SEPARATE ACCOUNT FP OF EQUITABLE LIFE ASSUR SOC OF THE US
497, 1997-07-15
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                                  SURVIVORSHIP
                                      2000

                         Prospectus Dated July 21, 1997

Survivorship  2000  is a  flexible  premium  joint  survivorship  variable  life
insurance  policy issued by The Equitable Life  Assurance  Society of the United
States (Equitable).

You may decide the amount of premiums to invest and when,  within limits.  Other
than the initial premium, there are no required premiums (however, under certain
conditions, additional premiums may be needed to keep the policy in effect). Net
premiums are deposited in a Policy Account.

Policy  Account  values  increase or decrease  with  investment  experience  and
reflect  certain  deductions  and charges.  You may allocate your Policy Account
value to a guaranteed  fixed  return and the  following  twenty-four  investment
portfolios:

<TABLE>
<CAPTION>
                              INVESTMENT PORTFOLIOS
- -------------------------------------------------------------------------------------------------------------------
   FIXED INCOME SERIES:                           EQUITY SERIES:                         ASSET ALLOCATION SERIES:
- ---------------------------- ---------------------------------------------------------  ---------------------------
<S>                          <C>                          <C>                           <C>
Domestic Fixed Income        Domestic Equity              International Equity          o Alliance Conservative
- ---------------------        ---------------              --------------------            Investors
   o Alliance Money Market      o T. Rowe Price Equity       o Alliance Global          o EQ/Putnam Balanced
   o Alliance Intermediate        Income                     o Alliance International   o Alliance Balanced
     Government Securities      o EQ/Putnam Growth &         o T. Rowe Price            o Alliance Growth
   o Alliance Quality Bond        Income Value                 International Stock        Investors
                                o Alliance Growth &          o Morgan Stanley           o Merrill Lynch World
Aggressive Fixed Income           Income                       Emerging Markets           Strategy
- -----------------------         o Alliance Equity Index        Equity (available on     
   o Alliance High Yield        o Merrill Lynch Basic          or about Sept. 2,        
                                  Value Equity                 1997)
                                o Alliance Common Stock
                                o MFS Research

                                                          Aggressive Equity
                                                          -----------------
                                                             o Alliance Aggressive
                                                               Stock
                                                             o Warburg Pincus Small
                                                               Company Value
                                                             o Alliance Small Cap
                                                               Growth
                                                             o MFS Emerging Growth
                                                               Companies
</TABLE>

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

Survivorship 2000 provides life insurance coverage on two insureds, with a death
benefit payable when the last surviving  insured person dies while the policy is
in effect. You may choose either a fixed benefit equal to the Face Amount of the
policy or a variable  benefit equal to the Face Amount plus the Policy  Account.
You can reduce the Face  Amount and  change  the death  benefit  option,  within
limits.

The policy may go into default if the Net Cash Surrender  Value (Policy  Account
value  less any loan and  accrued  loan  interest)  is  insufficient  to pay the
policy's monthly  deductions.  When this condition exists, we guarantee that the
policy will  remain in force under the death  benefit  guarantee  provision  (if
available) as long as the accumulated  premiums  you've paid, less  withdrawals,
are at least equal to a guaranteed  minimum death  benefit  premium fund and any
policy loan does not exceed the Cash  Surrender  Value (Policy  Account  value).
Otherwise,  your  policy  will end  without  value  unless  you make a  required
payment.

Ask your Equitable  agent to determine if changing,  or adding to, your existing
insurance  coverage with Survivorship  2000 would be to your advantage.  You may
examine the policy for a limited  period after your  initial  payment and if you
are not satisfied for any reason, you may return the policy 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
SURVIVORSHIP 2000. THIS PROSPECTUS IS NOT VALID UNLESS IT IS ATTACHED TO CURRENT
PROSPECTUSES FOR BOTH THE HUDSON RIVER TRUST AND THE EQ ADVISORS TRUST.

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

    Copyright 1997 The Equitable Life Assurance Society of the United States.
                              All rights reserved.


EVM-119 Cat. No. 127365

<PAGE>
                                TABLE OF CONTENTS

                                                            PAGE
                                                            ----

SUMMARY OF SURVIVORSHIP 2000 FEATURES........................1

PART 1 -- DETAILED INFORMATION ABOUT EQUITABLE AND
          SURVIVORSHIP 2000 INVESTMENT CHOICES...............7
          THE COMPANY THAT ISSUES SURVIVORSHIP 2000..........7
            Equitable........................................7
          THE SEPARATE ACCOUNT AND THE TRUSTS................7
            The Separate Account.............................7
            The Trusts.......................................7
            The HRT's Investment Adviser.....................8
            The EQAT's Manager And Investment Advisers.......8
            Investment Policies Of The Trusts' Portfolios....8
          THE GUARANTEED INTEREST ACCOUNT...................10
            Amounts In The Guaranteed Interest Account......11
            Adding Interest In The Guaranteed Interest 
            Account.........................................11
            Transfers Out Of The Guaranteed Interest 
            Account.........................................11

