Purchase Additional Insurance Rider (R94-204). (Exhibit 1-A(5)(b) to
original Registration Statement in File No. 33-83948.)

*+ 1-A(5)(c) Disability Rider - Waiver of Monthly Deductions (R94-216). (Exhibit 1-A(5)(f) to
original Registration Statement in File No. 33-83948.)

<FN>
*Incorporated by reference
+ State variations not included
</FN>
</TABLE>

II-2

<PAGE>

<TABLE>
<S> <C> <C>
*+ 1-A(5)(d) Term Insurance Rider on Additional Insured (R90-217).
(Exhibit 1-A(5)(c) to original Registration Statement in File No. 33-40590.)

*+ 1-A(5)(e) Children's Term Insurance Rider (R94-218). (Exhibit 1-A(5)(i) to
original Registration Statement in File No. 33-83948.)

*+ 1-A(5)(f) Accidental Death Benefit Rider (R94-219). (Exhibit 1-A(5)(j) to original Registration
Statement in File No. 33-83948.)

* 1-A(5)(g) Accelerated Death Benefit Rider (R94-102). (Exhibit 1-A(5)(q) to Post-effective
Amendment No. 5 in File No. 33-40590.)

+ 1-A(5)(h) Cost of Living Rider (R96-101).

*+ 1-A(5)(i) Substitution of Insured Rider (R94-212). (Exhibit 1-A(5)(d) to original Registration
Statement in No. 33-83948).

* 1-A(6)(a) Declaration and Charter of Equitable Variable, as amended. (Exhibit 1-A(6)(a) to
original Registration Statement in File No. 2-98590.)

* 1-A(6)(b) By-Laws of Equitable Variable, as amended. (Exhibit 1-A(6)(b) to original
Registration Statement in File No. 2-98590.)

1-A(7) Inapplicable.

* 1-A(8) Distribution and Servicing Agreement among Equico Securities, Inc., Equitable and
Equitable Variable dated as of May 1, 1994 (Exhibit 1-A(8) to Post-Effective
Amendment No. 12 in File No. 33-8237).

1-A(8)(i) Schedule of Commissions.

* 1-A(9)(a) Agreement, dated February 8, 1973, between Equitable Variable and Equitable for
cooperative and joint use of Personnel, Property and Services. (Exhibit 1-A(9)(a) to
original Registration Statement in File No. 2-98590.)

* 1-A(9)(b) Agreement dated as of January 1, 1977, between Equitable and Equitable Variable for
cooperative and joint use of Personnel, Property and Services. (Exhibit 1-A(9)(b) to
original Registration Statement in File No. 2-98590.)

* 1-A(9)(c)(i) Agreement, dated as of April 1, 1976, between Equitable and Equitable Variable
regarding policy changes between the companies (the "Policy Change Agreement").
(Exhibit 1-A(9)(e)(i) to Pre-Effective Amendment No. 1 in File No. 33-8237.)

* 1-A(9)(c)(ii) Amendment, dated August 30, 1982, to the Policy Change Agreement. (Exhibit
1-A(9)(e)(i) to Pre-Effective Amendment No. 1 in File No. 33-8237.)

1-A(10) Application EV4-200Y.
</TABLE>

<TABLE>
<CAPTION>
Other Exhibits:
<S> <C> <C>
2 See Exhibit 1-A(5)(a) above.

3(a) Form of Opinion and Consent of Mary P. Breen, Vice President and Counsel of Equitable
(policy form 96-400.)
<FN>
- -----------------------
* Incorporated by reference
+ State variations not included
</FN>
</TABLE>

II-3

<PAGE>

<TABLE>
<S> <C> <C>
3(b) Form of Opinion and Consent of Barbara Fraser, F.S.A, M.A.A.A., Vice President of
Equitable.

4 Inapplicable.

5 Inapplicable.

** 6 Consent of Independent Public Accountant.

* 7(a) Powers-of-Attorney. (Exhibit 7(e) to Post-Effective Amendment No. 15 in File No.
2-98590.)

* 7(b) Powers-of-Attorney. (Exhibit 7(b) to original Registration Statement in File No.
33-38594).

* 7(c) Powers-of-Attorney. (Exhibit 7(c) to original Registration Statement in File No.
33-40590.)

* 7(d) Powers-of-Attorney. (Exhibit 7(d) to original Registration Statement in File No.
33-47928).

* 7(e) Powers-of-Attorney. (Exhibit 7(e) to Post-Effective Amendment No. 1 in File No. 33-
47928.)

* 7(f) Powers-of-Attorney. (Exhibit 7(f) to Post-Effective Amendment No. 5 in File No.
33-40590.)

* 7(g) Powers-of-Attorney. (Exhibit 7(g) to Post-Effective Amendment No. 7 in File No.
33-40590.)

* 7(h) Powers-of-Attorney. (Exhibit 7(h) to Post-Effective Amendment No. 1 in File No.
33-83948.)

7(i) Powers-of-Attorney. (Exhibit 7(i) to original Registration Statement in File No. 33-
00275.)

8 Description of Equitable Variable's Issuance, Transfer and Redemption Procedures for
Flexible Premium Policies pursuant to Rule 6e-3(T)(b)(12)(iii) under the Investment
Company Act of 1940.

9 Notice of Withdrawal Right Pursuant to Rule 6e-3(T)(b)(13)(viii) under the Investment
Company Act of 1940.

10 Representation, description and undertaking pursuant to Rule 6e-3(T)(b)(13)(iii)(F)
under the Investment Company Act of 1940.

* 11(a) Undertaking to Guarantee Obligation of Principal Underwriters pursuant to Rule
6e-3(T)(b)(vi) of the Investment Company Act of 1940 dated as of May 1, 1995.
(Exhibit 11(a) to Post-Effective Amendment No. 3 in File No. 33-83948)

* 11(b) Statement of Equitable Variable pursuant to Rule 27d-2 under the Investment Company
Act of 1940 for the Year Ended December 31, 1994. (Exhibit 11(b) to Post-Effective
Amendment No. 3 in File No. 33-83948.)

<FN>
- -----------------------
* Incorporated by reference
** To be filed by amendment
</FN>
</TABLE>

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the City and State of New York on the 6th
day of March, 1996.

SEPARATE ACCOUNT FP OF EQUITABLE
VARIABLE LIFE INSURANCE COMPANY

By: EQUITABLE VARIABLE LIFE
INSURANCE COMPANY,
DEPOSITOR

By: /s/ Samuel B. Shlesinger
---------------------------
(Samuel B. Shlesinger)
Senior Vice President

Attest: /s/ Linda Galosso
-----------------------------
(Linda Galosso)
Assistant Secretary
March 6, 1996

II-5

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City and State of
New York on the 6th day of March, 1996.

EQUITABLE VARIABLE LIFE
INSURANCE COMPANY

By: /s/ Samuel B. Shlesinger
----------------------------
(Samuel B. Shlesinger)
Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

PRINCIPAL EXECUTIVE OFFICERS:

Joseph J. Melone Chairman of the Board and Chief Executive Officer

James M. Benson President and Chief Operating Officer

PRINCIPAL FINANCIAL OFFICER:

J. Thomas Liddle, Jr. Senior Vice President and Chief Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

Stephen F. Hogan Vice President and Controller

DIRECTORS:

Michel Beaulieu Gordon Dinsmore Michael J. Rich
James M. Benson William T. McCaffrey Samuel B. Shlesinger
Harvey Blitz Joseph J. Melone Jose S. Suquet
Laurent Clamagirand Peter D. Noris Dennis D. Witte
Jerry de St. Paer

By: /s/ Samuel B. Shlesinger
-------------------------------------
(Samuel B. Shlesinger)
Attorney-in-Fact
March 6, 1996

II-6

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. TYPE TAG VALUE
- ----------- --------------
<S> <C> <C>
1-A(3)(b) Form of Broker-Dealer and General Agent Sales Agreement EX-99.1A3b SALES AGR

1-A(5)(a) Flexible Premium Variable Life Insurance Policy (96-400) (Incentive EX-99.1A5a INS POLCY
Life Protector)

1-A(5)(h) Cost of Living Rider (R96-101). EX-99.1A5h.INS RIDER

1-A(8)(i) Schedule of Commissions. EX-99.1A8i SCHD COMM

1-A(10) Application EV4-200Y. EX-99.1A10

3(a) Form of Opinion and Consent of Mary P. Breen, Vice President and EX-99.3a OPINION
Counsel of Equitable (policy form 96-400).

3(b) Form of Opinion and Consent of Barbara Fraser, F.S.A., EX-99.3b OPINION
M.A.A.A., Vice President of Equitable.

6 Consent of Independent Public Accountant.** EX-99.6 CONSENT

7(i) Powers of Attorney. EX-99.7i POWER ATTY

8 Description of Equitable Variable's Issuance, EX-99.8 DESC PROCED
Transfer and Redemption Procedures for Flexible
Premium Policies pursuant to Rule 6e-3(T)(b)(12)(iii)
under the Investment Company Act of 1940.

9 Notice of Withdrawal Right Pursuant to Rule 6e-3(T)(b)(13)(viii) EX-99.9 NOTICE
under the Investment Company Act of 1940.

10 Representation, description and undertaking pursuant to Rule EX-99.10 REP DES UND
6e-3(T)(b)(13)(iii)(F) under the Investment Company Act of 1940.

<FN>
** To be filed by amendment.
</FN>
</TABLE>

37765-1

II-7

BROKER-DEALER AND GENERAL AGENT

SALES AGREEMENT

AGREEMENT, by and among Equico Securities, Inc. ("Distributor"),
__________________________ ("Broker-Dealer") and ___________________________
("General Agent").

W I T N E S S E T H :

WHEREAS, the Distributor and the Broker-Dealer are both broker-dealers
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended ("1934 Act"), and members of the National
Association of Securities Dealers, Inc.;

WHEREAS, the General Agent, which is an Affiliate of, or the same person
as, the Broker-Dealer, or whose employees are also employees of the
Broker-Dealer, is an insurance agency duly licensed to sell variable life
insurance and variable annuities in any state or other jurisdiction in which the
General Agent intends to perform hereunder;

WHEREAS, The Equitable Life Assurance Society of the United States
("Equitable") has appointed the Distributor as principal underwriter or
distributor of the Variable Accounts and the MVA Interests and as distributor of
the Contracts and has authorized the Distributor to recommend persons for
appointment as agents of Equitable to solicit applications for the sale of the
Contracts;

WHEREAS, it is intended that the General Agent shall be authorized to
offer and sell the Contracts to the general public subject to the terms and
conditions set forth more fully herein;

WHEREAS, Equitable has authorized the Distributor to enter into separate
written agreements with broker-dealers registered under the 1934 Act which agree
to participate in the distribution of the Contracts, and the parties hereto
desire that the Broker-Dealer be authorized to solicit applications for the sale
of the Contracts;

WHEREAS, Contracts may be issued by an insurance company which is an
Affiliate of Equitable and the Distributor may be authorized to promote the
offer and sale of such Contracts in the same manner that Equitable has
authorized the Distributor to act, as described above.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and promises herein contained, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Sec. 1.1 Defined Terms. In addition to any terms defined elsewhere in this
Agreement, the terms defined in this Section 1.1, whenever used in this
Agreement (including in the Schedules and Exhibits), shall have the respective
meanings indicated.

a. Affiliated Person or Affiliate -- With respect to a person,
any other person controlling, controlled by, or under common control with, such
person.

<PAGE>

b. Agent -- An individual associated with the General Agent and
registered with the NASD as a representative of the Broker-Dealer who is
appointed by an Equitable Life Company as an insurance agent for the purpose of
soliciting applications for the Contracts.

c. Broker-of-Record -- The party designated in the Equitable Life
Companies records as the person, with respect to a Contract, who is entitled to
receive compensation payable with respect to such Contract and who is authorized
to contact directly the owner of such Contract. In the case of compensation
payable with respect to a Premium, the Broker-of-Record shall be the party
designated as such in the records of an Equitable Life Company, at the time such
Premium is accepted by such Equitable Life Company. In the case of any payment
of compensation payable with respect to Contract value or client services, the
Broker-of-Record shall be the party designated as such in the records of an
Equitable Life Company, in accordance with the rules and procedures of the
Equitable Life Companies at the time any such payment is payable. In the case of
compensation payable on annuitization of a Contract, the Broker-of-Record shall
be the party designated as such in the records of an Equitable Life Company on
the annuity commencement date specified in such Contract.

d. Contract Prospectus -- The prospectus for the interests under
the Contracts included within a Contract Registration Statement and including
any Contract prospectus or supplement separately filed under the 1933 Act. The
Contract Prospectus also shall include the statement of additional information
which is part of the Contract Registration Statement, unless the context
otherwise requires.

e. Contract Registration Statements -- The most recent effective
registration statements, or most recent effective post-effective amendments
thereto, relating to interests under the Contracts and in the Variable Accounts,
as required by the 1933 Act and the 1940 Act, including financial statements
therein and all exhibits thereto.

f. Contracts -- All classes of life insurance policies and
annuity contracts, including certificates, issued by Equitable or by an
Affiliate of Equitable distributed by the Distributor, except those which are
identified in Schedule I. Schedule I may be modified from time to time, as
provided in Section 2.6.

g. Equitable Life Companies or, individually, an Equitable Life
Company -- Equitable and any Affiliate of Equitable which is an insurance
company.

h. MVA Interests -- The market value adjustment interests, if
any, under the Contracts.

i. NASD -- National Association of Securities Dealers, Inc.

j. 1940 Act -- Investment Company Act of 1940, as amended.

k. 1934 Act -- Securities Exchange Act of 1934, as amended.

l. 1933 Act -- Securities Act of 1933, as amended.

m. Premium -- Any premium, contribution or other consideration
relating to the Contracts.

n. SEC or Commission -- Securities and Exchange Commission.

-2-
<PAGE>

o. Trust -- The Hudson River Trust and any other entity available
for investment through the Variable Accounts under the Contracts.

p. Trust Prospectus -- The prospectus for the Trust included
within the Trust Registration Statement and including any Trust prospectus or
supplement separately filed under the 1933 Act. The Trust Prospectus also shall
include the statement of additional information which is part of the Trust
Registration Statement, unless the context otherwise requires.

q. Trust Registration Statement -- The most recent effective
registration statement or most recent effective post-effective amendment thereto
relating to the Trust as required by the 1933 Act and the 1940 Act, including
financial statements therein and all exhibits thereto.

r. Variable Accounts -- Segregated asset accounts, each of which
has been established by an Equitable Life Company pursuant to state law as a
funding vehicle for the Contracts. The Variable Accounts are divided into
divisions that invest in shares of the Trust.

Sec. 1.2 Cross-References. All references in this Agreement to a Section,
Article, Schedule or Exhibit are to a section, article, schedule or exhibit of
this Agreement, unless otherwise indicated.

ARTICLE II
AUTHORIZATION OF BROKER-DEALER AND GENERAL AGENT

Sec. 2.1 Authority to Distribute Contracts. Pursuant to the authority
granted to it by Equitable, the Distributor hereby authorizes the Broker-Dealer,
under the securities laws, and General Agent, under the insurance laws, each in
a non-exclusive capacity, to distribute the Contracts. The Broker-Dealer and the
General Agent accept such authorization and agree to use their best efforts to
find purchasers for the Contracts in each case acceptable to the Equitable Life
Company issuing such Contracts. The Broker-Dealer and the General Agent
understand that the public offering of and solicitation for interests under the
Contracts are not permitted to commence, or to continue, unless the Contract
Registration Statements have become effective and, with respect to each state or
other jurisdiction in which Contract applications are to be solicited, the
Contracts are qualified for sale under all applicable securities and insurance
laws. The Broker-Dealer and the General Agent agree that the solicitation of
applications for the sale of the Contracts will commence as soon as practicable
after the Contract Registration Statements have become effective.

Sec. 2.2 Notification by Distributor. The Distributor shall notify the
Broker-Dealer and the General Agent:

a. If there are no effective Contract Registration Statements,
when the Contract Registration Statements have become effective;

b. Of all states and other jurisdictions in which the Contracts
are qualified for sale and of the states and other jurisdictions in which the
Contracts may not be lawfully sold;

c. Of any request by the SEC for any amendments or supplements to
a Contract Registration Statement or of any request for additional information
that must be provided by the Broker-Dealer or the General Agent or any Affiliate
of the Broker-Dealer or the General Agent;

d. Of the issuance by the SEC of any stop order with respect to a
Contract Registration Statement or the initiation of any proceedings for that
purpose or for any other purpose relating to the registration and/or offering of
the Contracts;

-3-
<PAGE>

e. If any event occurs as a result of which the Contract
Prospectus(es) or any sales literature for the Contracts would include any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading.

The Distributor will provide the Broker-Dealer and the General Agent with
notification of these matters immediately by telephone, with notification in
writing promptly thereafter.

Sec. 2.3 Authority to Recommend Agent Appointments. The General Agent is
vested under this Agreement with power and authority to select and recommend
individuals who are associated with the General Agent and are registered
representatives of the Broker-Dealer for appointment as agents of Equitable, and
only individuals so recommended by the General Agent to the Distributor shall be
eligible to become Agents, provided that the number of Agents with appointments
in effect under this Agreement shall not at any time exceed five. Equitable
reserves the right in its sole discretion to refuse to appoint any proposed
agent or, once appointed, to terminate the same at any time with or without
cause.

Sec. 2.4 Limitations on Authority. Neither the Broker-Dealer nor the
General Agent shall possess or exercise any authority on behalf of the
Distributor or the Equitable Life Companies other than that expressly conferred
on the Broker-Dealer or the General Agent by this Agreement. In particular, and
without limiting the foregoing, neither the Broker-Dealer nor the General Agent
shall have any authority, nor shall either grant such authority to any Agent, on
behalf of the Distributor (i) to make, alter or discharge any Contract or other
contract entered into pursuant to a Contract; (ii) to waive any Contract
provision; (iii) to extend the time for payment of any Premiums; or (iv) to
receive any monies or Premiums from applicants for or purchasers of the
Contracts (except for the sole purpose of forwarding monies or Premiums to an
Equitable Life Company).

Sec. 2.5 Suitability. The Distributor wishes to ensure that the Contracts
solicited by Broker-Dealer will be issued to persons for whom the Contracts will
be suitable. Broker-Dealer shall take reasonable steps to ensure that Agents
shall not make recommendations to an applicant to purchase any Contract in the
absence of reasonable grounds to believe that the purchase of such Contract is
suitable for such applicant. While not limited to the following, a determination
of suitability shall be based on information furnished to an Agent after
reasonable inquiry concerning the applicant's insurance and investment
objectives, financial situation and needs.

Sec. 2.6 Insurer's Right to Reject Applications. The Broker-Dealer and the
General Agent acknowledge that each Equitable Life Company has the right in its
sole discretion to reject any applications or Premiums received by it and to
return or refund to an applicant such applicant's Premium. In the event that an
Equitable Life Company rejects an application solicited by an Agent, such
Equitable Life Company will return any Premium paid by the applicant to such
applicant, or to the soliciting Agent for prompt forwarding to such applicant.
In the event that a purchaser exercises his or her free look right under a
Contract, any amount to be refunded as provided in such Contract will be so
refunded to the purchaser by or on behalf of the Equitable Life Company that
issued such Contract, or to the soliciting Agent for prompt forwarding to such
purchaser.

Sec. 2.7 Contracts Included and Contracts Excluded Under Agreement. This
Agreement applies to all classes of annuity contracts or life insurance
contracts issued by an Equitable Life Company and distributed by the Distributor
("Contracts"). Schedule I to this Agreement describes the life insurance and
annuity contracts which are excluded as Contracts under this Agreement. Schedule
I may be amended by the Distributor in its sole discretion from time to time to
add or to delete classes of annuity contracts or life insurance contracts. The
provisions of this Agreement shall apply with equal force to all Contracts from
time to time covered by it unless the context otherwise requires.

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Sec. 2.8 Independent Contractor Status. The Distributor acknowledges that
the Broker-Dealer and the General Agent are each independent contractors.
Accordingly, while the Broker-Dealer and the General Agent agree to use their
best efforts to solicit applications for the Contracts, the Broker-Dealer and
the General Agent are not obliged or expected to give full time and energies to
the performance of their obligations hereunder or to sell or solicit a specified
number of Contracts, nor are the Broker-Dealer and the General Agent obliged or
expected to represent the Distributor or any Equitable Life Company exclusively.
Nothing herein contained shall constitute the Broker-Dealer, the General Agent,
or any agents or representatives of the Broker-Dealer or the General Agent as
employees of an Equitable Life Company or the Distributor.

ARTICLE III
LICENSING AND REGISTRATION OF BROKER-DEALER, GENERAL AGENT AND AGENTS

Sec. 3.1 Broker-Dealer Qualifications. The Broker-Dealer represents that
it is a broker-dealer registered with the SEC under the 1934 Act, and is a
member of the NASD. The Broker-Dealer must, at all times when performing its
functions and fulfilling its obligations under this Agreement, be duly
registered as a broker-dealer under the 1934 Act and in each state or other
jurisdiction in which Broker-Dealer intends to perform its functions and fulfill
its obligations hereunder and in which such registration is required, and be a
member in good standing of the NASD.

Sec. 3.2 General Agent Qualifications. The General Agent represents that
it is a licensed life insurance agent where required to solicit applications.
The General Agent must, at all times when performing its functions and
fulfilling its obligations under this Agreement, be duly licensed to sell the
Contracts in each state or other jurisdiction in which the General Agent intends
to perform its functions and fulfill its obligations hereunder.

Sec. 3.3 Qualifications of Broker-Dealer Representatives. The
Broker-Dealer represents and warrants that it shall take all necessary action to
ensure that no individual shall offer or sell the Contracts on behalf of
Broker-Dealer in any state or other jurisdiction in which the Contracts may
lawfully be sold unless such individual is an associated person of Broker-Dealer
(as that term is defined in Section 3(a)(18) of the 1934 Act), is neither
subject to a statutory disqualification (as that term is defined in the 1934
Act) nor prohibited from engaging in the business of insurance (under the
Violent Crime Control and Law Enforcement Act of 1994), and is duly registered
with the NASD and any applicable state securities regulatory authority as a
registered person of Broker-Dealer qualified to distribute the Contracts in such
state or other jurisdiction.

Sec. 3.4 Qualifications of General Agent's Agents and Appointment of
Agents. The General Agent represents and warrants that it shall take all
necessary action to ensure that no individual shall offer or sell the Contracts
on behalf of the General Agent in any state or other jurisdiction unless such
individual is duly appointed as an agent of the General Agent, duly licensed and
appointed as an agent of the appropriate Equitable Life Company and
appropriately licensed, registered or otherwise qualified to offer and sell the
Contracts to be offered and sold by such individual under the insurance laws of
such state or jurisdiction. The General Agent understands that certain states
may require that a special variable contracts examination be passed by agent
before he or she can solicit applications for the Contracts. Nothing in this
Agreement is to be construed as requiring an Equitable Life Company to obtain a
license or issue a consent or appointment to enable any particular agent to sell
Contracts. All matters concerning the licensing of any individuals recommended
for appointment by the General Agent under any applicable state insurance law
shall be a matter directly between the General Agent and such individual. The
General Agent shall furnish the Equitable Life Companies with proof of proper
licensing of such individual or other proof, reasonably acceptable to the
Equitable Life Companies, of satisfaction by such individual of licensing
requirements

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prior to the appointment of any such individual as an agent of any Equitable
Life Company. In conjunction with the submission of appointment papers for all
such individuals as insurance agents of an Equitable Life Company, the General
Agent shall fulfill all requirements set forth in the General Letter of
Recommendation, which is Exhibit A, and shall be deemed to represent that each
individual is competent and qualified to act as an agent for the Equitable Life
Companies and to hold himself or herself out in good faith to the general
public.

ARTICLE IV
BROKER-DEALER AND GENERAL AGENT COMPLIANCE

Sec. 4.1 Supervisory Responsibilities of General Agent. The General Agent
shall train, supervise and be solely responsible for the conduct of the Agents
in their solicitation activities in connection with the Contracts, and shall
supervise Agents' strict compliance with applicable rules and regulations of any
governmental or other insurance authorities that have jurisdiction over
insurance contract activities, as well as the rules and procedures of the
Equitable Life Companies pertaining to the solicitation, sale and submission of
applications for the Contracts and the provision of services relating to the
Contracts. The General Agent shall be solely responsible for background
investigations of the proposed agents to determine their qualifications, good
character and moral fitness to sell the Contracts.

Sec. 4.2 Supervisory Responsibilities of Broker-Dealer. The Broker-Dealer
shall be responsible for securities training, supervision and control of the
Agents in connection with their solicitation activities and any incidental
services with respect to the Contracts and shall supervise Agents' strict
compliance with applicable federal and state securities laws and NASD
requirements in connection with such solicitation activities and with the rules
and procedures of the Equitable Life Companies.

Sec. 4.3 Compliance With Applicable Laws. The Broker-Dealer and the
General Agent hereby represent and warrant that they are in compliance with all
applicable federal and state securities laws and regulations and all applicable
insurance laws and regulations, including, without limitation, state insurance
laws and regulations imposing insurance licensing requirements. The
Broker-Dealer and the General Agent each agree to carry out their respective
sales and administrative activities and obligations under this Agreement in
continued compliance with federal and state laws and regulations, including
those governing securities and insurance-related activities or transactions, as
applicable. The Broker-Dealer and the General Agent shall notify the Distributor
and the Equitable Life Companies immediately in writing if Broker-Dealer and/or
the General Agent fail to comply with any of the laws and regulations applicable
to either of them.

Sec. 4.4 Restrictions on Sales Activity. The Broker-Dealer and the General
Agent and Agents shall not offer or attempt to offer the Contracts, nor solicit
applications for the Contracts, nor deliver Contracts, in any state or other
jurisdiction in which the Contracts may not lawfully be sold or offered for
sale. For purposes of determining where the Contracts may be offered and
applications solicited, the Broker-Dealer and the General Agent may rely on
written notification, as revised from time to time, received from the
Distributor.

Sec. 4.5 Premiums and Other Payments. All Premiums and loan repayments
shall be sent promptly (and in any event not later than two business days after
receipt) to the appropriate Equitable Life Company at the address indicated in
the rules and procedures of the Equitable Life Companies, or at such other
address as the Equitable Life Companies or the Distributor may subsequently
specify in writing. Each initial Premium shall be accompanied by a properly
completed application for a Contract, unless such Premium is submitted in
accordance with the procedures set forth in Exhibit B, which have been accepted
and agreed to by the Broker-Dealer and the General Agent, as provided in Exhibit
B. Checks in payment of Premiums or outstanding loans shall be drawn to the
order of the appropriate Equitable Life Company.

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Sec. 4.6 Misdirected Payments. In the event that Premiums or loan
repayments are sent to the General Agent or Broker-Dealer, rather than to the
appropriate Equitable Life Company, the General Agent and Broker-Dealer shall
promptly (and in any event, within two business days) remit such Premiums to the
appropriate Equitable Life Company at the address indicated in the rules and
procedures of the Equitable Life Companies. The General Agent and Broker-Dealer
acknowledge that if any Premium or other payment is held at any time by either
of them, such Premium or other payment shall be held on behalf of the client,
and the General Agent or Broker-Dealer shall segregate such Premium or other
payment from their own funds and promptly (and in any event, within two business
days) remit such Premium or other payment to the Equitable Life Company issuing
the Contract pursuant to which such amounts have been paid.

Sec. 4.7 Delivery of Contracts. Upon issuance of a Contract by an
Equitable Life Company and delivery of such Contract to the Agent who solicited
its purchase, the soliciting Agent shall promptly deliver such Contract to its
purchaser. For purposes of this provision, "promptly" shall be deemed to mean
not later than five calendar days. Consistent with its administrative
procedures, each Equitable Life Company will assume that a Contract issued by it
will be delivered by the soliciting Agent to the purchaser of such Contract
within five calendar days. As a result, if a purchaser exercises the free look
rights under a Contract, the Broker-Dealer and the General Agent shall indemnify
the Equitable Life Company issuing a Contract for any loss incurred by such
Equitable Life Company that results from the soliciting Agent's failure to
deliver such Contract to its purchaser within the contemplated five-calendar-day
period.

Sec. 4.8 Restrictions on Communications. Neither the Broker-Dealer nor the
General Agent, nor any of their directors, partners, officers, employees,
registered persons, associated persons, agents or affiliated persons, in
connection with the offer or sale of the Contracts, shall give any information
or make any representations or statements, written or oral, concerning the
Contracts, the Variable Accounts or the Trust other than information or
representations contained in the Contract and Trust Prospectuses, statements of
additional information and Registration Statements, or in reports or proxy
statements therefor, or in promotional, sales or advertising material or other
information supplied and approved in writing by the Distributor.

Sec. 4.9 Directions Given on Behalf of Contract Owners. The Broker-Dealer
and the General Agent shall be solely responsible for the accuracy and propriety
of any instruction given or action taken by an Agent on behalf of an owner or
prospective owner of a Contract, including any instruction or action pursuant to
Exhibit B. Neither the Distributor nor the Equitable Life Companies shall have
any responsibility or liability for any action taken or omitted by it or by them
in good faith in reliance on or by acceptance of such an instruction or action.

Sec. 4.10 Restrictions on Sales Material and Name Usage. The Broker-Dealer
and the General Agent shall neither use nor authorize the use of any
promotional, sales or advertising material relating to the Contracts, the
Equitable Life Companies, the Variable Accounts, the MVA Interests or the Trust
without the prior written approval of the Distributor. Furthermore, the
Broker-Dealer and the General Agent shall neither use nor authorize the use of
the name of Equitable or of an Affiliate of Equitable, or any other name,
trademark, service mark, symbol or trade style that is now or may hereafter be
owned by Equitable or by an Affiliate of Equitable, except in the manner and to
the extent that such use may be specifically authorized in writing by Equitable
or the Distributor.

Sec. 4.11 Market Timing and Other Prohibitions. The Broker-Dealer and the
General Agent understand and acknowledge that the Distributor, in its sole
discretion and at any time during the term of this Agreement, may restrict or
prohibit the solicitation, offer or sale of Contracts and Premiums thereunder in
connection with any so-called "market timing" or "asset allocation" program,
plan, arrangement or

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service. Should the Distributor determine in its sole discretion that the
Broker-Dealer or the General Agent is soliciting, offering or selling, or has
solicited, offered or sold, Contracts or Premiums subject to any so-called
"market timing" or "asset allocation" program, plan, arrangement or service
which is not permitted under this Agreement (an "unapproved program"), the
Distributor may take such action which is necessary, in its sole discretion, to
halt such solicitations, offers or sales. Furthermore, in addition to any
indemnification provided in Article XI and any other liability that the
Broker-Dealer and the General Agent might have, the Distributor may hold the
Broker-Dealer and the General Agent liable for any damages or losses, actual or
consequential, sustained by the Distributor or any of its Affiliates, or the
Trust or any Equitable Life Company, as a result of any unapproved program which
causes such losses or damages following solicitation, offer or sale of a
Contract or Premium subject to any unapproved program or similar service made
available by or through the Broker-Dealer or the General Agent. Notwithstanding
any prohibitions which may be imposed pursuant to this Section 4.11, the
Broker-Dealer and its registered representatives who are Agents may provide
incidental services in the form of guidance to applicants and owners of
Contracts regarding the allocation of Premiums and Contract value, provided that
such services are (i) solely incidental to the Broker-Dealer's activities in
connection with the sales of the Contracts, (ii) subject to the supervision and
control of the Broker-Dealer, and (iii) furnished in accordance with rules and
procedures prescribed by the Equitable Life Companies.

Sec. 4.12 Tax Reporting Responsibility. The Broker-Dealer and the General
Agent shall be solely responsible under applicable tax laws for the reporting of
compensation paid to Agents and for any withholding of taxes from compensation
paid to Agents, including, without limitation, FICA, FUTA, and federal, state
and local income taxes.

Sec. 4.13 Maintenance of Books and Records. The General Agent represents
that it maintains and shall maintain such books and records concerning the
activities of the Agents as may be required by the appropriate insurance
regulatory agencies that have jurisdiction and that may be reasonably required
by the Distributor to reflect adequately the Contracts processed through the
General Agent. The General Agent shall make such books and records available to
the Distributor and/or an Equitable Life Company at any reasonable time upon
written request by the Distributor. The Broker-Dealer represents that it
maintains and shall maintain appropriate books and records concerning the
activities of the Agents as are required by the SEC, the NASD and other agencies
having jurisdiction and that may be reasonably required by the Distributor to
reflect adequately the Contracts processed through the General Agent.
Broker-Dealer shall make such books and records available to the Distributor
and/or an Equitable Life Company at any reasonable time upon written request by
the Distributor or an Equitable Life Company.

Sec. 4.14 Bonding of Agents and Others. The Broker-Dealer represents that
all directors, officers, employees, and registered representatives of the
Broker-Dealer who are appointed pursuant to this Agreement as Agents for state
insurance law purposes or who have access to funds of the Equitable Life
Companies, including but not limited to funds submitted with applications for
the Contracts or funds being returned to purchasers of Contracts, are and shall
be covered by a blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond shall be
maintained by the Broker-Dealer at the Broker-Dealer's expense. Such bond shall
be, at least, of the form, type and amount required under the NASD Rules of Fair
Practice. The Distributor may require evidence, satisfactory to it, that such
coverage is in force, and the Broker-Dealer shall give prompt written notice to
the Distributor of any cancellation or change of coverage. The Broker-Dealer
assigns any proceeds received from the fidelity bonding company to the Equitable
Life Companies to the extent of each Equitable Life Company's loss due to
activities covered by the bond. If there is any deficiency amount, as a result
of a deductible provision or otherwise, the Broker-Dealer shall promptly pay the
affected Equitable Life Company such amount on demand, and the Broker-Dealer
hereby indemnifies and holds harmless such Equitable Life Company from any such
deficiency and from the costs of collection thereof (including reasonable
attorneys' fees).

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Sec. 4.15 Reports to Insurers. The Broker-Dealer and the General Agent
shall promptly furnish to each Equitable Life Company or its authorized agent
any reports and information that such Equitable Life Company may reasonably
request for the purpose of meeting such Equitable Life Company's reporting and
recordkeeping requirements under the insurance laws of any state, under any
applicable federal or state securities laws, rules or regulations, or the rules
of the NASD.

ARTICLE V
STANDARD OF CONDUCT FOR AGENTS

Sec. 5.1 Basic Rules of Conduct. The Broker-Dealer and the General Agent
shall ensure that each Agent shall comply with a standard of conduct including,
but not limited to, the following:

a. An Agent shall be duly qualified, licensed and registered to
solicit and participate in the sale of Contracts as provided in Article III.

b. An Agent shall not solicit applications for the Contracts
without delivering the appropriate Contract Prospectus(es) the Trust Prospectus
and, where required by state insurance law (as set forth in a notice to be
supplied by the Equitable Life Companies), the then currently effective
statement of additional information for the Contracts, and any other information
whose delivery is specifically required. In soliciting applications for the
Contracts, an Agent shall only make statements, oral or written, which are in
accordance with the Contract Prospectus, the Trust Prospectus and written sales
literature regarding the Contracts authorized by the Distributor. An Agent shall
utilize only those applications for the Contracts provided to the General Agent
by the Distributor.

c. An Agent shall recommend the purchase of a Contract to an
applicant only if he or she has reasonable grounds to believe that such purchase
is suitable for the applicant in accordance with, among other things, applicable
regulations of any state regulatory authority, the SEC and the NASD. While not
limited to the following, a determination of suitability shall be based on
information supplied to an Agent after a reasonable inquiry concerning the
applicant's insurance and investment objectives and financial situation and
needs.

d. An Agent shall require that any payment of an initial Premium,
whether in the form of a check or otherwise, shall be drawn in U.S. dollars on a
bank located in the United States and made payable to the appropriate Equitable
Life Company and, if in the form of a check, signed by the applicant for the
Contract. An Agent shall not accept third-party checks or cash for Premiums.

e. All checks and applications for the Contracts received by an
Agent shall be forwarded promptly, and in any event not later than two business
days after receipt, to the processing office designated by the Equitable Life
Companies.

f. Every Contract received by an Agent shall be delivered
promptly, and in any event not later than five calendar days after receipt, to
its purchaser.

g. Any checks representing a return or refund of Premium which
are received by an Agent for delivery to an applicant or purchaser shall be
delivered promptly to the designated recipient.

h. An Agent shall have no authority to endorse checks to an
Equitable Life Company.

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i. An Agent shall have no authority to alter, modify, waive or
change any of the terms, rates, charges or conditions of the Contracts.

j. An Agent shall make no representations concerning the
continuation of non-guaranteed terms or provisions of the Contracts.

k. An Agent shall have no authority to advertise for, on behalf
of, or with respect to an Equitable Life Company, the Distributor, the Variable
Accounts, the MVA Interests, the Contracts or the Trust without prior written
approval and authorization from the Distributor.

l. An Agent shall have no authority to solicit applications for
Contracts or Premiums thereunder which will be subject to or in connection with
any so-called "market timing" or "asset allocation" program, plan, arrangement
or service which is an unapproved program.

m. An Agent shall not furnish any transfer or other instructions
by telephone to an Equitable Life Company on behalf of an owner of a Contract
without having first obtained from such owner a written authorization in a form
acceptable to the Equitable Life Companies.

n. An Agent shall not encourage a prospective purchaser to
surrender or exchange an insurance policy or contract issued by an Equitable
Life Company in order to purchase a Contract or, conversely, to surrender or
exchange a Contract in order to purchase another insurance policy or contract
issued by an Equitable Life Company, except to the extent such surrenders or
exchanges have been authorized by the Distributor. In the event that an
insurance policy or contract issued by an Equitable Life Company is surrendered
or exchanged in order to purchase a Contract, no compensation shall be paid
under this Agreement.

o. An Agent shall act in accordance with the rules and procedures
of the Equitable Life Companies, including their policy statements on ethical
conduct, in connection with any solicitation activities relating to the
Contracts.

ARTICLE VI
RESPONSIBILITIES OF DISTRIBUTOR FOR MARKETING MATERIALS AND REPORTS

Sec. 6.1 Prospectuses and Applications Provided by Distributor. During the
term of this Agreement, the Distributor upon request will make available to the
Broker-Dealer and the General Agent, for a reasonable charge, copies of the
Contract Prospectus(es), Trust Prospectus and applications for the Contracts.
Upon receipt from the Distributor of updated copies of the Contract
Prospectus(es), Trust Prospectus and applications for the Contracts, the
Broker-Dealer and the General Agent will promptly discard or destroy all copies
of such documents previously provided to them, except such copies as are needed
for purposes of maintaining proper records. Upon termination of this Agreement,
the Broker-Dealer and the General Agent will promptly return, to the
Distributor, all Contract and Trust Prospectuses, Contract applications, and
other materials and supplies furnished by the Distributor to the Broker-Dealer
or the General Agent or to the Agents.

Sec. 6.2 Sales Material Provided by Distributor. During the term of this
Agreement, the Distributor will be responsible for providing and approving all
promotional, sales and advertising material to be used by the Broker-Dealer and
the General Agent. The Distributor will file such materials or will cause such
materials to be filed with the SEC and the NASD, and with any state securities
regulatory authorities, as required.

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Sec. 6.3 Information Provided by Distributor. The Distributor will compile
periodic marketing reports summarizing sales results to the extent reasonably
requested by the Broker-Dealer or the General Agent.

ARTICLE VII
COMMISSIONS, FEES AND EXPENSES

Sec. 7.1 Compensation Schedule. During the term of this Agreement, the
Distributor shall pay to the General Agent (or to the Broker-Dealer, at the
request of the General Agent) as compensation for Contracts for which it is the
Broker-of-Record, the amounts set forth in Schedule II, as such Schedule II may
be amended or modified at any time, in any manner and without prior notice by
the Distributor, and subject to the other provisions of this Agreement. Any
amendment to Schedule II will be applicable to any Contract for which an
application or initial Premium is received by an Equitable Life Company on or
after the effective date of such amendment, in accordance with procedures
established by the Distributor. Compensation with respect to any Contract shall
be paid to the General Agent only for so long as the General Agent is the
Broker-of-Record for such Contract.

Sec. 7.2 Limitations on Compensation. No compensation shall be payable,
and any compensation already paid shall be returned to the Distributor (or to
Equitable, at the direction of the Distributor) on request, under each of the
following conditions:

a. if an Equitable Life Company, in its sole discretion,
determines not to issue the Contract applied for;

b. if an Equitable Life Company refunds the Premium paid by an
applicant, upon the exercise of applicant's right of withdrawal;

c. if an Equitable Life Company refunds the Premium paid by an
applicant, as a result of a complaint by the applicant, recognizing that the
Equitable Life Companies have sole discretion to refund Premiums; or

d. if the Distributor determines that any person signing an
application or any person or entity receiving compensation for soliciting
purchases of Contracts is not duly licensed to sell life insurance (and to sell
variable contracts if required by the state in question).

No compensation or reimbursement of any kind other than that described in this
Agreement is payable to the General Agent or the Broker-Dealer. In addition, the
Broker-Dealer and the General Agent recognize that, unless the provisions of
Exhibit B apply to the receipt of an initial Premium, all compensation payable
to the General Agent hereunder will be disbursed by or on behalf of the
Distributor after each Premium is received and accepted by the appropriate
Equitable Life Company.

Sec. 7.3 Expenses Paid by Broker-Dealer and General Agent. Neither the
Broker-Dealer nor the General Agent shall, directly or indirectly, expend or
contract for the expenditure of any funds of the Distributor or any Equitable
Life Company. The Broker-Dealer and the General Agent shall each pay all
expenses incurred by each of them in the performance of this Agreement, unless
otherwise specifically provided for in this Agreement or unless the Distributor
shall have agreed in advance in writing to share the cost of certain expenses.
Initial state appointment fees for agents of an Equitable Life Company who are
associated with the General Agent will be paid by such Equitable Life Company
unless otherwise paid by the General Agent or Broker-Dealer. Renewal state
appointment fees for any Agent shall be paid by such Equitable Life Company if,
in the sole discretion of such Equitable Life Company, its minimum production
and activity requirements for the payment of renewal appointment fees have been
met by such Agent. Each

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Equitable Life Company shall establish reasonable minimum production and
activity requirements for the payment of renewal state appointment fees, which
may be changed by such Equitable Life Company in its sole discretion at any time
without notice. Except as otherwise provided herein, the Broker-Dealer will be
obligated to pay all state appointment fees, including, but not limited to,
renewal appointment fees not paid for by an Equitable Life Company, transfer
fees and termination fees, and any other fees required to be paid to obtain
state insurance licenses for Agents.

Sec. 7.4 Offsets of Compensation Under Other Agreements. With respect to
commissions, compensation or any other amounts owed by the Distributor or any
Affiliate of the Distributor to the Broker-Dealer or the General Agent under any
other agreement, the Distributor shall have a right to set off against such
amounts any monies payable by the General Agent under this Agreement, including
Schedule II, to the Distributor, to the extent permitted by applicable law. This
right on the part of the Distributor shall not prevent both of them or either of
them from pursuing any other means or remedies available to them to recover such
monies payable by the General Agent.

Sec. 7.5 No Rights of Agents to Compensation Paid by Distributor. Agents
shall have no interest in this Agreement or right to any commissions to be paid
by the Distributor to the General Agent. The General Agent shall be solely
responsible for the payment of any commission or consideration of any kind to
Agents. The General Agent shall have no interest in any compensation paid by an
Equitable Life Company to the Distributor, now or hereafter, in connection with
the sale of any Contracts under this Agreement.

ARTICLE VIII
TERM AND EXCLUSIVITY OF AGREEMENT

Sec. 8.1 Limited Classes of Contracts. This Agreement relates solely to
the Contracts identified in Schedule I.

Sec. 8.2 Term. This Agreement shall remain in effect for a period of one
year from the Effective Date, and, unless terminated earlier pursuant to
Sections 8.3 or 8.4, shall automatically continue in effect for one-year periods
thereafter; provided, however, that it shall automatically terminate upon
termination of any distribution agreement between the Distributor and an
Equitable Life Company relating to the Contracts.

Sec. 8.3 Early Termination by Notice. This Agreement may be terminated by
any party hereto by giving notice to the other parties at least sixty (60) days
prior to an anniversary of the Effective Date.

Sec. 8.4 Termination for Cause. If Broker-Dealer or the General Agent
shall default in their respective obligations under this Agreement, or breach
any of their respective representations or warranties made in this Agreement,
the Distributor may, at its option, cancel and terminate this Agreement without
notice.

Sec. 8.5 Surviving Provisions. Upon termination of this Agreement, all
authorizations, rights, and obligations hereunder shall cease except:

a. the obligation to settle accounts hereunder, including the
payment of compensation with respect to Contracts in effect at the time of
termination or issued pursuant to applications received by an Equitable Life
Company prior to termination or Premiums received under such Contracts
subsequent to termination of this Agreement;

b. the provisions with respect to indemnification set forth in
Article XI;

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c. the provisions of Section 4.13 that require the General Agent
and the Broker-Dealer to maintain certain books and records;

d. the confidentiality provisions contained in Section 10.3; and

e. the provisions of subparagraph l. of Section 5.1 with respect
to the surrender or exchange of a Contract.

ARTICLE IX
COMPLAINTS AND INVESTIGATIONS

Sec. 9.1 Cooperation in Investigations and Proceedings. The Distributor,
the Broker-Dealer and the General Agent shall each cooperate fully in any
insurance regulatory investigation, proceeding or inquiry or in any judicial
proceeding arising in connection with the Contracts marketed under this
Agreement. In addition, the Distributor, the Broker-Dealer and the General Agent
shall cooperate fully in any securities regulatory investigation, proceeding or
inquiry or in any judicial proceeding with respect to the Distributor, the
Broker-Dealer, their Affiliates or their agents, to the extent that such
investigation or proceeding is in connection with the Contracts marketed under
this Agreement. Copies of documents received by any party to this Agreement in
connection with any judicial proceeding shall be furnished promptly to all of
the other parties.

Sec. 9.2 Notification and Related Requirements. Without limiting the
provisions of Section 9.1:

a. The Broker-Dealer and the General Agent will be notified
promptly of any customer complaint or notice of any regulatory investigation,
proceeding or inquiry or any judicial proceeding received by the Distributor or
an Equitable Life Company with respect to the Broker-Dealer, General Agent or
any Agent.

b. The Broker-Dealer and the General Agent will promptly notify
the Distributor and the appropriate Equitable Life Company of any customer
complaint or notice of any regulatory investigation, proceeding or inquiry or
any judicial proceeding received by the Broker-Dealer, the General Agent or
their Affiliates with respect to themselves, their Affiliates or any Agent in
connection with any Contract marketed under this Agreement or any activity
relating to any such Contract and, upon request by the Distributor, will
promptly provide copies of all relevant materials to the Distributor.

c. In the case of a customer complaint, the Distributor, the
Broker-Dealer and the General Agent will cooperate in investigating such
complaint, and any response by the Broker-Dealer or the General Agent to such
complaint will be sent to the Distributor for written approval not less than
five business days prior to its being sent to the customer or regulatory
authority, except that if a more prompt response is required, the proposed
response shall be communicated by telephone or facsimile. The Distributor shall
have final authority to determine the content of each such response.

ARTICLE X
ASSIGNMENT, AMENDMENT, CONFIDENTIALITY

Sec. 10.1 Non-Assignable Except to Certain Affiliates. This Agreement
shall be non-assignable by the parties hereto, except that a party may assign
its rights and obligations to any subsidiary of, or any company under common
control with, such party, provided that:

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a. the assignee is duly licensed to perform all functions
required of that party under this Agreement;

b. the assignee undertakes to perform such party's functions
hereunder; and

c. in the event that the Broker-Dealer or the General Agent
determines to assign its rights and obligations under this Agreement:

i. such proposed assignment is approved in advance by the
Distributor; and

ii. the Broker-Dealer or the General Agent or assignee pays
any state insurance agent appointment fees and any other charges or fees,
including taxes, that become due and payable as a result of the assignment.