PART 2 -- DETAILED INFORMATION ABOUT SURVIVORSHIP 2000......12
          FLEXIBLE PREMIUMS.................................12
          DEATH BENEFITS....................................12
          CHANGES IN INSURANCE PROTECTION...................13
            Reducing The Face Amount........................13
            Changing The Death Benefit Option...............13
            When Policy Changes Go Into Effect..............13
          MATURITY BENEFITS.................................13
          LIVING BENEFIT OPTION.............................13
          ADDITIONAL BENEFITS MAY BE AVAILABLE..............14
          YOUR POLICY ACCOUNT VALUE.........................14
            Amounts In The Separate Account.................14
            How We Determine The Unit Value.................14
            Transfers Of Policy Account Value...............15
            Automatic Transfer Service......................15
            Telephone Transfers.............................15
            Charge For Transfers............................15
          BORROWING FROM YOUR POLICY ACCOUNT................15
            How To Request A Loan...........................16
            Policy Loan Interest............................16
            When Interest Is Due............................16
            Repaying The Loan...............................16
            The Effects Of A Policy Loan....................16
          PARTIAL WITHDRAWALS AND SURRENDER.................16
            Partial Withdrawals.............................16
            Allocation Of Partial Withdrawals And Charges...17
            The Effects Of A Partial Withdrawal.............17
            Surrender For Net Cash Surrender Value..........17
          DEDUCTIONS AND CHARGES............................17
            Deductions From Your Premiums...................17
            Deductions From Your Policy Account.............18
          DEDUCTIONS AND CHARGES (CONTINUED)
            How Policy Account Charges Are Allocated........18
            Charge Against The Separate Account.............19
            Charges Of The Trusts...........................19
          ADDITIONAL INFORMATION ABOUT SURVIVORSHIP 2000....19
            Your Policy Can Terminate.......................19
            You May Restore A Policy After It Terminates....19
            Policy Periods, Anniversaries, Dates And Ages...20
          TAX EFFECTS.......................................20
            Policy Proceeds.................................20
            Policy Terminations.............................21
            Living Benefits.................................21
            Diversification.................................21
            Riders..........................................22
            Policy Changes..................................22
            Tax Changes.....................................22
            Estate And Generation Skipping Taxes............22
            Our Taxes.......................................22
            When We Withhold Income Taxes...................22

PART 3 -- ADDITIONAL INFORMATION............................23
          YOUR VOTING PRIVILEGES............................23
            Trust Voting Privileges.........................23
            How We Determine Your Voting Shares.............23
            Separate Account Voting Rights..................23
          OUR RIGHT TO CHANGE HOW WE OPERATE................23
          OUR REPORTS TO POLICYOWNERS.......................23
          LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY.......23
          YOUR PAYMENT OPTIONS..............................24
          YOUR BENEFICIARY..................................24
          ASSIGNING YOUR POLICY.............................24
          WHEN WE PAY POLICY PROCEEDS.......................24
          DIVIDENDS.........................................24
          REGULATION........................................25
          SPECIAL CIRCUMSTANCES.............................25
          DISTRIBUTION......................................25
          LEGAL PROCEEDINGS.................................25
          ACCOUNTING AND ACTUARIAL EXPERTS..................25
          ADDITIONAL INFORMATION............................25
          MANAGEMENT........................................26

PART 4 -- ILLUSTRATIONS OF POLICY BENEFITS..................30
          INDIVIDUAL ILLUSTRATIONS..........................30

SEPARATE ACCOUNT FP FINANCIAL STATEMENTS.................FSA-1

EQUITABLE FINANCIAL STATEMENTS.............................F-1

APPENDIX A -- COMMUNICATING PERFORMANCE DATA...............A-1
              LONG-TERM MARKET TRENDS......................A-1

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

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

THE POLICY IS NOT  AVAILABLE  IN ALL  JURISDICTIONS.  THIS  PROSPECTUS  DOES NOT
CONSTITUTE  AN  OFFERING  IN ANY  JURISDICTION  IN WHICH SUCH  OFFERING  MAY NOT
LAWFULLY  BE  MADE.   EQUITABLE   DOES  NOT   AUTHORIZE   ANY   INFORMATION   OR
REPRESENTATIONS  REGARDING THE OFFERING  DESCRIBED IN THIS PROSPECTUS OTHER THAN
AS CONTAINED IN THIS  PROSPECTUS  OR ANY ATTACHED  SUPPLEMENT  THERETO OR IN ANY
SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY EQUITABLE.
<PAGE>
                      SUMMARY OF SURVIVORSHIP 2000 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).

INVESTMENT FEATURES

FLEXIBLE PREMIUMS

o  Premiums  may be  invested  whenever  and in whatever  amount you  determine,
   within  limits.  Other than the initial  premium,  there are no  scheduled or
   required  premium payments  (however,  under certain  conditions,  additional
   premiums may be needed to keep a policy in effect).  See FLEXIBLE PREMIUMS in
   Part 2 of this prospectus.