Sec. 10.2 Prior Agreements and Amendments. This Agreement constitutes the
entire agreement between the parties hereto and supersedes all prior agreements,
either oral or written, between the parties relating to the Contracts and,
except for any amendment of Schedule I, pursuant to the terms of Section 2.6, or
Schedule II, pursuant to the terms of Section 7.1, may not be modified in any
way unless by written agreement.

Sec. 10.3 Confidentiality. Each party to this Agreement shall maintain the
confidentiality of any client list or any other proprietary information that it
may acquire in the performance of this Agreement and shall not use such
information for any purpose unrelated to the administration of the Contracts
without the prior written consent of the other parties.

ARTICLE XI
INDEMNIFICATION

Sec. 11.1 Indemnification of Distributor. The Broker-Dealer and the
General Agent, jointly and severally, shall indemnify and hold harmless each
Equitable Life Company, the Distributor and each person who controls or is
associated with an Equitable Life Company or the Distributor within the meaning
of such terms under the federal securities laws, and any officer, director,
employee or agent of the foregoing, against any and all losses, claims, damages
or liabilities, joint or several (including any investigative, legal and other
expenses reasonably incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted), insofar as
such losses, claims, damages or liabilities arise out of or are based upon:

a. violation(s) by the Broker-Dealer, the General Agent or an
Agent of federal or state securities laws or regulations, insurance laws or
regulations, or any rule or requirement of the NASD;

b. any unauthorized use of sales or advertising material, any
oral or written misrepresentations, or any unlawful sales practices concerning
the Contracts, the Equitable Life Companies, the Variable Accounts, the MVA
Interests or the Trust, by the Broker-Dealer, the General Agent or an Agent;

c. claims by the Agents or other agents or representatives of
the General Agent or the Broker-Dealer for commissions or other compensation or
remuneration of any type;

d. any action or inaction by any clearing broker or broker
furnishing similar services through which the Broker-Dealer or the General Agent
processes any transaction pursuant to this Agreement;

-14-
<PAGE>

e. any failure on the part of the Broker-Dealer, the General
Agent or an Agent to submit Premiums or applications for Contracts or accurate
and proper instructions of a Contract owner or prospective owner to the
Equitable Life Companies, or to submit the correct amount of a Premium, on a
timely basis and in accordance with Sections 4.5 and 4.6 and the rules and
procedures of the Equitable Life Companies.

f. any failure on the part of the Broker-Dealer, the General
Agent, or an Agent to deliver Contracts to purchasers thereof on a timely basis
in accordance with Section 4.7 and in accordance with the rules and procedures
of the Equitable Life Companies; or

g. any other breach by the Broker-Dealer or the General Agent of
any provision of this Agreement, including, without limitation, Section 5.1.

This indemnification will be in addition to any liability which the
Broker-Dealer and the General Agent may otherwise have.

Sec. 11.2 Indemnification of Broker-Dealer and General Agent. The
Distributor shall indemnify and hold harmless the Broker-Dealer and the General
Agent and each person who controls or is associated with the Broker-Dealer or
the General Agent within the meaning of such terms under the federal securities
laws, and any officer, director, employee or agent of the foregoing, against any
and all losses, claims, damages or liabilities, joint or several (including any
investigative, legal and other expenses reasonably incurred in connection with,
and any amounts paid in settlement of, any action, suit or proceeding or any
claim asserted), to which they or any of them may become subject under any
statute or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities arise out of or are based upon negligent,
improper, fraudulent or unauthorized acts or omissions.

Sec. 11.3 Notification and Procedures. After receipt by a party entitled
to indemnification ("Indemnified Party") under this Article XI of notice of the
commencement of any action or threat of such action, if a claim in respect
thereof is to be made against any person obligated to provide indemnification
under this Article XI ("Indemnifying Party"), such Indemnified Party will notify
the Indemnifying Party in writing of the commencement thereof as soon as
practicable thereafter, provided that the omission so to notify the Indemnifying
Party will not relieve it from any liability under this Article XI, except to
the extent that the omission results in a failure of actual notice to the
Indemnifying Party and such Indemnifying Party is damaged solely as a result of
the failure to give such notice. The Indemnifying Party, upon the request of the
Indemnified Party, shall retain counsel reasonably satisfactory to the
Indemnified Party to represent the Indemnified Party and any others the
Indemnifying Party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party, unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the Indemnifying Party and the Indemnified Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. The Indemnifying Party shall not be liable for
any settlement of any proceeding effected without its written consent, but if
such proceeding is settled with such consent or if final judgment is entered in
such proceeding for the plaintiff, the Indemnifying Party shall indemnify the
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment.

-15-
<PAGE>

ARTICLE XII
MISCELLANEOUS

Sec. 12.1 Headings. The headings in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.

Sec. 12.2 Counterparts. This Agreement may be executed in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

Sec. 12.3 Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.

Sec. 12.4 Notices. All notices under this Agreement shall be given in
writing and addressed as follows:

if to the Distributor, to:

Equico Securities, Inc.
1755 Broadway
New York, New York 10019
Attention: President

if to the Broker-Dealer or the General Agent, to:

_________________________________
_________________________________
_________________________________
Attention:_______________________

or to such other address as such party may hereafter specify in writing. Each
such notice shall be either hand delivered or transmitted by certified United
States mail, return receipt requested, and shall be effective upon delivery.

Sec. 12.5 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, excluding its conflict of
laws provisions. This Agreement shall also be subject to the rules of the NASD,
including its by-laws; and all disputes arising hereunder shall be submitted to
arbitration under the Code of Arbitration Procedure of the NASD.

Sec. 12.6 Scope of Sales Material References. For purposes of this
Agreement, all references to sales, promotional, marketing or advertising
material shall include, without limitation, advertisements (such as material
published, or designed for use in, a newspaper, magazine or other periodical,
radio, television, telephone or tape recording, videotape display, signs or
billboards, motion pictures or other public media), sales literature (i.e., any
written communication distributed or made generally available to customers or
the public, including brochures, circulars, research reports, market letters,
form letters, seminar texts, reprints or excerpts of any other advertisement,
sales literature or published article), and educational or training materials or
other communications distributed or made generally available to some or all
Agents or employees of the Broker-Dealer or the General Agent.

-16-
<PAGE>

Sec. 12.7 Noninterference with Employees, Agents, and Clients.

a. During the term of this Agreement, neither the Broker-Dealer
nor the General Agent shall hire or solicit, as an employee, agent, consultant,
registered representative or other sales representative, or in any other
capacity, any individual who has been, at any time within six months prior to
such hiring or solicitation, an employee, agent or registered representative of
the Distributor or any affiliate of the Distributor. Violation of this provision
shall constitute a material breach of this Agreement.

b. During the term of this Agreement, the Broker-Dealer and the
General Agent agree not to solicit knowingly any person who is a client of a
member of the career agency force of Equitable (an "Equitable agent"). If, while
servicing a client, the Broker-Dealer or General Agent ascertains that the
person is also a client of an active Equitable agent, the Broker-Dealer or
General Agent will refer the client to the Equitable agent and, if possible,
notify the Equitable agent of the person's interest. The Broker-Dealer and the
General Agent agree that no commission will be payable under this Agreement in
connection with any sale of a Contract which involves a violation of the
foregoing rules regarding clients of Equitable agents. In the event that an
Agent and an Equitable agent each claim the same person as a client, the
client's desires will be taken into consideration in determining the application
of this Section 12.7(b).

Sec. 12.8 No Waiver of Rights. The rights, remedies and obligations
contained in this Agreement are cumulative and are in addition to any and all
rights, remedies and obligations, at law or in equity, which the parties hereto
are entitled to under state and federal laws. Failure of any party to insist
upon strict compliance with any of the conditions of this Agreement shall not be
construed as a waiver of any of the conditions, but the same shall remain in
full force and effect. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute, a waiver of any other provisions, whether
or not similar, nor shall any waiver constitute a continuing waiver.

Sec. 12.9 Scope of Agreement. All Schedules and Exhibits to this Agreement
are part of the Agreement.

-17-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers.

_________________________________
[Broker-Dealer]

By:______________________________
Title:

_________________________________
[General Agent]

By:______________________________
Title:

Agreed to and accepted as of the _______ day
of __________, 199_ in New York, New York

EQUICO SECURITIES, INC.

By:__________________________________
Title:_________________________________

L5S_1.DOC/27424
MTX_1.DOC/29589
OPU_1.DOC/32034
10/95

-18-
<PAGE>

EXHIBIT A

GENERAL LETTER OF RECOMMENDATION

The General Agent hereby certifies to the Equitable Life Companies that
all the following requirements have been fulfilled in conjunction with the
submission of appointment papers for all applicants as agents of an Equitable
Life Company submitted by the General Agent, as listed on Schedule A. The
General Agent will, upon request, forward proof of compliance with same to the
Equitable Life Companies in a timely manner.

1. We have made a thorough and diligent inquiry and investigation relative
to each applicant's identity, residence and business reputation and declare that
each applicant is personally known to us, has been examined by us, is known to
be of good moral character, has a good business reputation, is reliable, is
financially responsible and is worthy of a license. Each individual is
trustworthy, competent and qualified to act as an agent for the Equitable Life
Companies and to hold himself or herself out in good faith to the general
public. We vouch for each applicant.

2. We have on file a Form U-4 which was completed by each applicant. We
have fulfilled all the necessary investigative requirements for the registration
of each applicant as a registered representative through our NASD member firm,
and each applicant is presently registered as an NASD registered representative.
The above information in our files indicates no fact or condition which would
disqualify the applicant from receiving a license, and all the findings of all
investigative information is favorable.

3. We certify that all educational requirements have been met for the
specific state in which each applicant is requesting a license and that all such
persons have fulfilled the appropriate examination, education and training
requirements.

4. If the applicant is required to submit his or her picture, signature or
securities registration in the state in which he or she is applying for a
license, we certify that those items forwarded to the Equitable Life Companies
are those of the applicant and the securities registration is a true copy of the
original.

5. We hereby warrant that the applicant is not applying for a license with
an Equitable Life Company in order to place insurance chiefly or solely on his
or her life or property or on the lives, property or liability of relatives or
associates.

6. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or all risks
written by these applicants, to the end that the insurance interest of the
public will be properly protected.

-i-
<PAGE>

7. We will not permit any applicant to transact insurance as an agent
until duly licensed therefor. No applicants have been given a contract or
furnished supplies, nor have any applicants been permitted to write or solicit
business or to act as an agent in any capacity, and they will not be so
permitted until the certificate of authority or license applied for is received.

This certification is given and agreed to as of the day and year first
above written.

____________________________________
[Broker-Dealer]

By:_________________________________

____________________________________
[General Agent]

By:_________________________________

-ii-

INSURED PERSON RICHARD ROE
[EQUITABLE LOGO]
POLICY OWNER RICHARD ROE

FACE AMOUNT
OF INSURANCE $50,000 VARIABLE
LIFE
DEATH BENEFIT OPTION A (SEE PAGE 6) INSURANCE
POLICY NUMBER XX XXX XXX POLICY
- --------------------------------------------------------------------------------

We agree to pay the Insurance Benefit of this policy and to provide its other
benefits and rights in accordance with its provisions.

FLEXIBLE PREMIUM VARIABLE LIFE POLICY

This is a flexible premium variable life insurance policy. You can, within
limits:
o increase or decrease the Face Amount of Insurance;
o make premium payments at any time and in any amount;
o change the death benefit option;
o change the allocation of net premiums and deductions among your
investment options; and
o transfer amounts among your investment options.

THIS POLICY IS GUARANTEED NOT TO LAPSE DURING THE POLICY YEARS SHOWN ON PAGE
3, SUBJECT TO PREMIUMS HAVING BEEN PAID IN ACCORDANCE WITH THE NO LAPSE
GUARANTEE PROVISION AS DESCRIBED IN THIS POLICY.

All of these rights and benefits are subject to the terms and conditions of
this policy. All requests for policy changes are subject to our approval and
may require evidence of insurability.

We will put your net premiums into your Policy Account. You may then
allocate them to one or more investment funds of our Separate Account(s)
(SA) and to our Guaranteed Interest Account (GIA).

THE PORTION OF YOUR POLICY ACCOUNT THAT IS IN AN INVESTMENT FUND OF OUR SA
WILL VARY UP OR DOWN DEPENDING ON THE UNIT VALUE OF SUCH INVESTMENT FUND,
WHICH IN TURN DEPENDS ON THE INVESTMENT PERFORMANCE OF THE SECURITIES HELD
BY THAT SA FUND. THERE ARE NO MINIMUM GUARANTEES AS TO SUCH PORTION OF YOUR
POLICY ACCOUNT.

The portion of your Policy Account that is in our GIA will accumulate, after
deductions, at rates of interest we determine. Such rates will not be less
than 4% a year.

THE AMOUNT AND DURATION OF THE DEATH BENEFIT MAY BE VARIABLE OR FIXED AS
DESCRIBED IN THIS POLICY.

This is a non-participating policy.

RIGHT TO EXAMINE POLICY. You may examine this policy and if for any reason
you are not satisfied with it, you may cancel it by returning this policy
with a written request for cancellation to our Administrative Office by the
10th day after you receive it. If you do this, we will refund the premiums
that were paid on this policy.

/s/ Pauline Sherman /s/ Joseph J. Melone
- ------------------- --------------------
Pauline Sherman, Vice President & Secretary Joseph J. Melone, Chairman &
Chief Executive Officer

No. 96-400

<PAGE>

Contents
- --------
Policy Information 3

Table of Maximum Monthly Charges
for Benefits 4

Those Who Benefit from this Policy 5

The Insurance Benefit We Pay 5

Changing the Face Amount of Insur-
ance or the Death Benefit Option 7

The Premiums You Pay 7

Your Policy Account and How it
Works 9

Your Investment Options 10

The Value of Your Policy Account 11

The Cash Surrender Value of this
Policy 12

How a Loan Can Be Made 13

Our Separate Account(s) (SA) 14

Our Annual Report to You 15

How Benefits are Paid 15

Other Important Information 16

IN THIS POLICY:
- ---------------
"We, "our," and "us" mean
Equitable Variable Life Insurance
Company.

"You" and "your" mean the
owner of this policy at the time
an owner's right is exercised.

Unless otherwise stated, all
references to interest in this
policy are effective annual rates
of interest.

Attained age means on the
birthday nearest to the beginning
of the current policy year.

ADMINISTRATIVE OFFICE:
- ----------------------
The address of our Administra-
tive Office is shown on Page 3.
You should send premiums and
correspondence to that address
unless instructed otherwise.

Copies of the application for this
policy and any additional benefit
riders are attached to the policy.

INTRODUCTION

The premiums you pay, after deductions are made in accordance with the Table of
Expense Charges in the Policy Information section, are put into your Policy
Account. Amounts in your Policy Account are allocated at your direction to one
or more investment funds of our SA and to our GIA.

The investment funds of our SA invest in securities and other investments whose
value is subject to market fluctuations and investment risk. There is no
guarantee of principal or investment experience.

Our GIA earns interest at rates we declare in advance of each policy year. The
rates are guaranteed for each policy year. The principal, after deductions, is
also guaranteed.

If death benefit Option A is in effect, the death benefit is the Face Amount of
Insurance, and the amount of the death benefit is fixed except when it is a
percentage of your Policy Account. If death benefit Option B is in effect, the
death benefit is the Face Amount of Insurance plus the amount in your Policy
Account. The amount of the death benefit is variable. Under either option, the
death benefit will never be less than a percentage of your Policy Account as
stated on Page 6.

This policy is guaranteed not to lapse during the policy years shown on Page 3,
subject to premiums having been paid in accordance with the No Lapse Guarantee
provision as described in this policy.

We make monthly deductions from your Policy Account to cover the cost of the
benefits provided by this policy and the cost of any benefits provided by riders
to this policy. If you give up this policy for its Net Cash Surrender Value,
reduce the Face Amount of Insurance, or if this policy ends without value at the
end of the grace period, we may deduct a surrender charge from your Policy
Account.

This is only a summary of what this policy provides. You should read all of it
carefully. Its terms govern your rights and our obligations.

No. 96-400 Page 2

<PAGE>

POLICY INFORMATION

INSURED PERSON RICHARD ROE

POLICY OWNER RICHARD ROE

FACE AMOUNT
OF INSURANCE $50,000

DEATH BENEFIT OPTION A (SEE PAGE 6)

POLICY NUMBER XX XXX XXX SEPARATE ACCOUNT [FP]

BENEFICIARY MARGARET H. ROE

DATE OF ISSUE AUGUST 3, 1996 SEX MALE

INSURED PERSON'S PREFERRED
STATE OF RESIDENCE SPECIMEN NON-TOBACCO USER

A MINIMUM INITIAL PREMIUM PAYMENT OF $95.53 IS DUE ON OR BEFORE DELIVERY OF THE
POLICY.

THE PLANNED PERIODIC PREMIUM OF [$150.00] IS PAYABLE [QUARTERLY].

NO LAPSE GUARANTEE PERIOD - 20 YEARS - SEE NO LAPSE GUARANTEE PROVISION.

SEE PAGE 3 - CONTINUED FOR TABLE OF NO LAPSE GUARANTEE PREMIUMS.

PREMIUM PAYMENTS ARE FOR THE INSURANCE BENEFIT AND ANY ADDITIONAL BENEFIT RIDERS
LISTED BELOW.

COST OF LIVING RIDER

THE PLANNED PERIODIC PREMIUMS SHOWN ABOVE MAY NOT BE SUFFICIENT TO CONTINUE THE
POLICY AND LIFE INSURANCE COVERAGE IN FORCE TO THE FINAL POLICY DATE, WHICH IS
THE POLICY ANNIVERSARY NEAREST THE INSURED PERSON'S 100TH BIRTHDAY. THE PERIOD
FOR WHICH THE POLICY AND COVERAGE WILL CONTINUE IN FORCE WILL DEPEND ON: (1) THE
AMOUNT, TIMING AND FREQUENCY OF PREMIUM PAYMENTS; (2) CHANGES IN THE FACE AMOUNT
OF INSURANCE AND THE DEATH BENEFIT OPTIONS; (3) CHANGES IN THE INTEREST RATES
CREDITED TO OUR GIA AND IN THE INVESTMENT PERFORMANCE OF THE INVESTMENT FUNDS OF
OUR SA; (4) CHANGES IN THE MONTHLY DEDUCTIONS FROM THE POLICY ACCOUNT FOR THIS
POLICY AND ANY BENEFITS PROVIDED BY RIDERS TO THIS POLICY; AND (5) LOAN AND
PARTIAL NET CASH SURRENDER VALUE WITHDRAWAL ACTIVITY.

96-400-3 PAGE 3
(CONTINUED ON NEXT PAGE)

<PAGE>

POLICY INFORMATION CONTINUED - POLICY NUMBER XX XXX XXX

-------- TABLE OF NO LAPSE GUARANTEE PREMIUMS ---------

BENEFITS MONTHLY PREMIUM
PREMIUM PERIOD

BASIC LIFE INSURANCE $31.42 20 YEARS

COST OF LIVING RIDER $ 0.51 20 YEARS

96-400-3 PAGE 3 - CONTINUED

<PAGE>

POLICY INFORMATION CONTINUED - POLICY NUMBER XX XXX XXX

-------- TABLE OF AUTOMATIC EXPENSE CHARGES --------

DEDUCTIONS FROM PREMIUM PAYMENTS:

CHARGE FOR APPLICABLE TAXES (OTHER THAN TAXES DISCUSSED ON PAGE 12):

[2,000%] OF EACH PREMIUM PAYMENT. THIS AMOUNT IS SUBTRACTED FROM EACH
PREMIUM PAYMENT. WE RESERVE THE RIGHT TO CHANGE THIS PERCENTAGE TO
CONFORM TO CHANGES IN THE LAW OR IF THE INSURED PERSON CHANGES
RESIDENCE.

PREMIUM CHARGE:

6% OF EACH PREMIUM PAYMENT.

DEDUCTIONS FROM YOUR POLICY ACCOUNT:

INITIAL ADMINISTRATIVE CHARGE:

$25.00 IS DEDUCTED AT THE BEGINNING OF EACH POLICY MONTH DURING THE
FIRST POLICY YEAR.

SUBSEQUENT YEARS ADMINISTRATIVE CHARGE:

[$6.00} IS DEDUCTED AT THE BEGINNING OF EACH POLICY MONTH DURING EACH
POLICY YEAR AFTER THE FIRST POLICY YEAR. WE RESERVE THE RIGHT TO CHANGE
THIS CHARGE BUT IT WILL NEVER BE MORE THAN $10.00 A MONTH. CHANGES WILL
BE AS DESCRIBED IN "CHANGES IN POLICY COST FACTORS" ON PAGE 16.

96-400-3 PAGE 3 - CONTINUED

<PAGE>

POLICY INFORMATION CONTINUED - POLICY NUMBER XX XXX XXX

-------- TABLE OF MAXIMUM SURRENDER CHARGES --------
FOR THE INITIAL FACE AMOUNT

BEGINNING OF BEGINNING OF
POLICY POLICY
YEAR CHARGE YEAR CHARGE
---- ------ ---- ------

1 $300.30 9 $300.30
2 300.30 10 296.13
3 300.30 11 246.08
4 300.30 12 196.03
5 300.30 13 145.98
6 300.30 14 95.93
7 300.30 15 45.88
8 300.30 16 AND LATER 0.00

A SURRENDER CHARGE WILL BE SUBTRACTED FROM YOUR POLICY ACCOUNT IF THIS POLICY IS
GIVEN UP FOR ITS NET CASH SURRENDER VALUE OR IF THIS POLICY TERMINATES WITHIN
THE FIRST FIFTEEN POLICY YEARS. THE MAXIMUM CHARGE IN THE FIRST POLICY MONTH OF
EACH POLICY YEAR IS SHOWN IN THE TABLE ABOVE (SUBJECT TO ANY APPLICABLE
LIMITATIONS IMPOSED BY THE INVESTMENT COMPANY ACT OF 1940). AFTER THE NINTH
POLICY YEAR, THE MAXIMUM CHARGE IN ANY OTHER POLICY MONTH WILL BE BASED ON THE
NUMBER OF POLICY MONTHS SINCE THE BEGINNING OF THE POLICY YEAR.

THIS TABLE ASSUMES NO FACE AMOUNT INCREASES. SEE PAGE 12 FOR A DESCRIPTION OF
CHANGES TO MAXIMUM SURRENDER CHARGES FOR FACE AMOUNT INCREASES.

IF THE FACE AMOUNT OF INSURANCE IS REDUCED WITHIN THE FIRST FIFTEEN POLICY
YEARS, A PRO RATA SHARE OF THE APPLICABLE SURRENDER CHARGE AT THAT TIME WILL BE
DEDUCTED FROM YOUR POLICY ACCOUNT. SEE PAGE 12 FOR A DESCRIPTION OF THE PRO RATA
SURRENDER CHARGE.

*****ADMINISTRATIVE OFFICE: EQUITABLE VARIABLE LIFE INSURANCE COMPANY*****
SPECIMEN SERVICE CENTER
100 SPECIMEN STREET
CITY, STATE 10001-6018

96-400-3 PAGE 3 - CONTINUED

<PAGE>

POLICY INFORMATION CONTINUED - POLICY NUMBER XX XXX XXX

-------- TABLE OF MAXIMUM MONTHLY CHARGES FOR BENEFITS --------

MONTHLY DEDUCTION
BENEFITS FROM POLICY ACCOUNT PERIOD

BASIC COST OF INSURANCE MAXIMUM MONTHLY COST OF
INSURANCE RATE (SEE PAGE
4 - CONTINUED) TIMES
THOUSANDS OF NET AMOUNT
AT RISK (SEE PAGE 9) 65 YEARS

COST OF LIVING RIDER $0.00917 TIMES THOUSANDS
OF FACE AMOUNT OF
INSURANCE 24 YEARS

96-400-4 PAGE 4
(CONTINUED ON NEXT PAGE)
<PAGE>

POLICY INFORMATION CONTINUED - POLICY NUMBER XX XXX XXX

- ---- TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES ----
PER $1,000 OF NET AMOUNT AT RISK (SEE PAGE 9) FOR BASIC LIFE INSURANCE

INSURED INSURED INSURED
PERSON'S PERSON'S PERSON'S
ATTAINED ATTAINED ATTAINED
AGE RATE AGE RATE AGE RATE

35 0.14083 55 0.65333 75 5.03667
36 0.14750 56 0.72167 76 5.59000
37 0.15667 57 0.79417 77 6.17500
38 0.16667 58 0.87250 78 6.78667
39 0.17833 59 0.96083 79 7.44000

40 0.19083 60 1.05917 80 8.16167
41 0.20583 61 1.16833 81 8.97250
42 0.22083 62 1.29417 82 9.89750
43 0.23833 63 1.43667 83 10.95167
44 0.25583 64 1.59833 84 12.11833

45 0.27667 65 1.77750 85 13.37417
46 0.29917 66 1.97083 86 14.69833
47 0.32333 67 2.18083 87 16.08083
48 0.34917 68 2.40583 88 17.49667
49 0.37833 69 2.65333 89 18.96583

50 0.41000 70 2.93250 90 20.51167
51 0.44667 71 3.30167 91 22.16500
52 0.48917 72 3.61750 92 23.98667
53 0.53667 73 4.04167 93 26.06583
54 0.59250 74 4.52000 94 28.78417

95 32.81750
96 39.64250
97 53.06583
98 83.33250
99 83.33250

96-400-4 PAGE 4 - CONTINUED

<PAGE>

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

THOSE WHO BENEFIT FROM THIS POLICY

OWNER. The owner of this policy is the insured person unless otherwise stated in
the application, or later changed.

As the owner, you are entitled to exercise all the rights of this policy while
the insured person is living. To exercise a right, you do not need the consent
of anyone who has only a conditional or future ownership interest in this
policy.

BENEFICIARY. The beneficiary is as stated in the application, unless later
changed. The beneficiary is entitled to the Insurance Benefit of this policy.
One or more beneficiaries for the Insurance Benefit can be named in the
application. If more than one beneficiary is named, they can be classed as
primary or contingent. If two or more persons are named in a class, their shares
in the benefit can be stated. The stated shares in the Insurance Benefit will be
paid to any primary beneficiaries who survive the insured person. If no primary
beneficiaries survive, payment will be made to any surviving contingent
beneficiaries. Beneficiaries who survive in the same class will share the
Insurance Benefit equally, unless you have made another arrangement with us.

If there is no designated beneficiary living at the death of the insured person,
we will pay the Insurance Benefit to the insured person's surviving children in
equal shares. If none survive, we will pay the insured person's estate.

CHANGING THE OWNER OR BENEFICIARY. While the insured person is living, you may
change the owner or beneficiary by written notice in a form satisfactory to us.
You can get such a form from our agent or by writing to us at our Administrative
Office. The change will take effect on the date you sign the notice. But, it
will not apply to any payment we make or other action we take before we receive
the notice. If you change the beneficiary, any previous arrangement you made as
to a payment option for benefits is cancelled. You may choose a payment option
for the new beneficiary in accordance with "How Benefits Are Paid" on Page 15.

ASSIGNMENT. You may assign this policy, if we agree. In any event, we will not
be bound by an assignment unless we have received it in writing at our
Administrative Office. Your rights and those of any other person referred to in
this policy will be subject to the assignment. We assume no responsibility for
the validity of an assignment. An absolute assignment will be considered as a
change of ownership to the assignee.

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

THE INSURANCE BENEFIT WE PAY

We will pay the Insurance Benefit of this policy to the beneficiary when we
receive at our Administrative Office (1) proof satisfactory to us that the
insured person died before the Final Policy Date; and (2) all other requirements
we deem necessary before such payment may be made. The Insurance Benefit
includes the following amounts, which we will determine as of the date of the
insured person's death:

o the death benefit described on Page 6;

o PLUS any other benefits then due from riders to this policy;

o MINUS any policy loan and accrued interest;

o MINUS any overdue deductions from your Policy Account if the insured
person dies during a grace period.

We will add interest to the resulting amount in accordance with applicable law.
We will compute the interest at a rate we determine, but not less than the
greater of (a) the rate we are paying on the date of payment under the Deposit
Option on Page 15, or (b) the rate required by any applicable law. Payment of
the Insurance Benefit may also be affected by other provisions of this policy.
See Pages 16 and 17, where we specify our right to contest the policy, the
suicide exclusion, and what happens if age or sex has been misstated. Special
exclusions or limitations (if any) are listed in the Policy Information section.

96-400-5 Page 5

<PAGE>

DEATH BENEFIT. The death benefit at any time will be determined under either
Option A or Option B below, whichever you have chosen and is in effect at such
time.

Under Option A, the death benefit is the greater of (a) the Face Amount of
Insurance; or (b) a percentage (see Table below) of the amount in your Policy
Account. Under this option, the amount of the death benefit is fixed, except
when it is determined by such percentage.

Under Option B, the death benefit is the greater of (a) the Face Amount of
Insurance plus the amount in your Policy Account; or (b) a percentage (see Table
below) of the amount in your Policy Account. Under this option the amount of the
death benefit is variable.

The percentages referred to above are the percentages from the following table
for the insured person's age (nearest birthday) at the beginning of the policy
year of determination.

TABLE OF PERCENTAGES
For ages not shown, the percentages shall
decrease by a ratable portion for each full year

INSURED INSURED
PERSON'S AGE PERCENTAGE PERSON'S AGE PERCENTAGE
- ------------ ---------- ------------ ----------

40 and under 250% 65 120%

45 215 70 115

50 185 75 thru 95 105

55 150 100 100

60 130

Section 7702 of the Internal Revenue Code of 1986, as amended (i.e., the
"Code"), gives a definition of life insurance which limits the amounts that may
be paid into a life insurance policy relative to the benefits it provides. Even
if this policy states otherwise, at no time will the "future benefits" under
this policy be less than an amount such that the "premiums paid" do not exceed
the Code's "guideline premium limitations". We may adjust the amount of premium
paid to meet these limitations. Also, at no time will the "death benefit" under
the policy be less than the "applicable percentage" of the "cash surrender
value" of the policy. The above terms are as defined in the Code. In addition,
we may take certain actions, described here and elsewhere in the policy, to meet
the definitions and limitations in the Code, based on our interpretation of the
Code. Please see "Policy Changes - Applicable Tax Law" for more information.

MATURITY BENEFIT. If the Insured person is living on the Final Policy Date
defined in the Policy Information section, we will pay you the amount in your
Policy Account on that date minus any policy loan and accrued interest. This
policy will then end.

96-400-5 Page 6
<PAGE>

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CHANGING THE FACE AMOUNT OF INSURANCE OR THE DEATH
BENEFIT OPTION

You may change the death benefit option or the Face Amount of Insurance by
written request to us at our Administrative Office, subject to our approval and
the following:

1. At any time after the first policy year while this policy is in force, you
may ask us to increase the Face Amount of Insurance if you provide evidence
satisfactory to us of the insurability of the insured person. If you request
an increase and the rating class of the insured person on the date of the
increase is higher, a separate policy will be issued for the amount of the
increase. Any increase you ask for must be at least $10,000. There is a
charge for such increase of $1.50 for each $1,000 of insurance, but not more
than $240.00 per increase. We will deduct the charge from your Policy
Account as of the date the increase takes effect. Such deduction will be
made in accordance with the "Allocations" provision on Page 10. If you
increase the face amount, an additional fifteen year surrender charge may
apply to that increase if any or all of that increase is surrendered before
the end of the fifteenth year from the effective date of increase.

2. At any time after the second policy year while this policy is in force, you
may ask us to reduce the Face Amount of Insurance but not to less than the
minimum amount for which we would then issue this policy under our rules.
Any such reduction in the Face Amount of Insurance may not be less than
$10,000. If you do this before the end of the fifteenth policy year or
before the end of the fifteenth year following an increase in the face
amount, we will deduct from your Policy Account a pro rata share of the
applicable surrender charge (see Page 12). Reductions will first be applied
against the most recent increase in the Face Amount of Insurance. They will
then be applied to prior increases in the Face Amount of Insurance in the
reverse order in which such increases took place, and then to the original
Face Amount of Insurance.

3. At any time after the second policy year while this policy is in force, you
can change your death benefit option. If you ask us to change from Option A
to Option B, we will decrease the Face Amount of Insurance by the amount in
your Policy Account on the date the change takes effect. However, we reserve
the right to decline to make such change if it would reduce the Face Amount
of Insurance below the minimum amount for which we would then issue this
policy under our rules. We also reserve the right to request evidence of
insurability for a change to Option B. If you ask us to change from Option B
to Option A, we will increase the Face Amount of Insurance by the amount in
your Policy Account on the date the change takes effect. Such decreases and
increases in the Face Amount of Insurance are made so that the death benefit
remains the same immediately before and after the change.

4. The change will take effect at the beginning of the policy month that
coincides with or next follows the date we approve your request.

5. We reserve the right to decline to make any change that we determine would
cause this policy to fail to qualify as life insurance under applicable tax
law as interpreted by us (see Page 16).

6. You may ask for a change by completing an application for change, which you
can get from our agent or by writing to us at our Administrative Office. A
copy of your application for change will be attached to the new Policy
Information section that we will issue when the change is made. The new
section and the application for change will become a part of this policy. We
may require you to return this policy to our Administrative Office to make a
policy change.

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

THE PREMIUMS YOU PAY

The minimum initial premium payment shown in the Policy Information section is
due on or before delivery of this policy. No insurance will take effect before a
premium at least equal to the minimum initial premium payment is paid. Other
premiums may be paid at any time while this policy is in force and before the
Final Policy Date at our Administrative Office.

We will send premium notices to you for the planned periodic premium shown in
the Policy Information section. You may skip planned periodic premium payments.
However, this may adversely affect the duration of the death benefit and your
policy's values. We will assume that any payment you make to us is a premium
payment, unless you tell us in writing that it is a loan repayment.

96-400-7 Page 7
<PAGE>

LIMITS. Each premium payment after the initial one must be at least $100. We may
increase this minimum limit 90 days after we send you written notice of such
increase. We reserve the right to limit the amount of any premium payments you
may make which are in excess of the greater of the Planned Periodic Premium or
the No Lapse Guarantee Premium shown on Page 3 - Continued.

We also reserve the right not to accept premium payments or to return excess
amounts (in a policy year) that we determine would cause this policy to fail to
qualify as life insurance under applicable tax law as interpreted by us (see
Page 16).

NO LAPSE GUARANTEE. This policy is guaranteed not to lapse during the policy
years shown on Page 3 if the sum of premium payments accumulated at 4%, less any
partial withdrawals accumulated at 4%, is at least equal to the No Lapse
Guarantee Premium(s) (shown on Page 3 - Continued for base policy and additional
benefit riders, if any) accumulated at 4%, and any outstanding loan and accrued
loan interest does not exceed the cash surrender value. Certain policy changes
after issue will change the No Lapse Guarantee Premium(s). This no lapse
guarantee terminates at the end of the policy year shown on Page 3.

GRACE PERIOD. At the beginning of each policy month, the Net Cash Surrender
Value will be compared to the total monthly deductions described on Page 9. If
the Net Cash Surrender Value is sufficient to cover the total monthly
deductions, the policy is not in default.

If the Net Cash Surrender Value at the beginning of any policy month during the
no lapse guarantee period is less than such deductions for that month we will
perform the following calculations to determine whether the policy is in
default:

1. Determine the No Lapse Guarantee Premium fund. The No Lapse Guarantee
Premium fund for any policy month is the accumulation of all the No Lapse
Guarantee premiums shown on Page 3 - Continued up to that month at 4%
interest.

2. Determine the actual premium fund. The actual premium fund for any policy
month is the accumulation of all the premiums received at 4% interest
minus all withdrawals accumulated at 4% interest.

3. If the result in Step 2 is greater than or equal to the result in Step 1,
and any loan and accrued loan interest does not exceed the Cash Surrender
Value, the policy is not in default. The no lapse guarantee will be in
effect and monthly deductions in excess of the Policy Account will be
waived.

4. If the result of Step 2 is less than the result in Step 1, or if the
result of Step 2 is greater than or equal to the result in Step 1 and any
loan and accrued loan interest exceeds the Cash Surrender Value, the
policy is in default as of the first day of this policy month. This is
the date of default.

If the no lapse guarantee has terminated (see No Lapse Guarantee provision) the
calculations in Steps 1. - 4. above will not be performed. In that case, if the
Net Cash Surrender Value at the beginning of any policy month is less than the
monthly deductions for that month, the policy is in default as of the first day
of such policy month.

If the policy is in default, we will send you and any assignee on our records at
last known addresses written notice stating that a grace period of 61 days has
begun as of the date of default. The notice will also state the amount of
payment that is due.

The payment required will not be more than an amount sufficient to increase the
Net Cash Surrender Value to cover all monthly deductions for 3 months calculated
assuming no interest or investment performance were credited to or charged
against the Policy Account and no policy changes were made.

If we do not receive such amount at our Administrative Office before the end of
the grace period, your policy will lapse as of the date of default and we will
then (1) withdraw and retain the entire amount in your Policy Account; and (2)
send a written notice to you and any assignee on our records at last known
addresses stating that this policy has ended without value.

If we receive the requested amount before the end of the grace period, but the
Net Cash Surrender Value is still insufficient to cover total monthly
deductions, we will send a written notice that a new 61-day grace period has
begun and request an additional payment.

If the insured person dies during a grace period, we will pay the Insurance
Benefit as described on Page 5.

96-400-7 Page 8

<PAGE>

RESTORING YOUR POLICY BENEFITS. If this policy has ended without value, you may
restore policy benefits while the insured person is alive if you: Ask for
restoration of policy benefits within 6 months from the end of the grace period;
and

1. Provide evidence of insurability satisfactory to us; and

2. Make a required payment. The required payment will not be more than an
amount sufficient to cover (i) the monthly administrative charges from
the date of default to the effective date of restoration; (ii) total
monthly deductions for 3 months, calculated from 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 applicable taxes, the premium
charge, and any increase in surrender charges associated with this
payment. We will determine the amount of this required payment as if no
interest or investment performance were credited to or charged against
your Policy Account.

From the required payment we will deduct the charge for applicable taxes and the
premium charge. The policy account on the date of restoration will be equal to
the balance of the required payment plus a surrender charge credit. The
surrender charge credit will be the surrender charge that was deducted on the
date of default, but not greater than the applicable surrender charge as of the
effective date of restoration.

The effective date of the restoration of policy benefits will be the beginning
of the policy month which coincides with or next follows the date we approve
your request.

We will start to make monthly charges again as of the effective date of
restoration. The monthly administrative charges from the date of default to the
effective date of restoration will be deducted from the Policy Account as of the
effective date of restoration.

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

YOUR POLICY ACCOUNT AND HOW IT WORKS

PREMIUM PAYMENTS. When we receive your premium payments, we subtract the expense
charges shown in the table in the Policy Information section and any overdue
monthly deductions (unless waived under the No Lapse Guarantee provision.) We
put the balance (the net premium) into your Policy Account as of the date we
receive the premium payment at our Administrative Office, and before any
deductions from your Policy Account due on that date are made. However, we will
put the initial net premium payment into your Policy Account as of the Register
Date if it is later than the date of receipt. No premiums will be applied to
your Policy Account until the minimum initial premium payment, as shown in the
Policy Information Section, is received at our Administrative Office.

MONTHLY DEDUCTIONS. At the beginning of each policy month we make a deduction
from your Policy Account to cover monthly administrative charges and to provide
insurance coverage. Such deduction for any policy month is the sum of the
following amounts determined as of the beginning of that month:

o the monthly administrative charges;

o the monthly cost of insurance for the insured person; and

o the monthly cost of any benefits provided by riders to this policy.

The monthly cost of insurance is the sum of a) our current monthly cost of
insurance rate times the net amount at risk at the beginning of the policy month
divided by $1,000; plus b) any flat extra charge shown in the Policy Information
section. The net amount at risk at any time is the death benefit minus the
amount in your Policy Account at that time.

We will determine cost of insurance rates from time to time. Any change in the
cost of insurance rates we use will be as described in "Changes in Policy Cost
Factors" on Page 16. They will never be more than those shown in the Table of
Guaranteed Maximum Cost of Insurance Rates on Page 4 - Continued.

96-400-9 Page 9

<PAGE>

OTHER DEDUCTIONS. We also make the following other deductions from your Policy
Account as they occur:

o We deduct a withdrawal charge if you make a partial withdrawal of the Net
Cash Surrender Value (see Page 13).

o We deduct a surrender charge if, before the end of the fifteenth policy year,
you give up this policy for its Net Cash Surrender Value, you reduce the Face
Amount of Insurance, or if this policy terminates without value at the end of
a grace period (see Page 12). A surrender charge will also apply to such
transactions for up to fifteen years following a face amount increase.

o We deduct a charge if you increase the Face Amount of Insurance (see Page 7).

o We deduct a charge for certain transfers (see below).

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

YOUR INVESTMENT OPTIONS

ALLOCATIONS. This policy provides investment options for the amount in your
Policy Account. Amounts put into your Policy Account and deductions from it are
allocated to the investment funds of our SA and to the unloaned portion of our
GIA at your direction. You specified your initial premium allocation and
deduction allocation percentages in your application for this policy, a copy of
which is attached to this policy. Unless you change them, such percentages shall
also apply to subsequent premium and deduction allocations. However, any amounts
which are put into your Policy Account prior to the Allocation Date and which
are to be allocated to the investment funds of our SA will initially be
allocated to (and monthly deductions taken from) the Money Market Fund of our SA
except for any amount allocated to the GIA. The Allocation Date is the first
business day (see Page 12) twenty calendar days after the date of issue of this
policy. On the Allocation Date, any such amounts then in the Money Market Fund
will be allocated in accordance with the directions contained in your policy
application.

Allocation percentages must be zero or a whole number not greater than 100. The
sum of the premium allocation percentages and of the deduction allocation
percentages must each equal 100.

You may change such allocation percentages by written notice to our
Administrative Office. A change will take effect on the date we receive it at
our Administrative Office except for changes received on or prior to the
Allocation Date which will take effect on the first business day following the
Allocation Date.

If we cannot make a monthly deduction on the basis of the deduction allocation
percentages then in effect, we will make that deduction based on the proportion
that your unloaned value in our GIA and your values in the investment funds of
our SA bear to the total unloaned value in your Policy Account.

TRANSFERS. At your written request to our Administrative Office, we will
transfer amounts from your value in any investment fund of our SA to one or more
other funds of our SA or to our GIA. Any such transfer will take effect on the
date we receive your written request at our Administrative Office. However, no
transfers will be made prior to the Allocation Date.

Once during each policy year you may ask us by written request to our
Administrative Office to transfer an amount you specify from your unloaned value
in our GIA to one or more investment funds of our SA. However, we will make such
a transfer only if (1) we receive your written request at our Administrative
Office within 30 days before or after a policy anniversary; and (2) the amount
you specify is not more than the greater of 25% of your unloaned value in our
GIA as of the date the transfer takes effect or $500.00. In no event will we
transfer more than your unloaned value in our GIA. The transfer will take effect
on the date we receive your written request for it at our Administrative Office
but not before the policy anniversary.

The minimum amount that we will transfer from your value in an investment fund
of our SA on any date is the lesser of $500.00 or your value in that investment
fund on that date, except as stated in the next paragraph. The minimum amount
that we will transfer from your value in our GIA is the lesser of $500.00 or
your unloaned value in our GIA as of the date the transfer takes effect, except
as stated in the next paragraph.

We will waive the minimum amount limitations set forth in the immediately
preceding paragraph if the total amount being transferred on that date is at
least $500.00.

96-400-9 Page 10

<PAGE>

We reserve the right to make a transfer charge up to $25.00 for each transfer of
amounts among your investment options. The transfer charge, if any, is deducted
from the amounts transferred from the investment funds of our SA and the GIA
based on the proportion that the amount transferred from each investment fund
and the GIA bears to the total amount being transferred. A transfer from the
Money Market Fund on the Allocation Date (if applicable) will not incur a
transfer charge. If you ask us to transfer the entire amount of your value in
the investment funds of our SA to our GIA, we will not make a charge for that
transfer.

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

THE VALUE OF YOUR POLICY ACCOUNT

The amount in your Policy Account at any time is equal to the sum of the amounts
you then have in our GIA and the investment funds of our SA under this policy.

YOUR VALUE IN OUR GIA. The amount you have in our GIA at any time is equal to
the amounts allocated and transferred to it, plus the interest credited to it,
minus amounts deducted, transferred and withdrawn from it.

We will credit the amount in our GIA with interest rates we determine. We will
determine such interest rates annually in advance for unloaned and loaned
amounts in our GIA. The rates may be different for unloaned and loaned amounts.
The interest rates we determine each year will apply to the policy year that
follows the date of determination. Any change in the interest rates we determine
will be as described in "Changes in Policy Cost Factors" on Page 16. Such
interest rates will not be less than 4%. Interest accrues and is credited on
unloaned amounts in the GIA daily. However, we will credit interest on the
initial net premium from the Register Date if it is later than the date of
receipt provided the initial premium is at least equal to the minimum initial
premium shown on Page 3 of the policy.

We credit interest on the loaned portion of our GIA daily. The interest rate we
credit to the loaned portion of our GIA 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 is increased. In no event will we credit
less than 4% a year. On each policy anniversary and at any time you repay all of
a policy loan, we allocate the interest that has been credited to the loaned
portion of our GIA to the investment funds of our SA and the unloaned portion of
our GIA in accordance with your premium allocation percentages.

YOUR VALUE IN THE INVESTMENT FUNDS OF OUR SA. The amount you have in an
investment fund of our SA under this policy at any time is equal to the number
of units this policy then has in that fund multiplied by the fund's unit value
at that time.

Amounts allocated, transferred or added to an investment fund of our SA are used
to purchase units of that fund; units are redeemed when amounts are deducted,
loaned, transferred or withdrawn. These transactions are called policy
transactions.

The number of units a policy has in an investment fund at any time is equal to
the number of units purchased minus the number of units redeemed in that fund to
that time. The number of units purchased or redeemed in a policy transaction is
equal to the dollar amount of the policy transaction divided by the fund's unit
value on the date of the policy transaction. Policy transactions may be made on
any day. The unit value that applies to a transaction made on a business day
will be the unit value for that day. The unit value that applies to a
transaction made on a non-business day will be the unit value for the next
business day.

We determine unit values for the investment funds of our SA at the end of each
business day. Generally, a business day is any day we are open and the New York
Stock Exchange is open for trading. A business day immediately preceded by one
or more non-business days will include those non-business days as part of that
business day. For example, a business day which falls on a Monday will consist
of that Monday and the immediately preceding Saturday and Sunday.

96-400-11 Page 11

<PAGE>

The unit value of an investment fund of our SA on any business day is equal to
the unit value for that fund on the immediately preceding business day
multiplied by the net investment factor for that fund on that business day.

The net investment factor for an investment fund of our SA on any business day
is (a) divided by (b), minus (c), where:

(a) is the net asset value of the shares in designated investment companies that
belong to the investment fund at the close of business on such business day
before any policy transactions are made on that day, plus the amount of any
dividend or capital gain distribution paid by the investment companies on that
day;

(b) is the value of the assets in that investment fund at the close of business
on the immediately preceding business day after all policy transactions were
made for that day; and

(c) is a charge for each calendar day in that business day, as defined above,
corresponding to a charge not exceeding .80% yearly for mortality and expense
risks, plus any charge for that day for taxes or amounts set aside as a reserve
for taxes.

The net asset value of an investment company's shares held in each investment
fund shall be the value reported to us by that investment company.

THE CASH SURRENDER VALUE OF THIS POLICY

CASH SURRENDER VALUE. The Cash Surrender Value on any date is equal to the
amount in your Policy Account on that date minus any surrender charge.

NET CASH SURRENDER VALUE. The Net Cash Surrender Value is equal to the Cash
Surrender Value minus any policy loan and accrued loan interest. You may give up
this policy for its Net Cash Surrender Value at any time while the insured
person is living. You may do this by sending us a written request for it and
this policy to our Administrative Office. Your written request for cancellation
or surrender must include the following:

1. An unequivocal request for cancellation or surrender;

2. The policy number of the policy to be canceled or surrendered;

3. The name of the insured and owner (if other than the insured) and address
where proceeds should be mailed;

4. The signature of the owner of the policy and, if required by the policy or
by a legally binding document of which we have an actual notice, the
signature of a collateral assignment, irrevocable beneficiary, or other
person having an interest in the policy through the legally binding
document.

If this policy has a cash surrender value and is being given up for its net cash
surrender value, a completed withholding authorization (I.R.S. Form W-9) must
also be included with your written request. If this form is not provided to us
with your written request for cancellation or surrender, we will withhold income
tax on the taxable portion of your distribution at the mandated federal and
state tax rates. We will compute the Net Cash Surrender Value as of the date we
receive your request for it and this policy at our Administrative Office. If the
policy has been lost, stolen or destroyed, you must include a statement in the
written request that the policy was lost, stolen or destroyed with an
approximate date of when the policy was lost, stolen or destroyed. All insurance
coverage under this policy ends on the date we receive your written request.

SURRENDER CHARGES. If you give up this policy for its Net Cash Surrender Value
or if it ends without value at the end of a grace period before the end of the
fifteenth policy year, we will subtract a surrender charge from your Policy
Account. A table of maximum surrender charges for the initial face amount is in
the Policy Information section.

We will also establish surrender charges for any increase in the Face Amount of
Insurance that represents an increase over the previous highest Face Amount.
These will apply before the end of the fifteenth year from the effective date of
the increase. Changes in Face Amount resulting from a change in death benefit
option will not be considered in computing the previous highest Face Amount.

If the Face Amount of Insurance is reduced before the end of the fifteenth
policy year or within fifteen years following a face amount increase, we will
also deduct a proportionate amount of any applicable surrender charge from your
Policy Account. Such deduction will be made in accordance with the "Allocations"
provision on Page 10. Reductions will first be applied against the most recent
increase in the Face Amount of Insurance. They will then be applied to prior
increases in the Face Amount of Insurance in the reverse order in which such
increases took place, and then to the original Face Amount of Insurance.

We have filed a detailed statement of the method of computing surrender charges
with the insurance supervisory official of the jurisdiction in which this policy
is delivered.

96-400-11 Page 12
<PAGE>

PARTIAL NET CASH SURRENDER VALUE WITHDRAWAL. After the first policy year and
while the insured person is living, you may ask for a partial Net Cash Surrender
Value withdrawal by written request to our Administrative Office. Your request
will be subject to our approval based on our rules in effect when we receive
your request, and to the minimum withdrawal amount of $500.00. The amount
withdrawn from the Policy Account is equal to the amount requested plus an
expense charge equal to the lesser of $25.00 and 2% of the amount withdrawn. We
have the right to decline a request for a partial Net Cash Surrender Value
withdrawal. A partial withdrawal will result in a reduction in the Cash
Surrender Value and in your Policy Account equal to the amount withdrawn plus
the expense charge as well as a reduction in your death benefit. If the death
benefit is Option A, the withdrawal may also result in a decrease in the face
amount.

You may tell us how much of each partial withdrawal is to come from your
unloaned value in our GIA and from your values in each of the investment funds
of our SA. If you do not tell us, we will make the withdrawal on the basis of
your monthly deduction allocation percentages then in effect. The expense charge
is deducted from your value remaining in the investment options from which the
withdrawal was made, based on the proportion that the amount withdrawn from each
investment fund and the GIA bears to the total amount being withdrawn. If we
cannot make the withdrawal or deduct the expense charge as indicated above, we
will make the withdrawal and deduction based on the proportion that your
unloaned value in our GIA and your values in the investment funds of our SA bear
to the total unloaned value in your Policy Account.

Such withdrawal and resulting reduction in the death benefit, in the Cash
Surrender Value and in your Policy Account will take effect on the date we
receive your written request at our Administrative Office. We will send you a
new Policy Information section if a withdrawal results in a reduction in the
Face Amount of Insurance. It will become a part of this policy. We may require
you to return this policy to our Administrative Office to make a change.

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

HOW A LOAN CAN BE MADE

POLICY LOANS. You can take a loan on this policy while it has a loan value. This
policy will be the only security for the loan. The initial loan and each
additional loan must be for at least $500.00. Any amount on loan is part of your
Policy Account (see Page 11). We refer to this as the loaned portion of your
Policy Account.

LOAN VALUE. The loan value on any date is 90% of the Cash Surrender Value on
that date. The amount of the loan may not be more than the loan value. If you
request an increase to an existing loan, the additional amount requested will be
added to the amount of the existing loan and accrued loan interest.

Your request for a policy loan must be in writing to our Administrative Office.
You may tell us how much of the requested loan is to be allocated to your
unloaned value in our GIA and your value in each investment fund of our SA. Such
values will be determined as of the date we receive your request. If you do not
tell us, we will allocate the loan on the basis of your monthly deduction
allocation percentages then in effect. If we cannot allocate the loan on the
basis of your direction or those percentages, we will allocate it based on the
proportion that your unloaned value in our GIA and your values in the investment
funds of our SA bear to the total unloaned value in your Policy Account.

The loaned portion of your Policy Account will be maintained as a part of our
GIA. Thus, when a loaned amount is allocated to an investment fund of our SA, we
will redeem units of that investment fund sufficient in value to cover the
amount of the loan so allocated and transfer that amount to our GIA.

LOAN INTEREST. Interest on a loan accrues daily at an adjustable loan interest
rate. We will determine the rate at the beginning of each policy year, subject
to the following paragraphs. It will apply to any new or outstanding loan under
the policy during the policy year next following the date of determination.

The maximum loan interest rate for a policy year shall be the greater of: (1)
the "Published Monthly Average," as defined below, for the calendar month that
ends two months before the date of determination; or (2) 5%. "Published Monthly
Average" means the Monthly Average Corporates yield shown in Moody's Corporate
Bond Yield Averages published by Moody's Investors Service, Inc., or any
successor thereto. If such averages are no longer published, we will use such
other averages as may be established by regulation by the insurance supervisory
official of the jurisdiction in which this

96-400-13 Page 13
<PAGE>

policy is delivered. In no event will the loan interest rate for a policy year
be greater than the maximum rate permitted by applicable law. We reserve the
right to establish a rate lower than the maximum.

No change in the rate shall be less than 1/2 of 1% a year. We may increase the
rate whenever the maximum rate as determined by clause (1) of the preceding
paragraph exceeds the rate being charged by 1/2 of 1% or more. We will reduce
the rate to or below the maximum rate as determined by clause (1) of the
preceding paragraph if such maximum is lower than the rate being charged by 1/2
of 1% or more.

We will notify you of the initial loan interest rate when you make a loan. We
will also give you advance written notice of any increase in the interest rate
of any outstanding loan.

Loan interest is due on each policy anniversary. If the interest is not paid
when due, it will be added to your outstanding loan and allocated on the basis
of the deduction allocation percentages then in effect. If we cannot make the
allocation on the basis of these percentages, we will make it based on the
proportion that your unloaned value in our GIA and your values in the investment
funds of our SA bear to the total unloaned value in your Policy Account. The
unpaid interest will then be treated as part of the loaned amount and will bear
interest at the loan rate.

When unpaid loan interest is allocated to an investment fund of our SA, we will
redeem units of that investment fund sufficient in value to cover the amount of
the interest so allocated and transfer that amount to our GIA.

LOAN REPAYMENT. You may repay all or part of a policy loan at any time while the
insured person is alive and this policy is in force.

Repayments will first be allocated to our GIA until you have repaid any loaned
amounts that were allocated to our GIA. You may tell us how to allocate payments
above that amount among our GIA and the investment funds of our SA. If you do
not tell us, we will make the allocation on the basis of the premium allocation
percentages then in effect.

Failure to repay a policy loan or to pay loan interest will not terminate this
policy unless at the beginning of a policy month the Net Cash Surrender Value is
less than the total monthly deduction then due. In that case, the Grace Period
provision will apply (see Page 8).

A policy loan will have a permanent effect on your benefits under this policy
even if it is repaid.

- --------------------------------------------------------------------------------
OUR SEPARATE ACCOUNT(S) (SA)

We established and we maintain our SA under the laws of New York State. Realized
and unrealized gains and losses from the assets of our SA are credited or
charged against it without regard to our other income, gains, or losses. Assets
are put in our SA to support this policy and other variable life insurance
policies. Assets may be put in our SA for other purposes, but not to support
contracts or policies other than variable contracts.

The assets of our SA are our property. The portion of its assets equal to the
reserves and other policy liabilities with respect to our SA will not be
chargeable with liabilities arising out of any other business we conduct. We may
transfer assets of an investment fund in excess of the reserves and other
liabilities with respect to that fund to another investment fund or to our
General Account.

INVESTMENT FUNDS. Our SA consists of investment funds. Each fund may invest its
assets in a separate class of shares of a designated investment company or
companies or make direct investments in securities. The investment funds of our
SA that you chose for your initial allocations are shown on the application for
this policy, a copy of which is attached to this policy. We may from time to
time make other investment funds available to you or we may create a new SA. We
will provide you with written notice of all material details including
investment objectives and all charges.

We have the right to change or add designated investment companies. We have the
right to add or remove investment funds. We have the right to withdraw assets of
a class of policies to which this policy belongs from an investment fund and put
them in another investment fund. We also have the right to combine any two or
more investment funds. The term investment fund in this policy shall then refer
to any other investment fund in which the assets of a class of policies to which
this policy belongs were placed.

96-400-13 Page 14

<PAGE>

We have the right to:

1. register or deregister any SA available under this policy under the
Investment Company Act of 1940;

2. run any SA available under this policy under the direction of a committee,
and discharge such committee at any time;

3. restrict or eliminate any voting rights of policy owners, or other persons
who have voting rights as to any SA available under this policy; and

4. operate any SA available under this policy or one or more of its investment
funds by making direct investments or in any other form. If we do so, we may
invest the assets of such SA or one or more of the investment funds in any
legal investments. We will rely upon our own or outside counsel for advice in
this regard. Also, unless otherwise required by law or regulation, an
investment adviser or any investment policy may not be changed without our
consent. If required by law or regulation, the investment policy of an
investment fund of any SA available under this policy will not be changed by
us unless approved by the Superintendent of Insurance of New York State or
deemed approved in accordance with such law or regulation.

If any of these changes result in a material change in the underlying
investments of an investment fund of our SA, we will notify you of such change,
as required by law. If you have value in that investment fund, if you wish, we
will transfer it at your written direction from that fund (without charge) to
another fund of our SA or to our GIA, and you may then change your premium and
deduction allocation percentages.

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

OUR ANNUAL REPORT TO YOU

For each policy year we will send you a report for this policy that shows the
current death benefit, the value you have in our GIA and the value you have in
each investment fund of any SA available under this policy, the Cash Surrender
Value and any policy loan with the current loan interest rate. It will also show
the premiums paid and any other information as may be required by the insurance
supervisory official of the jurisdiction in which this policy is delivered.

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

HOW BENEFITS ARE PAID

You can have the Insurance Benefit, your Net Cash Surrender Value withdrawals or
your Policy Account payable on the Final Policy Date paid immediately in one
sum. Or, you can choose another form of payment for all or part of them. If you
do not arrange for a specific choice before the insured person dies, the
beneficiary will have this right when the insured person dies. If you do make an
arrangement, however, the beneficiary cannot change it after the insured person
dies.

Payments under the following options will not be affected by the investment
experience of any investment fund of our SA after proceeds are applied under
such options.

The options are:

1. DEPOSIT: The sum will be left on deposit for a period mutually agreed upon.
We will pay interest at the end of every month, every 3 months, every 6
months or every 12 months, as chosen.

2. INSTALLMENT PAYMENTS: There are two ways that we pay installments:

A. FIXED PERIOD: We will pay the sum in equal installments for a specified
number of years (not more than 30). The installments will be at least
those shown in the Table of Guaranteed Payments on Page 18.

B. FIXED AMOUNT: We will pay the sum in installments as mutually agreed
upon until the original sum, together with interest on the unpaid
balance, is used up.

3. MONTHLY LIFE INCOME: We will pay the sum as a monthly income for life. The
amount of the monthly payment will be at least that shown in the Table of
Guaranteed Payments on Page 18. You may choose any one of three ways to
receive monthly life income. We will guarantee payments for at least 10
years (called "10 Years Certain"); at least 20 years (called "20 Years
Certain"); or until the payments we make equal the original sum (called
"Refund Certain").

4. OTHER: We will apply the sum under any other option requested that we make
available at the time of payment.

96-400-15 Page 15
<PAGE>

The payee may name and change a successor payee for any amount we would
otherwise pay to the payee's estate.

Any arrangements involving more than one of the options, or a payee who is not a
natural person (for example, a corporation) or who is a fiduciary, must have our
approval. Also, details of all arrangements will be subject to our rules at the
time the arrangement takes effect. These include rules on: the minimum amount we
will apply under an option and minimum amounts for installment payments;
withdrawal or commutation rights; naming payees and successor payees; and
proving age and survival.

Payment choices (or any later changes) will be made and will take effect in the
same way as a change of beneficiary. Amounts applied under these options will
not be subject to the claims of creditors or to legal process, to the extent
permitted by law.

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

OTHER IMPORTANT INFORMATION

YOUR CONTRACT WITH US. This policy is issued in consideration of payment of the
initial premium payment shown in the Policy Information section.

This policy, and the attached copy of the initial application and all subsequent
applications to change this policy, and all additional Policy Information
sections added to this policy, make up the entire contract. The rights conferred
by this policy are in addition to those provided by applicable Federal and State
laws and regulations.

Only our Chairman of the Board, our President or one of our Vice Presidents can
modify this contract or waive any of our rights or requirements under it. The
person making these changes must put them in writing and sign them.

POLICY CHANGES - APPLICABLE TAX LAW. For you and the beneficiary to receive the
tax treatment accorded to life insurance under Federal law, this policy must
qualify initially and continue to qualify as life insurance under the Code or
successor law. Therefore, we have reserved earlier in this policy the right to
decline to accept premium payments, to decline to change death benefit options,
to decline to change the Face Amount of Insurance, or to decline to make partial
withdrawals that, in our opinion, would cause this policy to fail to qualify as
life insurance under applicable tax law. Further, we reserve the right to make
changes in this policy or its riders (for example, in the percentages on Page 6)
or to require additional premium payments or to make distributions from this
policy or to change the Face Amount of Insurance to the extent we deem it
necessary to continue to qualify this policy as life insurance. Any such changes
will apply uniformly to all policies that are affected. You will be given
advance written notice of such changes.

CHANGES IN POLICY COST FACTORS. Changes in policy cost factors (interest rates
we credit, cost of insurance deductions and expense charges) will be by class
and based upon changes in future expectations for such elements as: investment
earnings, mortality, persistency, expenses and taxes. Any change in policy cost
factors will be determined in accordance with procedures and standards on file,
if required, with the insurance supervisory official of the jurisdiction in
which this policy is delivered.

WHEN THE POLICY IS INCONTESTABLE. We have the right to contest the validity of
this policy based on material misstatements made in the initial application for
this policy. We also have the right to contest the validity of any policy change
or restoration based on material misstatements made in any application for that
change or restoration. However, we will not contest the validity of this policy
after it has been in effect during the lifetime of the insured person for two
years from the date of issue shown in the Policy Information section. We will
not contest any policy change that requires evidence of insurability, or any
restoration of this policy, after the change or restoration has been in effect
for two years during the insured person's lifetime.

No statement shall be used to contest a claim unless contained in an
application.

All statements made in an application are representations and not warranties.

See any additional benefit riders for modifications of this provision that apply
to them.

WHAT IF AGE OR SEX HAS BEEN MISSTATED? If the insured person's age or sex has
been misstated on any application, the death benefit and any benefits provided
by riders to this policy shall be those which would be purchased by the most
recent deduction for the cost of insurance, and the cost of any benefits
provided by riders, at the correct age and sex.

96-400-15 Page 16

<PAGE>

HOW THE SUICIDE EXCLUSION AFFECTS BENEFITS. If the insured person commits
suicide (while sane or insane) within two years after the Date of Issue shown in
the Policy Information section, our liability will be limited to the payment of
a single sum. This sum will be equal to the premiums paid, minus any loan and
accrued loan interest and minus any partial withdrawal of the Net Cash Surrender
Value. If the insured person commits suicide (while sane or insane) within two
years after the effective date of a change that you asked for that increases the
death benefit, then our liability as to the increase in amount will be limited
to the payment of a single sum equal to the monthly cost of insurance deductions
made for such increase plus the expense charge deducted for the increase (see
Page 7).

HOW WE MEASURE POLICY PERIODS AND ANNIVERSARIES. We measure policy years, policy
months, and policy anniversaries from the Register Date shown in the Policy
Information section. Each policy month begins on the same day in each calendar
month as the day of the month in the Register Date.

HOW, WHEN AND WHAT WE MAY DEFER. We may not be able to obtain the value of the
assets of the investment funds of our SA if: (1) the New York Stock Exchange is
closed; or (2) the Securities and Exchange Commission requires trading to be
restricted or declares an emergency. During such times, as to amounts allocated
to the investment funds of our SA, we may defer:

1. Determination and payment of Net Cash Surrender Value withdrawals;

2. Determination and payment of any death benefit in excess of the Face Amount
of Insurance;

3. Payment of loans;

4. Determination of the unit values of the investment funds of our SA; and

5. Any requested transfer or the transfer on the Allocation Date.

As to amounts allocated to our GIA, we may defer payment of any Net Cash
Surrender Value withdrawal or loan amount for up to six months after we receive
a request for it. We will allow interest, at a rate of at least 3% a year, on
any Net Cash Surrender Value payment derived from our GIA that we defer for 30
days or more.

THE BASIS WE USE FOR COMPUTATION. We provide Cash Surrender Values that are at
least equal to those required by law. If required to do so, we have filed with
the insurance supervisory official of the jurisdiction in which this policy is
delivered a detailed statement of our method of computing such values. We
compute reserves under this policy by the Commissioners Reserve Valuation
Method.

We base minimum cash surrender values and reserves on the Commissioners 1980
Standard Ordinary Male and Female Mortality Tables at attained ages 0-19 or the
Commissioners 1980 Standard Ordinary, Male and Female, Smoker and Non-Smoker,
Mortality Tables at attained ages 20 and over. We also use these tables as the
basis for determining maximum insurance costs, taking account of sex, attained
age, class of risk and Tobacco User status of the insured person. We use an
effective annual interest rate of 4%.

POLICY ILLUSTRATIONS. Upon request we will give you an illustration of the
future benefits under this policy based upon both guaranteed and current cost
factor assumptions. However, if you ask us to do this more than once in any
policy year, we reserve the right to charge you a fee for this service.

POLICY CHANGES. You may add additional benefit riders or make other changes,
subject to our rules at the time of change.

96-400-17 Page 17

<PAGE>

TABLE OF GUARANTEED PAYMENTS

(MINIMUM AMOUNT FOR EACH $1,000 APPLIED)

OPTION 2A OPTION 3

FIXED PERIOD INSTALLMENTS MONTHLY LIFE INCOME
- ------------------------- -------------------

Number Monthly Annual
of Years' Install- Install- 10 Years Certain 20 Years Certain Refund Certain
Installments ment ment ---------------- ---------------- --------------
- ------------ ---- ---- Age Male Female Male Female Male Female
--- ---- ------ ---- ------ ---- ------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $84.28 $1000.00 50 $3.48 $3.19 $3.42 $3.17 $3.37 $3.14
2 42.66 506.17 51 3.54 3.23 3.47 3.21 3.42 3.17
3 28.79 341.60 52 3.59 3.28 3.51 3.25 3.46 3.21
4 21.86 259.33 53 3.65 3.32 3.56 3.29 3.51 3.25
5 17.70 210.00 54 3.70 3.37 3.61 3.33 3.56 3.29

6 14.93 177.12 55 3.77 3.42 3.66 3.37 3.61 3.34
7 12.95 153.65 56 3.83 3.47 3.72 3.42 3.67 3.38
8 11.47 136.07 57 3.90 3.52 3.77 3.47 3.72 3.43
9 10.32 122.40 58 3.97 3.58 3.83 3.52 3.78 3.48
10 9.39 111.47 59 4.04 3.64 3.88 3.57 3.84 3.53

11 8.64 102.54 60 4.12 3.70 3.94 3.62 3.90 3.58
12 8.02 95.11 61 4.20 3.76 4.00 3.68 3.97 3.64
13 7.49 88.83 62 4.29 3.83 4.06 3.74 4.04 3.69
14 7.03 83.45 63 4.38 3.90 4.12 3.79 4.11 3.75
15 6.64 78.80 64 4.48 3.98 4.18 3.85 4.19 3.82

16 6.30 74.73 65 4.58 4.06 4.25 3.92 4.26 3.88
17 6.00 71.15 66 4.68 4.14 4.31 3.98 4.35 3.95
18 5.73 67.97 67 4.79 4.23 4.37 4.04 4.43 4.02
19 5.49 65.13 68 4.90 4.32 4.43 4.11 4.52 4.10
20 5.27 62.58 69 5.02 4.42 4.50 4.18 4.62 4.18

21 5.08 60.28 70 5.14 4.52 4.56 4.25 4.71 4.26
22 4.90 58.19 71 5.26 4.63 4.62 4.31 4.82 4.35
23 4.74 56.29 72 5.39 4.75 4.67 4.38 4.92 4.44
24 4.60 54.55 73 5.52 4.87 4.73 4.45 5.03 4.53
25 4.46 52.95 74 5.66 4.99 4.78 4.51 5.14 4.63

26 4.34 51.48 75 5.80 5.12 4.83 4.58 5.27 4.74
27 4.22 50.12 76 5.95 5.26 4.88 4.64 5.39 4.84
28 4.12 48.87 77 6.10 5.40 4.93 4.70 5.53 4.96
29 4.02 47.70 78 6.25 5.55 4.97 4.75 5.66 5.08
30 3.93 46.61 79 6.40 5.70 5.01 4.80 5.80 5.20

80 6.56 5.85 5.04 4.86 5.96 5.33
81 6.72 6.01 5.08 4.90 6.11 5.45
82 6.88 6.18 5.11 4.95 6.27 5.60
83 7.04 6.34 5.13 4.99 6.43 5.73
84 7.20 6.51 5.16 5.03 6.62 5.89
85 & over 7.36 6.67 5.18 5.07 6.81 6.04
</TABLE>

If installments are paid every 3 months, they will be 25.23% of the annual
installments. If they are paid every 6 months, they will be 50.31% of the annual
installments.

Amounts for Monthly Life Income are based on age nearest birthday when income
starts. Amounts for ages not shown will be furnished on request.

96-400-17 Page 18
<PAGE>

EQUITABLE
VARIABLE LIFE INSURANCE COMPANY

A Stock Life Insurance Company
Home Office: 787 Seventh Avenue, New York, New York 10019-6018

Flexible Premium Variable Life Insurance Policy. Insurance payable
upon death before Final Policy Date. Policy Account less outstanding
loans and accrued interest payable on Final Policy Date. Adjustable
Death Benefit. Premiums may be paid while insured person is living and
before the Final Policy Date. Premiums must be sufficient to keep the
policy in force. Values provided by this policy are based on declared
interest rates, and on the investment experience of the investment
funds of a separate account which in turn depends on the investment
performance of the securities held by such investment fund. They are
not guaranteed as to dollar amount. Investment options are described
on Page 10. This is a non-participating policy.

No. 96-400

COST OF LIVING RIDER
In this rider "we," "our" and "us" mean
Equitable Variable Life Insurance Company

"You" and "your" mean the owner of the
policy at the time an owner's right is
exercised.

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

We will automatically increase the face amount of insurance under the policy
from time to time to reflect increases in the cost of living, which we will
measure by increases in the Consumer Price Index (CPI). We will not require
evidence of the insured person's insurability for these increases, but the
increases will be subject to the terms of this rider.

WHEN INCREASES GO INTO EFFECT. Increases are regularly scheduled to go into
effect on every third anniversary of the effective date of this rider.

The effective date of this rider is the Register Date of the policy or, if it is
added after the policy is issued, the policy anniversary on or next following
the Date of Issue of this rider. If this rider terminates and is later restored,
the new effective date of this rider for the purpose of determining future
increases is the policy anniversary on or next following the date of
restoration.

THE INDEX WE USE TO DETERMINE THE INCREASES. We will determine an increase in
the cost of living by using the Consumer Price Index (for all urban households)
published by the United States Department of Labor. We have the right to choose
what we believe to be an appropriate standard as a substitute for the CPI if:
(a) any alteration of the composition, base, or method of computation of the CPI
is introduced which, in our opinion, makes it inappropriate for this rider; or
(b) publication of the CPI is discontinued or delayed.

HOW THE AMOUNT OF THE INCREASE IS CALCULATED. We figure the increased face
amount of insurance by applying the following ratio to the face amount of
insurance just before we increase it:

CPI for the month that is 6 months before the current cost of
living increase is scheduled to go into effect.
CPI Ratio = ------------------------------------------------------------------
CPI for the month that is 6 months before the last cost of living
increase was made under this rider, or before the effective date
of this rider in the case of the first increase.

The increase in amount is equal to the increased face amount of insurance minus
the face amount of insurance just before the increase.

If an increase would otherwise be effective and the formula produces no
increase, we will not make any change in the face amount of insurance at that
time. This will have no effect on the timing of future increases.

THIS RIDER'S COST. While this rider is in effect, its charge will be part of the
monthly deduction from the Policy Account. The maximum monthly charge for this
benefit is shown in the Table of Maximum Monthly Charges For Benefits on Page 4
of the policy.

HOW YOU WILL BE NOTIFIED OF AN INCREASE. We will notify you in writing of an
increase in the face amount of insurance before the increase is scheduled to go
into effect.

The increase will be made in accordance with the section on Changing the Face
Amount of Insurance described in the policy.

We will reflect any change in face amount and surrender charges by issuing a new
Policy Information section of the policy.

Subject to the terms of this rider, we will automatically increase the face
amount of insurance when a cost of living increase is to be effective under this
rider if we are then waiving deductions in accordance with a disability rider to
the policy.

THE LIMITATIONS ON INCREASES. We will make an increase in the face amount of
insurance only if this rider is in effect.

In no event will any one cost of living increase be more than 50% of the face
amount of insurance or $150,000, whichever is smaller.

The total of all cost of living increases under this rider cannot exceed two
times the sum of the face amount of insurance at issue, or the face amount of
insurance inforce on the effective date of the rider if the rider is added after
issue, and any underwritten increases since that time.

R96-101 Cost of Living Rider (continued on back)
<PAGE>

WHEN THIS RIDER WILL TERMINATE. This rider will terminate:

1. if you ask us to terminate the rider in writing; or

2. if you decline an automatic increase in writing during the period in which
you have the right to examine the increase; or

3. if the policy terminates; or

4. following the increase at attained age 58, 59 or 60; or

5. when the maximum increase limit has been reached.

The effective date of termination for both Item 1 and Item 2 above will be the
beginning of the policy month which coincides with or next follows the date we
receive your request.

If this rider terminates due to any of the first two of these reasons, you may
restore it while the policy is not lapsed. This will be subject to our consent
and satisfactory evidence of insurability provided to us. If the policy
terminates, the rider may be restored with the policy in accordance with the
policy's restoration provision. However, this rider may not be restored after
the policy anniversary nearest the insured person's 57th birthday.

HOW THIS RIDER RELATES TO THE POLICY. This rider is a part of the policy. Its
benefits are subject to all the terms of this rider and the policy.

However, if this rider is added after the policy is issued the time periods
referred to in the "Incontestability" and "Suicide Exclusion" provisions of the
policy will be measured as to this rider from the date it becomes effective.

EQUITABLE VARIABLE LIFE INSURANCE COMPANY

/s/ Pauline Sherman /s/ Joseph J Melone
--------------- --------------- Chairman
Pauline Sherman Secretary Joseph J. Melone of the Board

R96-101

SCHEDULE OF COMMISSIONS
-----------------------

Incentive Life Protector (Policy Form 96-400)
- ------------------------

Policy Year Up to CP(1) Amounts Over CP
- ----------- ----------- ---------------
1st 50%(2) 3%(2)
2nd through 10th 4%(3) 3%(4)
11th and later 3%(5) 3%(5)

Notes
- -----

1. CP = Commissionable Premium. The CP is equal to the lesser of the annualized
planned periodic premium, the amount the client intends to pay in the first
policy year, and the commissionable target premium (CTP). CTP is actuarially
determined based on the age, sex, tobacco user status and rating class of the
insured person, the face amount of the policy and any additional benefits.

2. Production credits are payable on all commissions earned in PY1.

3. The 4% is comprised of 2% renewal commission and 2% Transferable Service Fee
(TSF). A persistency bonus applicable to renewal commission is paid to those
agents who qualify.

4. The 3% is comprised of 1% renewal commission and 2% TSF.

5. The 3% is comprised of 2% TSF and 1% Service Fee Boost (SFB) for those agents
who qualify.

At issue ages 0 through 19, the first year commission rate is reduced to 40%.
The first year commission rate of 50% is also reduced by 1% for each year that
the insured's age exceeds age 65, i.e., the rate payable at age 66 is 49%.

Following a face amount increase, commissions on a portion of the premiums will
be calculated based on the same rates discussed above.

PART 1: APPLICATION FOR LIFE INSURANCE TO:
EQUITABLE VARIABLE LIFE INSURANCE COMPANY (Equitable Variable)
Home Office: 787 Seventh Avenue, New York, NY 10019

- --------------------------------------------------------------------------------
1. PROPOSED INSURED (Print Name as it is to appear on the policy)
Please print in ink
- --------------------------------------------------------------------------------

A. Title: |_| Mr. |_| Mrs. |_| Ms. |_| Miss |_| Other Title|_|_|_|_|
B. Name:
First: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_| Middle: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Last: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
C. Date of Birth Mo. |_|_| Day |_|_| Yr. |_|_|_|_|
D. Age Nearest Birthday |_|_|
E. Sex |_| M |_| F F. Place of Birth: ______________________________________
G. Soc. Sec. No. |_|_|_|_|_|_|_|_|_|
H. Previous/Other Name(If Applicable) __________________________________________
I. U.S. Citizen? |_| Yes |_| No If No, Country ______________________________
J. Current Occupation(s): (1) Title: ___________________________________________
(2) Duties: __________________________________________
(3) How Long? ____________
If less than 1 year at current occupation, give previous in Special
Instructions.
K. Residence/Care of: |C|/|O|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Years There? |_|_|
Current No. & Street: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Apt/Suite/Bldg.: |_|_|_|_|_|
City: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
State: |_|_| Zip +4 Code: |_|_|_|_|_|-|_|_|_|_|
Previous No. & Street: _____________________________________________________
City: ___________________ State: ______ Zip +4 Code: ____________
(If less than 2 years at current)
L. Tel.: (1) Home |_|_|_| |_|_|_| |_|_|_|_|
(2) Business |_|_|_| |_|_|_| |_|_|_|_|
M. Currently employed? |_| Yes |_| No |_| Retired
N. Employer Name: ______________________________________________________________
O. Years Employed: ____________
P. Employer Address:
No. & Street: _______________________________________________________________
City: _____________________________ State: ______ Zip +4 Code: ____________

- --------------------------------------------------------------------------------
2. APPLICANT (If not Proposed Insured)
- --------------------------------------------------------------------------------

A. Name:
First: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_| Middle: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Last: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
B. Relationship to Proposed Insured ____________________________________________
C. Date of Birth Mo. |_|_| Day |_|_| Yr. |_|_|_|_| D. Sex |_| M |_| F
E. Place of Birth: ____________________
F. Current Occupation(s): (1) Title ____________________________________________
(2) Duties: __________________________________________
If less than 1 year at current occupation, give previous in Special
Instructions.
G. Address: Same as-- |_| Question 1.k Residence or |_| Question 1.p. Business
Other:
Residence: No. & Street: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Apt/Suite/Bldg.: |_|_|_|_|_|
City: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
State: |_|_| Zip +4 Code: |_|_|_|_|_|-|_|_|_|_|
Business: No. & Street: ______________________________________________________
City: ____________________ State: ______ Zip +4 Code: ____________

- --------------------------------------------------------------------------------
3. POLICYOWNER
- --------------------------------------------------------------------------------

A. THE OWNER IS: (1) |_| Proposed Insured (2) |_| Applicant
(3) |_| OTHER: (A) |_| Individual (B) |_| Corporation (C) |_| Partnership
(D) |_| Trust Dated Mo. |_|_| Day |_|_| Yr. |_|_|_|_|
(E) |_| Qualified Plan
(F) Name of Person
First |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_| Middle |_|_|_|_|_|_|_|_|_|_|_|_|
Last |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
(G) If an individual, indicate: |_| Mr. |_| Mrs. |_| Miss
|_| Other Title |_|_|_|_| (H) Relationship to Insured __________________
B. Owner's Mailing Address: Same as-- |_| Current Residence (1.k.) or
|_| Applicant's Residence (2.g.)
Other:
Care of: |C|/|O|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
No. & Street: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Apt/Suite/Bldg: |_|_|_|_|_|
City: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
State: |_|_| Zip +4 Code: |_|_|_|_|_|-|_|_|_|_|
C. Answer if Policyowner is not Proposed Insured:
(1) Soc. Sec. or Tax I.D. Number |_|_|_|_|_|_|_|_|_|
(2) DATE OF BIRTH: |_| Same as 2.c. or Mo. |_|_| Day |_|_| Yr. |_|_|_|_|
(3) TEL.: |_|_|_| |_|_|_| |_|_|_|_|
D. SUCCESSOR OWNER (if desired)
Give full name: _____________________________________________________________
and Relationship to Insured: ________________________________________________
If the Owner or Successor Owner is other than the Proposed Insured, and if all
persons so designated die before the Proposed Insured, the Owner will be the
estate of the last such person to die, except where the Proposed Insured is a
child. In cases where the Proposed Insured is a child and the Applicant is to be
the Owner or Successor Owner and the Applicant dies before the insured child,
the child will be the Owner unless otherwise designated. In such designation,
include Owner's full name and relationship to the child, and the Owner's social
security or tax number.

- --------------------------------------------------------------------------------
4. BENEFICIARY FOR INSURANCE ON PROPOSED INSURED.
Include Full Name and Relationship to Proposed Insured.
- --------------------------------------------------------------------------------

A. Primary Beneficiary(ies):
(1) Name(s):________________________________ Relationship: __________________
(2) Name(s):________________________________ Relationship: __________________
B. Contingent Beneficiary(ies):
(1) Name(s):________________________________ Relationship: __________________
(2) Name(s):________________________________ Relationship: __________________
NOTE: Unless otherwise requested. the contingent beneficiary will be the
surviving children of the Insured in equal shares. If none survive, payment will
be made to the Insured's estate. The Beneficiary(ies) under any Term Insurance
Rider on any Additional Insured or on a Child will be as stated in those riders,
unless otherwise designated in Special Instructions. In any such designation,
give full name and relationship of beneficiary(ies) to the Insured.

EV4-200Y CAT #125751 NO. A217511 1

<PAGE>

5. PLAN DESCRIPTION AND PREMIUM PAYMENT METHOD
- --------------------------------------------------------------------------------

A. Plan ________________________________________________________________________
B. Initial Face Amount $________________________________________________________
C. If Modified Premium VLI (Complete only if more than Scheduled Premium. If
Billed Premium specified is less than Scheduled Premium, we automatically
bill the Scheduled Premium.)
Billed Premium $_____________________________________________________________
D. If Flexible Premium VLI: (a.) Initial Premium Payment $______________________
(b.) Planned Periodic Payments $_____________________________________________
E. Death Benefit Option: |_| Option A
|_| Option B (B-Plus for Flex. Prem.-IL 2000)
F. Premium Mode: |_| Annual |_| Semi-Annual |_| Quarterly
|_| System-Matic (Complete S-M form)
G. |_| Salary Allotment (1) Unit Name _______________
(2) Register Date ___/___/___
(3) Unit/Sub Unit No. |_|_|_|_|_|_|_|_|_| (4) Payroll No. __________________
(5) Allotor's Name ______________________ (6) Allotor's No. ________________
(if other than Proposed Insured)
H. |_| Military Allotment: Branch __________________ Register Date: ___________
I. INITIAL ALLOCATIONS TO INVESTMENT OPTIONS*
<TABLE>
<CAPTION>
For Premiums For Deductions
(WHOLE PERCENTAGES ONLY)
<S> <C> <C>
(1) Guaranteed Interest (1)________% (1)________%
(2) Money Market (2)________% (2)________%
(3) Intermediate Gov't. Securities (3)________% (3)________%
(4) Short-Term World Income (4)________% (4)________%
(5) High Yield (5)________% (5)________%
(6) Balanced (6)________% (6)________%
(7) Common Stock (7)________% (7)________%
(8) Global (8)________% (8)________%
(9) Aggressive Stock (9)________% (9)________%
(10) Asset Allocation Series: (10a.)______% (10a.)______%
a. Conservative Investors (10b.)______% (10b.)______%
b. Growth Investors
(11) __________________________________ (11)________% (11)________%
(12) __________________________________ (12)________% (12)________%
100% 100%
<FN>
*Except for initial allocations to Guaranteed Interest, your Policy Account will
be allocated according to these percentages on the first business day 20 days
after the date of issue of your policy. Before that time, all Policy Account
allocations (except to Guaranteed Interest) will be to the Money Market
Division. Consult prospectus for investment option information.
</FN>
</TABLE>

- --------------------------------------------------------------------------------
6. OPTIONAL BENEFITS
- --------------------------------------------------------------------------------

A. |_| Accidental Death Benefit* (specify amount) $_____________________________
B. |_| Disability Premium Waiver* (Modified Premium VLI only)
C. |_| Disability - Waiver Monthly Deductions* (Flex Prem-IL 2000 only)
*JUVENILE LIMITATIONS: If applied for, the Accidental Death Benefit is payable
only if the Child dies as a result of an accident after the Child's first
birthday; the Disability Waiver Benefits are effective only if the Child
becomes totally disabled on or after the Child's 5th birthday.
D. |_| Designated Insured Option (Flex Prem/IL 2000 only)**
E. Other _______________________________________________________________________
SURVIVORSHIP VLI RIDERS
F. |_| Option to Split Upon Divorce
G. |_| Estate Protector
TERM RIDERS
H. |_| Renewable Term:
(1) On Insured $____________ (2) On Add'l Insured** $____________ (Available
on Modified Premium VLI only)
I. |_| Children's Term** $____________ Units ____________
**If coverage is elected be sure to complete applicable parts of Question 8, and
answer Questions 10 through 16 with respect to the Additional, Designated
Insured(s) and/or Children for Term Insurance Rider.

- --------------------------------------------------------------------------------
7. COMPLETE FOR PROPOSED ADDITIONAL OR DESIGNATED INSURED(S), CHILDREN'S TERM
RIDER OR JUVENILE INSURANCE Also answer Questions 10 through 16 with respect to
Proposed Additional or Designated Insured(s) and/or Children under Children's
Term Rider
- --------------------------------------------------------------------------------

A. Title: |_| Mr. |_| Mrs. |_|Ms. |_| Miss |_| Other Title |_|_|_|_|
B. Proposed Add'l Insured:
First: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_| Middle: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Last: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Date of Birth Mo. |_|_| Day |_|_| Yr. |_|_|_|_| Age Nearest Birthday |_|_|
Sex |_| M |_| F Place of Birth: _______________
Soc. Sec. No. |_|_|_|_|_|_|_|_|_|
Previous/Other Name (If Applicable) ____________________________________________
Relationship of Owner to Add'l Insured: ________________________________________
State of Residence: __________
Current Occupation(s): (1) Title: ______________________________________________
(2) Duties: _______________________________________________ How Long? __________
If less than 1 year at current occupation, give previous in Special
Instructions.
C. Proposed Designated Insured (to add others, submit form 180-333D or
successor):
First: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_| Middle: |_|_|_|_|_|_|_|_|_|_|_|_|_|
Last: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Date of Birth Mo. |_|_| Day |_|_| Yr. |_|_|_|_| Age Nearest Birthday |_|_|
Sex |_| M |_| F Place of Birth: _______________
Soc. Sec. No. |_|_|_|_|_|_|_|_|_|
Previous/Other Name (If Applicable) ____________________________________________
Relationship of Owner to Add'l Insured: ________________________________________
State of Residence: __________
Current Occupation(s): (1) Title: ______________________________________________
(2) Duties: _______________________________________________ How Long? __________
If less than 1 year at current occupation, give previous in Special
Instructions.
D. Children for Term Insurance Rider (Use Special Instructions if more space
is needed.)*
First: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_| Middle: |_|_|_|_|_|_|_|_|_|_|_|_|_|
Last: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Date of Birth Mo. |_|_| Day |_|_| Yr. Sex |_| M |_| F
Relationship to Owner: _________________________________________________________
First: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_| Middle: |_|_|_|_|_|_|_|_|_|_|_|_|_|
Last: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Date of Birth Mo. |_|_| Day |_|_| Yr. Sex |_| M |_| F
Relationship to Owner: _________________________________________________________
First: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_| Middle: |_|_|_|_|_|_|_|_|_|_|_|_|_|
Last: |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
Date of Birth Mo. |_|_| Day |_|_| Yr. Sex |_| M |_| F
Relationship to Owner: _________________________________________________________
*NOTE: To be eligible, children (including stepchildren and legally adopted
children) must have reached their 18th birthday. Coverage does not begin until
a child is 15 days old.
E. For Juvenile Insurance (Ages 0-14): (1) Will there be more life insurance in
effect on this Child than on any other child in the family? |_| Yes |_| No
If "Yes", explain ___________________________________________________________
(2) Total Life Insurance in effect on Applicant: $ __________________________

- --------------------------------------------------------------------------------
8. OPAI. COMPLETE IF EXERCISING OPTION TO PURCHASE ADDITIONAL INSURANCE
- --------------------------------------------------------------------------------

A. (1) |_| Regular; (2) |_| Birth or Adoption; Child's Name __________________;
Date of Birth or Adoption ____/____/____; (3) |_| Alternate
B. Existing original policy no. ___________________
C. Option Date ____/____/____
D. Option Amount $_________________________________
E. If applying for Disability Premium Waiver, is Proposed Insured now totally
disabled as defined in the Disability Premium Waiver Provision of the
original policy indicated above in b.? |_| Yes |_| No
This application is made under a provision in the existing policy indicated in
8.b. above, permitting the purchase of additional individual life insurance (the
"Option Provision"). If this application is made within the time allowed and in
accordance with the other terms in the Option Provision, including timely
payment of the full first premium for the additional insurance, then the
additional insurance shall take effect upon the terms of the policy the Insurer
would issue. Otherwise, the additional insurance shall not take effect. (Answer
Questions 10 through 16 only if evidence of insurability is required in
connection with an optional benefit or any excess of the insurance amount
applied for over the insurance amount permitted by the Option Provision.)

EV4-200Y 2

<PAGE>

9. SUITABILITY (All VLI Plans)
- --------------------------------------------------------------------------------

A. Have you, the Proposed Insured or the Owner, if other than the Proposed
Insured, received:
(1) a prospectus for the policy(ies) applied for? |_| Yes |_| No
Date of prospectus ____/____/____.
Date of any supplement(s) ____/____/____; ____/____/____; ____/____/____.
(2) a prospectus for the Hudson River Trust? |_| Yes |_| No
Date of prospectus ____/____/____.
Date of any supplement(s) ____/____/____; ____/____/____; ____/____/____.
(3) a prospectus for the designated investment company(ies) ________________?
|_| Yes |_| No
Date of prospectus ____/____/____.
Date of any supplement(s) ____/____/____; ____/____/____; ____/____/____.
B. Do you understand that (i) policy values reflect certain deductions and
charges and may increase or decrease depending on credited interest for
Guaranteed Interest Division and/or the investment experience of Separate
Account Divisions and (ii) the cash value may be subject to a surrender
charge, if any, upon policy surrender, lapse or face amount reduction?
|_| Yes |_| No
C. With this in mind, is (are) the policy(ies) in accord with your insurance and
long-term investment objectives and anticipated financial needs?
|_| Yes |_| No

- --------------------------------------------------------------------------------
OTHER INFORMATION For any "Yes" response, provide full details.
- --------------------------------------------------------------------------------

HAS ANY PERSON PROPOSED FOR INSURANCE:
10. A. Ever had a driver's license suspended or revoked, or within the last 3
years been convicted of 2 or more moving violations or driving under the
influence of alcohol or drugs? |_| Yes |_| No (If "Yes", include dates,
types of violation, and reason for suspension or revocation.)
B. Any plans to travel or reside outside the United States?
|_| Yes |_| No
C. Any other life insurance now in effect or application now pending?
|_| Yes |_| No
(Give companies and amounts and policy numbers if Equitable.)
D. Been disabled for 2 or more weeks within the last 2 years?
|_| Yes |_| No
11. A. In the last year flown other than as a passenger or plan to do so?
|_| Yes |_| No
If "Yes", enter total flying time at present _________ hours;
last 12 mos. _________ hours; next 12 mos. _________ est. hours.
(Complete Aviation Supplement for crop dusting; pilot instruction; or
commercial, competitive, helicopter, military, stunt or test flying.)
B. Engaged within the last year or any plan to engage in motor racing on
land or water, underwater diving, skydiving, ballooning, hang gliding,
parachuting or flying ultra-light aircraft? (If "Yes", complete
Avocation Supplement.) |_| Yes |_| No
C. Ever had an application for life or health insurance that was declined,
required an extra premium or other modification? |_| Yes |_| No
(If "Yes", state companies and provide full details.)
D. Replaced or changed any existing insurance or annuity (or any plan to do
so) assuming the insurance applied for will be issued? |_| Yes |_| No
(If "Yes", state companies, plans and amounts.)

- --------------------------------------------------------------------------------
ANSWER QUESTIONS 12-16 ONLY IF NON-MEDICAL
- --------------------------------------------------------------------------------

12. A. Proposed Insured: Hgt. ____Ft. ____In.; Wgt. ____lbs.
B. Additional Insured: Hgt. ____Ft. ____In.; Wgt. ____lbs.
C. Designated Insured: Hgt. ____Ft. ____In.; Wgt. ____lbs.
HAS ANY PERSON PROPOSED FOR INSURANCE:
13. A. Ever had or been treated for heart trouble, stroke, high blood pressure,
chest pain, diabetes, tumor, cancer, respiratory or neurological
disorder? |_| Yes |_| No
B. In the last 5 years, consulted a physician, or been examined or treated
at a hospital or other medical facility? |_| Yes |_| No (Include medical
check-ups in the last 2 years. Do not include colds, minor injuries or
normal pregnancy.)
14. In the last 12 months: A. Smoked cigarettes? |_| Yes |_| No
B. Used any other form of tobacco? |_| Yes |_| No
15. In the last 10 years:
A. Used, except as legally prescribed by a physician, tranquilizers;
barbiturates or other sedatives; marijuana, cocaine, hallucinogens or
other mood-altering drugs; heroin, methadone or other narcotics;
amphetamines or other stimulants; or any other illegal or controlled
substances? |_| Yes |_| No
B. Received counseling or treatment regarding the use of alcohol or drugs
including attendance at meetings or membership in any self-help group or
program such as Alcoholics Anonymous or Narcotics Anonymous?
|_| Yes |_| No
16. In the last 10 years, been:
A. Diagnosed by a member of the medical profession as having Acquired Immune
Deficiency Syndrome (AIDS) or AIDS-Related Complex (ARC)?
|_| Yes |_| No
B. Treated by a member of the medical profession for AIDS or ARC?
|_| Yes |_| No

- --------------------------------------------------------------------------------
17. DETAILS/SPECIAL INSTRUCTIONS/ADDITIONAL INFORMATION For each "Yes" answer
give Question Number, name of person(s) affected, and full details. For 13-16
include conditions, dates, durations, treatment and results, and names and
addresses of physicians and medical facilities.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
DETAILS
QUES. NO. NAME OF PERSON (Attach additional sheets if more space needed)
- --------------------------------------------------------------------------------
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

- --------------------------------------------------------------------------------
EV4-200Y 3

<PAGE>

- --------------------------------------------------------------------------------
18. COMPLETE IF MONEY IS PAID OR AN APPROVED PAYMENT AUTHORIZATION IS SIGNED
BEFORE THE POLICY IS DELIVERED: Have the undersigned read and do they agree to
the conditions of Equitable Variable's Temporary Insurance Agreement, including:
(i) the requirement that all of the conditions in that Agreement must be met
before any temporary insurance takes effect, and (ii) the $500,000 insurance
amount limitation? |_| Yes |_| No (If "No," or if any Person Proposed for
Insurance has been diagnosed or treated for Acquired Immune Deficiency Syndrome
(AIDS) or AIDS-Related Complex (ARC) by a member of the medical profession
within the last 10 years or had cancer, a stroke, or a heart attack within the
last year, a premium may not be paid nor an approved payment authorization
signed before the policy is delivered.)
|_| AMOUNT PAID: $_________. (Draw checks to the order of Equitable Variable.)
|_| APPROVED PAYMENT AUTHORIZATION SIGNED.
19. SOCIAL SECURITY OR TAX I.D. NUMBER CERTIFICATION. I, the proposed
policyowner, by my signature below, certify under penalties of perjury that (i)
the number shown in question 3.c.(1) or 1.g. of this form is my correct taxpayer
identification number, and (ii) I |_| am |_| am not subject to a backup
withholding order issued by the Internal Revenue Service. I understand that
failure to furnish the correct information may subject me to Federal backup
withholding.
- --------------------------------------------------------------------------------

AGREEMENT. Each signer of this application agrees that:
(1). The statements and answers in all parts of this application are true and
complete to the best of my (our) knowledge and belief. Equitable Variable
may rely on them in acting on this application.
(2). Equitable Variable's Temporary Insurance Agreement states the conditions
that must be met before any insurance takes effect if money is paid or an
approved payment authorization is signed, before the policy is delivered.
Temporary Insurance is not provided for a policy or benefit applied for
under the terms of a guaranteed insurability option or a conversion
privilege.
(3). Except as stated in the Temporary Insurance Agreement, no insurance shall
take effect on this application: (a) until a policy is delivered and the
full initial premium for it is paid, or an approved payment authorization
is signed, while the person(s) proposed for insurance is (are) living; (b)
before any Register Date specified in this application; and (c) unless to
the best of my (our) knowledge and belief the statements and answers in all
parts of this application continue to be true and complete, without
material change, as of the time such premium is paid or an approved payment
authorization is signed
(4). No agent or medical examiner has authority to modify this Agreement or the
Temporary Insurance Agreement nor to waive any of Equitable Variable's
rights or requirements. Equitable Variable shall not be bound by any
information unless it is stated in Application Part 1 or Part 2.
(5). POLICY VALUES INCREASE OR DECREASE DEPENDING ON CREDITED INTEREST FOR THE
GUARANTEED INTEREST DIVISION AND/OR INVESTMENT EXPERIENCE OF THE SEPARATE
ACCOUNT DIVISIONS AND REFLECT CERTAIN DEDUCTIONS AND CHARGES. THE DEATH
BENEFIT MAY BE FIXED OR VARIABLE UNDER SPECIFIED CONDITIONS, AS DESCRIBED
IN THE POLICY.

- --------------------------------------------------------------------------------
VLI Notice: Available on request are illustrations of benefits,
including death benefits, policy values and cash surrender values.
- --------------------------------------------------------------------------------

ACKNOWLEDGMENT AND AUTHORIZATIONS
UNDERWRITING PRACTICES. I (We) have received a statement of the underwriting
practices of Equitable Variable which describes how and why Equitable Variable
obtains information on my insurability, to whom such information may be reported
and how I may obtain it. The statement also contains the notice required by the
Fair Credit Reporting Act.

AUTHORIZATIONS.
TO OBTAIN MEDICAL INFORMATION. I (we) authorize any physician, hospital, medical
practitioner or other facility, insurance company, and the Medical Information
Bureau to release to Equitable Variable and its legal representative any and all
information they may have about any diagnosis, treatment and prognosis regarding
my physical or mental condition.

TO OBTAIN NON-MEDICAL INFORMATION. I (we) authorize any employer, business
associate, government unit, financial institution, Consumer Reporting Agency,
and the Medical Information Bureau to release to Equitable Variable and its
legal representative any information they may have about my occupation,
avocations, finances, driving record, character and general reputation. I (we)
authorize Equitable Variable to obtain investigative consumer reports, as
appropriate.

TO USE AND DISCLOSE INFORMATION. I (we) understand that the information that I
(we) authorize Equitable Variable to obtain will be used by Equitable Variable
to help determine my insurability or my eligibility for benefits under an
existing policy. I (we) authorize Equitable Variable to release information
about my insurability to its reinsurers, contractors and affiliates, my (our)
Equitable Variable Agent, and to the Medical Information Bureau, all as
described in the statement of Equitable Variable's underwriting practices or to
other persons or businesses performing business or legal services in connection
with my application or claim of eligibility for benefits, or as may be otherwise
lawfully required, or as I (we) may further authorize. I (we) understand that I
(we) have the right to learn the contents of any report of information
(generally, through my physician, in the case of medical information).

COPY OF AUTHORIZATIONS. I (we) have a right to ask for and receive a true copy
of this Acknowledgment and Authorizations signed by me (us). I (we) agree that a
reproduced copy will be as valid as the original.

DURATION. I (we) agree that these authorizations will be valid for 12 months
from the date shown below.

- --------------------------------------------------------------------------------
Laws in your state may make it a crime to fill out an insurance
or annuity application with information you know is false
or to leave out material facts.
- --------------------------------------------------------------------------------

Dated at City __________________________________________________________________

State __________________________________________________________________________

on _____________________________________________________________________ 19 ____

X_______________________________________________________________________________
Signature of Proposed Insured or Applicant if Proposed Insured is a Child, Issue
Age 0-14.

X_______________________________________________________________________________
Signature of Proposed Additional Insured, if any.

X_______________________________________________________________________________
Signature of Applicant if not Proposed Insured or Owner.

X_______________________________________________________________________________
Signature of Owner if not Proposed Insured or Applicant. (If a corporation,
show firm's name and signature of authorized officer.)

________________________________________________________________________________
Signature of Agent (Registered Representative)

EV4-200Y 4

<PAGE>

AGENT'S REPORT
(Please print in black ink.)
SUBMIT CURRENT VERSION OF FORM 180-300, IF REQUIRED.
1. PURCHASER/PREMIUM PAYER A. Check one or more: |_| Insured |_| Owner
|_| Relative of Insured |_| Applicant (for child) |_| Business |_| Trust
|_| Business Assoc. |_| Split Dollar/Bus |_| (Other) ________________________.
B. If the Purchaser is not the Insured, Owner, Applicant or a Trust, give
Purchaser's Annual Income $_____________________________________.
C. If the Purchaser is a Corporation or Partnership, state names of officers
or partners and amounts on their lives owned by the Purchaser.
(1) Name: __________________________________ Amount of Insurance $______________
(2) Name: __________________________________ Amount of Insurance $______________
(3) Name: __________________________________ Amount of Insurance $______________
(4) Name: __________________________________ Amount of Insurance $______________

- --------------------------------------------------------------------------------
2. GENERAL A. (1) How long have you known the Prop. Insured? __________________.
(2) Your relationship to the Prop. Insured, if any: _____________.
B. If Prop. Insured is a Child (Issue ages 0-14), when did you last
see Child? ______________________________________________________.
3. PROPOSED INSURED'S (If Proposed Insured is a Child, Issue Age 0-14, complete
as to Applicant)
A. Bank Name, Branch Location and Account No. (If required).
__________________________________________________________________________
B. Driver's License Number and State (If required):
D.L.#______________________________________ State _______________________.
4. COMPLIANCE INFORMATION THESE QUESTIONS MUST BE COMPLETED WITH RESPECT TO THE
OWNER. (Check Personal or Business Insurance and complete that Section only.)

A. |_| PERSONAL INSURANCE
(1) Is the owner a member or an associated person of a member of the National
Association of Securities Dealers, Inc. (NASD)? |_| Yes |_| No
(2) NO. OF WAGE EARNERS IN HOUSEHOLD |_| 0 |_| 1 |_| 2 |_| 3+
(3) INCOME (BEFORE TAXES) a. Individual $_____________
b. Household $_____________
(4) NET WORTH (CHECK ONE) |_| less than $50,000 |_| $50,-99,999
|_| $100,-199,999 |_| $200,-299,999 |_| $300,-499,999 |_| $500,000 +
(5) NO. OF DEPENDENTS: ______ Children ______ Other
(6) PURPOSE: |_| Estate Planning |_| Family Protection |_| Charitable
|_| Children's Educ. |_| Retirement Income |_| Savings/Investment
|_| Parent Care Fund |_| Disability Income |_| Medical Expenses
|_| Mortgage Protection |_| Pension Maximization
|_| (Other) _____________________________________________________________
(7) OCCUPATION |_| Professional/Technical |_| Doctor (MD, DD, DC, DPM, MD,
Psychiatrist, Prac Psychologist) |_| Dentist |_| Lawyer |_| Accountant
|_| Engineer |_| Architect |_| Teacher (Elem-HS) |_| Teacher (College)
|_| Health Care Worker |_| Top Mgmt |_| Mid Mgmt |_| Bus. Owner/Partner
|_| Other _______________________________________________________________

- --------------------------------------------------------------------------------
B. |_| BUSINESS INSURANCE
- --------------------------------------------------------------------------------
(1) Is the owner a member or an associated person of a member of the National
Association of Securities Dealers, Inc. (NASD)? |_| Yes |_| No
(2) Persons authorized to transact business on behalf of Owner:
Name: ________________________________ Title: __________________________
Name: ________________________________ Title: __________________________
Name: ________________________________ Title: __________________________
(3) Total Assets (as of last fiscal quarter): $______________________________
(4) If the answer to Question (3) is less than $50 million, please answer
(4)(a) and (4)(b).
(A) Net income (last fiscal quarter): |_| less than $500,000
|_| $501,000-2 million |_| $2 million-5 million
|_| $5 million-10 million |_| $10 million+
(B) Net Worth (last fiscal quarter): |_| less than 0 |_| $0-500,000
|_| $501,000-2 million |_| $2 million-5 million
|_| $5 million-10 million |_| $10 million+
(5) Purpose |_| Key Person |_| Buy out Funding |_| Deferred Comp.
|_| Salary Continuation |_| Executive Bonus |_| Overhead Expense
|_| Qualified Retirement Plan |_| Investment Savings |_| 401K Plan
|_| 125 Cafeteria Plan |_| Group Life Carve Out
|_| (Other) _____________________________________________________________
(6) TYPE OF BUSINESS |_| Manufacturing |_| Wholesale |_| Transportation
|_| Agriculture |_| Construction |_| Service |_| Professional Service
|_| Mining |_| Retail |_| Financial, Real Estate |_| Insurance
|_| (Other) _____________________________________________________________
(7) NO. OF EMPLOYEES |_| one |_| 2-9 |_| 10-24 |_| 25-49 |_| 50-99
|_| 100-499 |_| 500+

- --------------------------------------------------------------------------------
5. MARKETING INFORMATION
A. MARITAL STATUS (for marketing research purposes only) |_| Married
|_| Single |_| Separated |_| Divorced |_| Widowed
B. SOURCE Check one: |_| Client (Incl. Family) |_| Orphan |_| Cold Canvass
|_| Trade Shows |_| Direct Mail/Advertising |_| Referred Lead
|_| Personal Contact |_| Friend/Neighbor |_| Access Account |_| Seminar
|_| Telemarketing |_| Stockholder |_| (Other) __________________________
6. |_| CHECK if application is being submitted under INTERNATIONAL UNDERWRITING
Program Country ___________________________________________________________
7. REMARKS/OTHER PERTINENT INFORMATION: |_| Application Taken by Mail
|_| Concurrent Application: |_| Major Medical |_| DI |_| Annuity
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
8. PRODUCTION CREDITS |_| Campaign

ASU to
Last Agent check
Agent(s) Name(s) Init. Number % 4 5
- --------------------------------------------------------------------------------
Service Agent | | | | |

- --------------------------------------------------------------------------------
| | | | |

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

Estimated PC's $__________________________

- --------------------------------------------------------------------------------
9. Will any existing insurance or annuity be replaced or changed (or has it
been) assuming the insurance applied for will be issued? |_| No |_| Yes

10. I certify that I have asked and recorded completely and accurately the
answers to all questions on the application Part 1, and I know of nothing
affecting the risk that has not been recorded herein.

11. |_| I HAVE witnessed the signatures required on Part 1.
|_| I HAVE NOT witnessed the signatures required on Part 1.
(Explain in Remarks)

Registered
Representative's
Signature _____________________________________________ Date _______________

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

OFFICE USE
- --------------------------------------------------------------------------------
ASU/NBD Rec'd Med Date Policy Number

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

AG-6 (7/93)

<PAGE>

DO NOT WRITE IN THIS SPACE

<PAGE>

AGENT: PLEASE TEAR OFF AND GIVE TO PROPOSED INSURED

- --------------------------------------------------------------------------------
YOUR INSURANCE APPLICATION & HOW IT IS HANDLED AT EQUITABLE VARIABLE
- --------------------------------------------------------------------------------

UNDERWRITING PRACTICES
UNDERWRITING. Our evaluation of your application begins with the medical history
you furnish. Since we rely on the accuracy and completeness of your answers, we
may verify them both before and after a policy is issued.

SOURCES OF INFORMATION. We may request additional information from physicians,
hospitals, other medical professionals or health care institutions, the Medical
Information Bureau, other insurers to which you have applied, your employer,
business associates, financial institutions, governmental units, consumer
reporting agencies or the Equitable Variable Agents.

Your signature on the Acknowledgment and Authorization Form permits us to make
these inquiries. They may be made by personal interview, by telephone or in
writing. We do not ask other insurers for their underwriting decision on your
application. You have the right to know (usually through a physician you name)
what information we have concerning you, and it is incorrect, to have it
corrected. If you want more information about this, contact your Equitable
Variable Agent. If we request information about you from an insurance support
organization, they may also furnish this information to others authorized by
you. In this connection, the federal and various state Fair Credit Reporting
Acts require that you be given this notice:

To help establish eligibility for insurance, an investigative consumer
report (including information on finances, character and general
reputation) may be requested. It would be based on interviews with your
employer, business associates, financial institutions, governmental units,
and references you name. You may also ask to be interviewed yourself.

You may write to us for more complete details on consumer reports. You
also have the right to know whether a consumer report was made, the name
and address of the agency which made it, and to obtain a copy of the
report from them.

REPORT OF ADVERSE DECISION. If an adverse underwriting decision is made on your
application, you will be notified and given the reason for this as well as
instructions for obtaining further details. If you believe this decision was
based on erroneous information, you should contact your Equitable Variable
Agent.
(continued on back)
- --------------------------------------------------------------------------------
PLEASE READ THIS INFORMATION -- IT IS FOR YOUR BENEFIT

- --------------------------------------------------------------------------------
TEMPORARY INSURANCE AGREEMENT
Equitable Variable Life Insurance Company,
787 Seventh Avenue, New York, N.Y. 10019

(In this Agreement, "we," "our" and "us" mean Equitable Variable Life Insurance
Company.)

We will pay an insurance benefit to the beneficiary named in the application if
a Person Proposed for Insurance dies while this Agreement is in effect. For
joint survivorship life policies, the insurance benefit is payable upon the
death of the second of the Proposed Insured Persons to die, unless a rider is
applied for which provides an insurance benefit to be paid upon the death of
either Proposed Insured Person. Any coverage provided under this Agreement is
temporary and is subject to the Conditions to Coverage stated below. The
Temporary Insurance will be in the amount applied for (subject to the Amount
Limitation below) and in accordance with the terms of the policy we would issue.

Conditions to Coverage: All of the following conditions must be met before any
Temporary Insurance takes effect:

(1) A completed and properly signed application Part 1 and, if required by our
published underwriting rules, Part 2 must be given to us; and

(2) The amount paid in consideration for this agreement must be (a) for a
modified premium policy, the full first scheduled premium for any mode
except for monthly on System-Matic where at least a two month premium is
required; (b) for a flexible premium policy, enough to provide at least
three months' coverage for the death benefit and for any benefits provided
by riders; or (c) a properly signed approved payment authorization must be
submitted; and

(3) To the best of the knowledge and belief of those signing the application,
the statements and answers in all parts of the application were true and
complete when made and continue to be true and complete, without material
change, when the premium is paid or the approved payment authorization
signed; and

(4) No Person Proposed for Insurance has been diagnosed or treated for Acquired
Immune Deficiency Syndrome (AIDS) or AIDS-Related Complex (ARC) by a member
of the medical profession within the last 10 years or had cancer, a stroke,
or a heart attack within the last year.

When Temporary Insurance Begins: If all of these conditions are met, then
Temporary Insurance shall take effect on the life of a Person Proposed for
Insurance on the later of: (a) the date money is paid or the approved payment
authorization is signed: or (b) if an application Part 2 is initially required
as to that person by our published underwriting rules, the date that Part 2 is
completed.

If a Person Proposed for Insurance dies as a result of accidental bodily injury,
directly and independently of all other causes, before a required application
Part 2 for that person is completed, then the Temporary Insurance will be in
effect unless it terminated earlier.

Amount Limitation: The amount of insurance (apart from any Accidental Death
Benefits) in effect on the life of any Person Proposed for Insurance under all
Temporary Insurance Agreements issued by us, our parent, The Equitable Life
Assurance Society of the United States, or its other subsidiaries or affiliates,
shall not exceed $500,000 in total.

When Temporary Insurance Ends: Insurance under this Agreement will end upon the
earliest of the following:

(1) When we issue a policy as applied for and the full initial premium for it is
paid; or

(2) Thirty days after we issue a policy other than as applied for or, if sooner,
when that policy is either accepted or refused; or

(3) Five days after we mail a notice declining the application and enclosing a
refund of any premium paid; or

(4) The 75th day after the date of Part 1 of the application.

Coverage Not Provided: No coverage is provided under this Agreement for a policy
or benefit applied for under the terms of a guaranteed insurability option or a
conversion privilege.

EV4-200Y

<PAGE>

- --------------------------------------------------------------------------------
RELEASE OF INFORMATION. The information we obtain concerning you is treated as
confidential and will only be released as follows:
1) To the Equitable Variable employees whose jobs require access to it.
2) To your personal physician, if you request this in writing and furnish the
doctor's full name and address.
3) To another insurer if you apply for life or health coverage or submit a
claim, provided you authorize them to obtain this information.
4) To our reinsurers, contractors or affiliates if necessary to process your
application.
5) To the Medical Information Bureau, if we consider it significant for
underwriting.
6) To your Equitable Variable Agent, to the extent needed to service your
application and policy.

WHERE TO WRITE TO US. Your Equitable Variable Agent will be pleased to give you
the address of our office to which you can write concerning any of the matters
discussed above.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
MEDICAL INFORMATION BUREAU (MIB)

The MIB is a non-profit organization of life insurance companies. Its members
exchange information in order to protect the majority of applicants from the few
who might not disclose significant facts in applying for coverage. Member
companies report to it information of underwriting significance as authorized by
applicants and policyholders. This information is, in turn, available only to
other member companies when appropriately authorized to secure it.

While the MIB may help us identify areas about which we need additional
information for our underwriting evaluation, we do not use MIB reports as the
basis for our underwriting decisions.

Upon request, the MIB will arrange for disclosure to you of any information it
may have concerning you. If you question the accuracy of this information, you
may request a correction according to the federal Fair Credit Reporting Act. You
may contact MIB at Post Office Box 105, Essex Station, Boston, MA 02112.
Telephone: (617) 426-3660.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
IMPORTANT: No Temporary Insurance shall take effect except as stated in the
Temporary Insurance Agreement on the back of this receipt.

EV4-200Y
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
RECEIPT NO. A217511

Received from __________________________________________________________________
|_| a signed approved payment authorization, or
|_| $________________________________ for proposed insurance on the life of each
Person Proposed for Insurance in accordance with an application to Equitable
Variable Life Insurance Company (Equitable Variable).

Dated at __________________________________________________ on _________ 19 ____

Agent __________________________________________________________________________

Checks must be drawn to the order of Equitable Variable and are received subject
to collection.

RECEIPT
- --------------------------------------------------------------------------------

THIS RECEIPT MUST NOT BE DETACHED
UNLESS THE APPLICATION IS SIGNED AND EITHER MONEY
IS COLLECTED OR AN APPROVED PAYMENT DEDUCTION
AUTHORIZATION IS SIGNED.

[Form of Legal Opinion and Consent]

[Date]

Equitable Variable Life Insurance Company
787 Seventh Avenue
New York, NY 10019

Dear Sirs:

This opinion is furnished in connection with the filing of a
Registration Statement on Form S-6, File No. [ ] ("Registration Statement") of
Separate Account FP ("Separate Account FP") of Equitable Variable Life Insurance
Company ("Equitable Variable"). The Registration Statement covers an indefinite
number of units of interest in Separate Account FP ("Units") under Incentive
Life Protector (policy form No. 96-400) an individual flexible premium variable
life insurance policy issued by Equitable Variable ("Policy"). Net premiums
received under the Policies are allocated by Equitable Variable to Separate
Account FP to the extent directed by owners of the Policies. Net premiums under
other variable life insurance policies issued by Equitable Variable may also be
allocated to Separate Account FP.

The Policies are designed to provide life insurance protection and are
to be offered in the manner described in the Prospectus included in the
Registration Statement. The Policies will be sold only in jurisdictions
authorizing such sales.

I have examined all such corporate records of Equitable Variable and
such other documents and laws as I consider appropriate as a basis for the
opinion hereinafter expressed. On the basis of such examination, it is my
opinion that:

1. Equitable Variable is a corporation duly organized and validly
existing under the laws of the State of New York.

2. Separate Account FP was duly established and is maintained by
Equitable Variable pursuant to the laws of the State of New York, under which
income, gains and losses, whether or not realized, from assets allocated to
Separate Account FP, are, in accordance with the Policies, credited to or
charged against Separate Account FP without regard to other income, gains or
losses of Equitable Variable.

<PAGE>

3. Assets allocated to Separate Account FP will be owned by Equitable
Variable; Equitable Variable is not a trustee with respect thereto. The Policies
provide that the portion of the assets of Separate Account FP equal to the
reserves and other Policy liabilities with respect to Separate Account FP will
not be chargeable with liabilities arising out of any other business Equitable
Variable may conduct. Equitable Variable reserves the right to transfer assets
of Separate Account FP in excess of such reserves and other Policy liabilities
to the general account of Equitable Variable.

4. When issued and sold as described above, the Policies (including any
Units duly credited thereunder) will be duly authorized and will constitute
validly issued and binding obligations of Equitable Variable in accordance with
their terms.

I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

37739-1

[Flexible Premium]

[Form of Actuarial Opinion]

[date]

Equitable Variable Life Insurance Company
787 Seventh Avenue
New York, New York 10019

This opinion is furnished in connection with the Registration Statement
on Form S-6, File No. [ ] ("Registration Statement") of Separate Account FP
("Separate Account FP") of Equitable Variable Life Insurance Company ("Equitable
Variable") covering an indefinite number of units of interest in Separate
Account FP under Incentive Life Protector (TM) (policy form no. 96-400),
flexible premium variable life insurance policies ("Policies"). Net premiums
received under the Policies may be allocated to Separate Account FP as described
in the Prospectus included in the Registration Statement.

I participated in the preparation of the Policies and I am familiar
with their provisions. I am also familiar with the description contained in the
prospectus. In my opinion:

1. The Illustrations of Cash Surrender Values Based on Historical
Investment Results in the Summary to the Prospectus and the
Illustrations of Policy Benefits in Part 4 of the Prospectus (the
"Illustrations") are consistent with the provisions of the Policies.
The assumptions upon which these Illustrations are based, including
the current cost of insurance and expense charges, are stated in the
Prospectus and are reasonable. The Policies have not been designed
so as to make the relationship between premiums and benefits, as
shown in the Illustrations, appear disproportionately more favorable
to prospective purchasers of Policies for non-tobacco user preferred
risk males age 40 than to prospective purchasers of Policies for
males at other ages or in other underwriting classes or for females.
The particular Illustrations shown were not selected for the purpose
of making the relationship appear more favorable.

<PAGE>

I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the heading
"Accounting and Actuarial Experts" in the Prospectus.

Very truly yours,

----------------------------
Barbara Fraser,
F.S.A., M.A.A.A.
Vice President
The Equitable Life Assurance
Society of the United States

37739-1

POWER OF ATTORNEY

The undersigned director and/or officer of Equitable Variable Life
Insurance Company, a New York corporation (the "Company"), hereby constitutes
and appoints Joseph J. Melone, James T. Liddle, Jr., and Samuel B. Shlesinger
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
him and on his behalf and in his name, place and stead, to execute and file any
of the documents referred to below relating to registrations under the
Securities Act of 1933 or the Investment Company Act of 1940 (the "Acts"):
registration statements on any form or forms under the Acts, and any and all
amendments and supplements thereto (including post-effective amendments), with
all exhibits and all agreements, consents, exemptive applications and other
documents and instruments necessary or appropriate in connection therewith, each
of said attorneys-in -fact and agents being empowered to act with or without the
others or other, and to have full power and authority to do or cause to be done
in the name and on behalf of the undersigned each and every act and thing
requisite and necessary or appropriate with respect thereto to be done in and
about the premises in order to effectuate the same, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand, this 27th day of
November, 1995.

/s/ Peter D. Noris
------------------------------
Peter D. Noris

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand, this 28th day of
November, 1995.

/s/ Michael J. Rich
------------------------------
Michael J. Rich

Exhibit 8
---------

Incentive Life Protector
------------------------

Description of Equitable Variable's Issuance,
Transfer and Redemption Procedures for Policies
Pursuant to Rule 6e-3(T)(b)(12)(iii)
under the Investment Company Act of 1940
March 1, 1996

Pursuant to Rule 6e-3(T)(b)(12)(iii) under the Investment Company Act
of 1940 ("1940 Act"), this exhibit sets forth the issuance, transfer and
redemption procedures to be followed by Equitable Variable Life Insurance
Company ("Equitable Variable") in connection with the issuance of Incentive Life
Protector, a flexible premium variable life insurance policy (the "policies").

Equitable Variable believes its procedures meet the requirements of
Rule 6e-3(T)(b)(12)(iii) and states the following:

1. Because of the insurance nature of Equitable Variable's policies and
due to the requirements of state insurance laws, the procedures necessarily
differ in significant respects from procedures for mutual funds and contractual
plans for which the 1940 Act was designed.

2. Many of the procedures used by Equitable Variable have been adopted
from its established procedures for its scheduled premium variable life
insurance policies, its other flexible premium variable life insurance policies
and its fixed benefit life insurance products.

3. In structuring its procedures to comply with Rule 6e-3(T), state
insurance laws and its established administrative procedures, Equitable Variable
has attempted to comply with the intent of the 1940 Act, to the extent deemed
feasible.

4. In general, state insurance laws, like Rule 6e-3(T)(b)(12)(iii),
require that Equitable Variable's procedures be reasonable, fair and not
discriminatory.

5. Because of the nature of the insurance product, it is often
difficult to determine precisely when Equitable Variable's procedures deviate
from those required under Sections 22(d), 22(e) or 27(c)(1) of the 1940 Act or
Rule 22c-1 thereunder. Accordingly, set out below is a summary of the principal
policy provisions and procedures not otherwise described in the prospectus,
which may be deemed to constitute, either directly or indirectly, such a
deviation. The summary, while comprehensive, does not attempt to describe each
and every procedure or variation which might occur and does include certain
procedural steps which do not constitute deviations from the above-cited
sections or rule.

Under the policies, a policyowner allocates net premiums to a
Guaranteed Interest Account, which is part of Equitable Variable's General
Account, and/or to one or more investment funds of Equitable Variable's Separate
Account FP (the "Account"). Except as otherwise noted, the procedures described
below apply equally to each of the Account's investment funds and, accordingly,
are described in terms of the Account.

<PAGE>

I. "Public Offering Price": Purchase and Related
Transactions -- Section 22(d) and Rule 22c-1
--------------------------------------------

This section outlines those principal policy provisions and
administrative procedures which might be deemed to constitute, either directly
or indirectly, a "purchase" transaction. Because of the insurance nature of the
policies, the procedures involved necessarily differ in certain significant
respects from the purchase procedures for mutual funds and contractual plans.
The chief differences involve the structure of the cost of insurance charges and
the insurance underwriting (i.e., evaluation of risk) process. There are also
certain policy provisions -- such as restoration and loan repayment -- which do
not result in the issuance of a policy but which require certain payments by the
policyowner and involve a transfer of assets supporting the policy reserve into
the Account.

a. Application and Initial Premium Processing
------------------------------------------

Upon receipt of a completed application and other required
documentation from a prospective policyowner, Equitable Variable will follow
certain insurance underwriting (i.e., evaluation of risks) procedures designed
to determine whether the proposed insured is insurable. This process may involve
such verification procedures as medical examinations and may require that
further information be provided by the proposed policyowner and/or the proposed
insured before such a determination can be made. A policy cannot be issued,
i.e., physically issued through Equitable Variable's computer issue system,
until this underwriting procedure has been completed.

These processing procedures will not dilute any benefit payable to any
existing policyowner. Although a policy cannot be issued until after the
underwriting process has been completed, the proposed policyowner will receive
immediate insurance coverage on the proposed insured person once the proposed
policyowner has paid his full initial premium and assuming that the proposed
insured person proves to be insurable.

Equitable Variable will require that the policy be delivered within a
specific delivery period to protect itself against anti-selection by the
prospective policyowner resulting from a deterioration of the health of the
proposed insured. Generally, the period will not exceed 30 days from the
policy's Issue Date.

Delivery may be delayed where, for example, the full minimum initial
premium has not yet been paid, amendment is needed to the application for the
policy or where the agent has been unable to contact the prospective
policyowner. Where a policy is not delivered within 30 days, Equitable Variable
will consider reissuing the policy with a new Register Date and Issue Date.
However, if Equitable Variable does not receive the full minimum initial premium
within 60 days of the Issue Date, we will consider the prospective policyowner
to have withdrawn the application and we will refund any premium paid. To obtain
a policy, it would then be necessary for the prospective policyowner to submit a
new completed application and satisfactory evidence of insurability of the
proposed insured.

2
<PAGE>

b. Insurance Charges and Underwriting Standards
--------------------------------------------

Cost of insurance charges payable under the policies will not be the
same for all policyowners. The chief reason is that the principle of pooling and
distribution of mortality risks is based upon the assumption that each
policyowner pays a cost of insurance charge commensurate with the insured's
mortality risk which is actuarially determined based upon factors such as age,
sex, health and occupation.

In the context of life insurance, uniform cost of insurance charges for
all insureds would discriminate unfairly in favor of those insureds representing
greater mortality risks to the disadvantage of those representing lesser risks.
Accordingly, although there will be a uniform "public offering price" for all
policyowners because premiums are flexible, there will be a different "price"
for each actuarial category of insureds because different cost of insurance
rates will apply. The "price" will also vary based on the net amount at risk.

The Policies will be offered and sold pursuant to our cost of insurance
charge schedule and our underwriting standards and in accordance with state
insurance laws. Such laws prohibit unfair discrimination among insureds of the
same class, but generally recognize that premiums must be based upon factors
such as age, sex, health and occupation. A table showing the maximum cost of
insurance charges will be delivered as part of the policy. Any additional
charges for persons who do not meet standard underwriting requirements or for
additional benefit riders will also be indicated in the policy.

By administrative practice, Equitable Variable will reduce the cost of
insurance rate classification for an existing policy if new evidence of
insurability demonstrates that the insured person qualifies for a lower
classification. After the reduced rating is determined, the policyowner will pay
a lower current monthly cost of insurance charge each month. A similar reduction
will be made for tobacco users who meet our non-tobacco user requirements.

c. Repayment of Loan
-----------------

When a loan is made, Equitable Variable will transfer from each
investment division of the Account to the General Account an amount of Policy
Account Value equal to the amount of the loan allocable to that division. Upon
repayment of indebtedness, Equitable Variable will reduce its General Account
policy loan assets and transfer those assets first to the Guaranteed Interest
Division to the extent loans were attributable to that Division and then to the
Account's investment funds according to the policyowner's instruction or the
premium payment allocation percentages then in effect.

d. Face Amount Increases
---------------------

Equitable Variable reserves the right to decline a Face Amount increase
if the policyowner has become a more expensive risk. The policyowner may,
however, apply for a new policy for the amount of the increase. Equitable
Variable intends to waive the monthly administrative charge, the charge for
transfers and the charge for partial withdrawals on the second policy. The
minimum Face Amount for the second policy will be $10,000.

<PAGE>

II. "Redemption Procedures":
Surrender and Related Transactions
----------------------------------

This section will outline those procedures which differ in certain
significant respects from redemption procedures for mutual funds and contractual
plans. The policies provide for the payment of monies to a policyowner or
beneficiary upon presentation of the policy. The amount received by the payee
will depend upon the particular benefit for which the policy is presented:
surrender for net cash surrender value, payment of a death claim, living benefit
payment or maturity benefit. There are also certain policy provisions -- such as
partial withdrawals, termination and the loan privilege -- under which the
policy will not be presented to Equitable Variable but which will affect the
policyowner's benefits and may involve a transfer of the assets supporting the
policy reserve out of the Account.

Any combined transactions on the same day which counteract each other
will be allowed. We will assume the policyowner is aware of the conflicting
nature of these transactions and desires their combined result. In addition, if
a transaction is requested which we will not allow (for example, a request for a
face amount decrease which lowers the face amount below our minimum) we will
reject the whole request and not just the portion which fails to comply with our
rules. Policyowners will be informed of the rejection and will have an
opportunity to give new instructions. Finally, state insurance or other laws may
require that certain requirements be met before Equitable Variable is permitted
to make payments to the payee.

Generally, except for the payment of death benefits, the imposition of
insurance and administrative charges and the effects of policy loans, the payee
will receive a pro rata or proportionate share of the Account's assets within
the meaning of the 1940 Act in any transaction involving "redemption
procedures."

a. Surrender for Net Cash Surrender Value
--------------------------------------

Equitable Variable will make the payment of Net Cash Surrender Value
out of its General Account and, at the same time, transfer assets from the
Account to the General Account in an amount equal to the policy reserves in the
Account.

b. Death Claims
------------

Equitable Variable will issue a death benefit payable to the
beneficiary within seven days after receipt, at our Administrative Office, of
the policy, due proof of death of the insured person, and all other requirements
necessary(1) to make payment.

Equitable Variable will make payment of the death benefit out of its
General Account, and will transfer assets from the Account to the General
Account in an amount equal to the policy reserves in that Account. The excess,
if any, of the death benefit over the amount transferred will be paid out of the
General Account reserve maintained for that purpose.

- ----------
(1) State insurance laws impose various requirements, such as receipt of a tax
waiver, before payment of the death benefit may be made. In addition, payment of
the death benefit is subject to the provisions of the policies regarding suicide
and incontestability.

<PAGE>

c. Transfer
--------

The policies allow the policyowner, in lieu of a conversion privilege,
to transfer all the amounts in the investment funds of the Account to the
Guaranteed Interest Account (which is part of our General Account and pays
interest at a declared guaranteed rate) without charge.

d. Policy Loan
-----------

When a loan is made, Equitable Variable transfers a portion of the
assets in the Account (which is a portion of the cash surrender value and which
also constitutes a portion of the reserves for the death benefit) equal to the
indebtedness to the General Account.

e. Living Benefit Payment
----------------------

The Living Benefit option enables eligible policyowners to receive a
portion of the death benefit if the insured has a terminal illness. When
Equitable Variable receives written notice of a Living Benefit claim it will
send the policyowner a "quote letter" detailing the effect of a Living Benefit
payment on the remaining policy values as well as an explanation of amounts that
are available through policy loan or surrender. The letter will be accompanied
by the forms necessary for the policyowner to finalize his or her Living Benefit
claim. When those forms are received, Equitable Variable will determine whether
the policyowner is eligible to receive the Living Benefit payment (e.g., whether
satisfactory evidence has been received that the insured's life expectancy is
less than six months). Once this eligibility determination is complete,
Equitable Variable will pay the Living Benefit amount within seven days.

f. Federal Income Tax

In certain circumstances, a premium payment or change to a policy may
cause a policy to be treated as a "modified endowment." (See Tax Effects in the
Prospectus). Due to the potential adverse tax consequences, Equitable Variable
has instituted procedures aimed to prevent a policy from becoming a modified
endowment without the policyowner's prior knowledge. If Equitable Variable
determines that, based on the first premium, the policy will be a modified
endowment contract, Equitable Variable will issue the policy based on the first
premium remitted, provided that the policyowner signs a form acknowledging that
the policy is a modified endowment. Alternatively, the policyowner may reduce
the amount of the first premium to a level at which the policy will not be a
modified endowment. Equitable Variable will then issue the policy based on the
reduced premium. Equitable Variable will not deliver a policy unless one of
these options is selected.

In the case of a subsequent premium payment, which, if applied, would
cause a policy to become a modified endowment, Equitable Variable plans to
return the excess premium payment (the amount which would cause the contract to
become a modified endowment) to the policyowner within one business day. The
excess premium payment will be accompanied by a letter of explanation. The
letter will explain to the policyowner that the premium payment he submitted
would cause the policy to become a modified endowment under federal income tax
law. The letter will instruct the policyowner that he may either return the
excess premium payment to Equitable Variable with a signed acknowledgment form
(enclosed with the letter) or forego making the payment at this time. The
acknowledgment form will describe the federal income tax consequences

<PAGE>

of owning a modified endowment. In administering certain policy transactions, we
may also require an acknowledgment before processing the change.

There may be cases in which a policy becomes a modified endowment
despite the above procedures. In such cases, Equitable Variable may, but is not
obligated under applicable federal income tax law to, refund the excess premium
with interest not later than 60 days following the policy year in which it was
received. In such case the policy should generally be removed from modified
endowment status. If an offer to refund premium is made, the policyowner will be
notified and given an opportunity to elect a refund. If a refund is elected, the
Policy Account will be adjusted to take into account the amount of the refund.
The amount of the refund would include interest earned on the excess premium
amount in the Guaranteed Interest Account and net return on the excess premium
amount in the divisions of the Separate Account, but not less in total than
minimum interest of 4%. An election to take a refund and the related adjustments
will be effected upon receipt at our administrative office.

38563

[EVLICO LOGO]

NOTICE OF WITHDRAWAL RIGHT

INSURANCE CENTER:

DATE OF MAILING:

RE:

We are sending you this notice in compliance with the laws administered by the
United States Securities and Exchange Commission ("SEC"). Please read it
carefully and retain it with your important records.

We are pleased that you have recently purchased a FLEXIBLE PREMIUM VARIABLE LIFE
INSURANCE policy from Equitable Variable Life Insurance Company. The benefits of
this contract will vary based on the performance of the investment funds you
select. The investment funds are described in the Prospectus given to you at the
time you purchased this contract.

You have the right to examine and return your policy for cancellation. Should
you decide to cancel, you will receive a refund equal to the sum of the premium
payment(s) made under the policy. The deadline for cancellation is the latest
of:

o 10 days from delivery of the policy
o 45 days from the date of Part 1 of the application
o 10 days from the date of mailing of this notice as determined by its
postmark

SEE THE REVERSE SIDE OF THIS LETTER FOR DETAILS YOU MAY WISH TO CONSIDER IN
DETERMINING WHETHER OR NOT TO EXERCISE YOUR RIGHT OF WITHDRAWAL.

In the event that you decide to exercise this right of cancellation, complete
the enclosed form and return your policy as outlined in the instructions on the
form, postmarked on or before the latest date permitted for cancellation as
described above.

A B C D
Joseph J. Melone
Chairman of the Board

96-NOW
<PAGE>

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

In determining whether or not to exercise your right of withdrawal, you should
consider, among other things, your projected policy premiums and the deductions
and charges under the policy.

You have already been furnished a Prospectus which describes the charges and
deductions. The sales and administrative charges are: a premium sales charge
deducted from each premium guaranteed never to exceed 6%; a monthly
administrative charge of $25 for the first policy year, and $6 thereafter
(subject to a guaranteed maximum of $10 per month); and, a surrender charge
(shown on Page 3 of the policy), if your insurance coverage is surrendered,
reduced or lapses in the first fifteen policy years.

In addition, the Prospectus and Page 3 of the policy describe certain
insurance-related charges that are periodically deducted.

<PAGE>
[EVLICO LOGO]

REQUEST FOR WITHDRAWAL

INSURANCE CENTER:

DATE OF MAILING:

RE:

- INSTRUCTIONS -

If, after reading the enclosed notice, you choose to return your policy for
cancellation, you must:

1. Sign and date the bottom portion of this form.

2. Mail this notice together with your policy to: Equitable Variable Life
Insurance Company at the ADDRESS OF THE INSURANCE CENTER ABOVE.

3. Make certain that the postmark on the return envelope is on or before the
last date permitted for cancellation as described in the attached letter.

4. If you have not yet received your policy at the time of mailing this
form, check the box on the bottom portion of this form.

- TO BE SIGNED AND DATED BY POLICYOWNER -

TO: Equitable Variable Life Insurance Company (Equitable Variable)

In accordance with the terms of the notice furnished me by Equitable Variable, I
hereby return the policy identified above for cancellation and request a refund
of premiums paid for the policy. I hereby release Equitable Variable from any
and all claims arising out of or in connection with the issuance of the policy
and I acknowledge that Equitable Variable's sole liability with respect to the
policy is the refund to me.

____________________________________ ____________________
Signature of Policyowner Date

__ I have not yet received the policy. Should it be received, I will return it
to Equitable Variable.

96-ROW

<PAGE>

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

In determining whether or not to exercise your right of withdrawal, you should
consider, among other things, your projected policy premiums and the deductions
and charges under the policy.

In addition, the Prospectus and Page 3 of the policy describe certain
insurance-related charges that are periodically deducted.

<PAGE>
[EVLICO LOGO]

NOTICE OF WITHDRAWAL RIGHT

INSURANCE CENTER:

DATE OF MAILING:

RE:

We are pleased that you have recently increased the face amount of your FLEXIBLE
PREMIUM VARIABLE LIFE INSURANCE policy from Equitable Variable Life Insurance
Company. The benefits of this contract will vary based on the performance of the
investment funds you select. The investment funds are described in the
Prospectuses given to you at the time you purchased this contract, as updated
from time to time.

You have the right to examine and return the updated Policy Information pages
for cancellation of the face amount increase. Should you decide to cancel, we
will reverse any charges attributable to the increase and recalculate the Policy
Account Value, Cash Surrender Value and Surrender Charge as if the increase had
not taken place. The deadline for cancellation is the latest of:

o 10 days from delivery of the updated Policy Information pages
o 45 days from the date of application for the increase
o 10 days from the date of mailing of this notice as determined by its
postmark

SEE THE REVERSE SIDE OF THIS LETTER FOR DETAILS YOU MAY WISH TO CONSIDER IN
DETERMINING WHETHER OR NOT TO EXERCISE YOUR RIGHT OF CANCELLATION.

In the event that you decide to exercise this right of cancellation, complete
the enclosed form and return your updated Policy Information pages as outlined
in the instructions on the form, postmarked on or before the latest date
permitted for cancellation as described above.

A B C D
Joseph J. Melone
Chairman of the Board

SPVLI

<PAGE>

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

In determining whether or not to exercise your right of cancellation you should
consider, among other things, your projected policy premiums and the deductions
and charges attributed to the increase in your policy's face amount.

You have already been furnished a Prospectus which describes the charges and
deductions. The sales and administrative charges that are triggered by a face
amount increase are: a sales charge deducted from each premium attributed to the
increase in face amount guaranteed not to exceed 6%; a one-time administrative
charge of $1.50 for each additional $1,000 of insurance (up to a maximum of
$240) deducted from your policy account; and a surrender charge if your
increased insurance coverage is surrendered, reduced or lapses in the first
fifteen years from the date of the increase.

In addition, the Prospectus and Page 3 of the policy describe certain
insurance-related charges that are periodically deducted.

<PAGE>

[EVLICO LOGO]

REQUEST FOR WITHDRAWAL

INSURANCE CENTER:

DATE OF MAILING:

RE:

- INSTRUCTIONS -

If, after reading the enclosed notice, you choose to return the updated Policy
Information pages for cancellation of your increased insurance coverage, you
must:

1. Sign and date the bottom portion of this form.

2. Mail this notice together with your updated Policy Information pages to:
Equitable Variable Life Insurance Company at the ADDRESS OF THE
INSURANCE CENTER ABOVE.

3. Make certain that the postmark on the return envelope is on or before
the last date permitted for cancellation as described in the attached
letter.

4. If you have not yet received your updated Policy Information pages at
the time of mailing this form, check the box on the bottom portion of
this form.

- TO BE SIGNED AND DATED BY POLICYOWNER -

TO: Equitable Variable Life Insurance Company (Equitable Variable)

In accordance with the terms of the notice furnished me by Equitable Variable, I
hereby return the updated Policy Information pages for the face amount increase
identified above for cancellation and request reversal of any charges
attributable to the increase. I hereby release Equitable Variable from any and
all claims arising out of or in connection with the issuance of the face amount
increase and I acknowledge that Equitable Variable's sole liability with respect
to the face amount increase is the reversal of charges attributable to the
increase.

_____________________________________ ___________________
Signature of Policyowner Date

__ I have not yet received the updated Policy Information pages. Should they be
received, I will return them to Equitable Variable.

SPVLI

<PAGE>

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

In addition, the Prospectus and Page 3 of the policy describe certain
insurance-related charges that are periodically deducted.

[Flexible Premium]

REPRESENTATIONS, DESCRIPTION AND
UNDERTAKING PURSUANT TO
RULE 6e-3(T)(b)(13)(iii)(F) UNDER
THE INVESTMENT COMPANY ACT OF 1940

Registrant makes the following representations:

(1) Section 6e-3(T)(b)(13)(iii)(F) is being relied upon.

(2) The level of the mortality and expense risk charge are within the range of
industry practice for comparable contracts.

(3) The methodology used to support the representation made in paragraph (2)
above is based on an analysis of the levels of mortality and expense risk
charges being made in comparable contracts. Registrant undertakes to keep
and make available to the Commission on request the documents used to
support the representation in paragraph (2) above.

(4) (i) Registrant has concluded that there is a reasonable likelihood that
the distribution financing arrangement will benefit Separate Account
FP and policyowners. Registrant undertakes to keep and make available
to the Commission on request the memorandum setting forth the basis
for this representation.

(ii) Registrant represents that Separate Account FP will invest only in
management investment companies which have undertaken to have a
board of directors, a majority of whom are not interested persons of
registrant, formulate and approve any plan under Rule 12b-1 to
finance distribution expenses.

37739-1