POLICY ACCOUNT

o  After certain  charges are deducted from your premium  payment,  the balance,
   called your net premium,  is put in your Policy Account.  Net premiums can be
   allocated  to a  Guaranteed  Interest  Account  and to one or more  funds  of
   Equitable's Separate Account FP (each a Fund, and together,  the Funds or the
   Separate Account). The Funds invest in corresponding portfolios of The Hudson
   River Trust (HRT), or the EQ Advisors Trust (EQAT), each of which is a mutual
   fund.  Subject to certain  conditions,  you have access to the Policy Account
   value through loans,  partial  withdrawals or by surrendering the policy. You
   may also adjust your allocation to the various investment options by changing
   your  allocation  percentages or by making  transfers among the Funds and the
   Guaranteed  Interest Account.  If the policy is owned by two or more persons,
   we will require  authorization from each owner before taking any action under
   the policy.

o  REQUESTS FOR TRANSFERS  OUT OF THE  GUARANTEED  INTEREST  ACCOUNT CAN ONLY BE
   MADE ON OR WITHIN 30 DAYS OF A POLICY  ANNIVERSARY.  SUCH  TRANSFERS  WILL BE
   EFFECTIVE  AS OF THE DATE WE RECEIVE  YOUR  REQUEST,  BUT NO EARLIER THAN THE
   POLICY ANNIVERSARY.  TRANSFERS INTO THE GUARANTEED INTEREST ACCOUNT AND AMONG
   THE FUNDS MAY BE  REQUESTED AT ANY TIME.  Transfers  are subject to the rules
   discussed under TRANSFERS OUT OF THE GUARANTEED INTEREST ACCOUNT in Part 1 of
   this  prospectus  and  TRANSFERS  OF POLICY  ACCOUNT  VALUE in Part 2 of this
   prospectus.

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 deductions  from that Account and on the interest rates declared each year
   by Equitable (4% minimum, before deductions).

REDEMPTION

o  Loans may be taken against 90% of a policy's Cash  Surrender  Value (equal to
   the  Policy  Account  value)  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 in Part 2 of
   this prospectus.

o  Partial  withdrawals of Net Cash Surrender Value may be taken after the first
   policy  year,  subject to our approval  and certain  conditions.  See PARTIAL
   WITHDRAWALS AND SURRENDER in Part 2 of this prospectus.

o  The  policy  may be  surrendered  for its Net Cash  Surrender  Value  (Policy
   Account  value  less any  loan  and  accrued  loan  interest),  less any lien
   securing a Living Benefit payment, at which time insurance coverage will end.

INSURANCE PROTECTION FEATURES

DEATH BENEFITS

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

o  Option B, a variable  benefit  that  equals the Face  Amount  plus the Policy
   Account.

o  In some  cases a higher  death  benefit  may  apply in order to meet  Federal
   income tax law requirements. See DEATH BENEFITS in Part 2 of this prospectus.

o  After the first  year,  you may  reduce  the Face  Amount or change the death
   benefit  option,  within  limits.  The minimum Face Amount is  $200,000.  See
   CHANGES IN INSURANCE PROTECTION in Part 2 of this prospectus.

o  The death  benefit is payable  when the last  surviving  insured  person dies
   while the policy is in effect.

DEATH BENEFIT GUARANTEE

o  The death  benefit is  guaranteed  if the  amount of  premiums  you've  paid,
   accumulated  at  4%  interest,  less  withdrawals,  also  accumulated  at  4%
   interest,  is at least equal to a guaranteed  minimum death  benefit  premium
   fund and any policy  loan does not exceed the Cash  Surrender  Value  (Policy
   Account  Value).  The  death  benefit  guarantee  is not  available  in  some
   jurisdictions,  including New York, New Jersey and Massachusetts.  You should
   check with your Equitable agent to determine  whether the guaranteed  minimum
   death  benefit is  available in your state.  See DEATH  BENEFITS in Part 2 of
   this prospectus.

MATURITY BENEFITS

o  A  maturity  benefit  equal to the Net Cash  Surrender  Value,  less any lien
   securing a Living  Benefit  payment and accrued  interest,  is payable on the
   policy  anniversary  nearest the younger insured person's 100th birthday,  if
   either or both of the  insured  persons  are still  living on that date.  See
   MATURITY BENEFITS in Part 2 of this prospectus.


                                       1

<PAGE>

LIVING BENEFIT

o  The Living Benefit rider enables the  policyowner to receive a portion of the
   policy's  death  benefit  (excluding  death  benefits  payable  under certain
   riders) if the sole  surviving  insured  has a terminal  illness.  The Living
   Benefit rider will be added to most policies at issue for no additional cost.
   See LIVING BENEFIT OPTION in Part 2 of this prospectus.

ADDITIONAL BENEFITS

o  Estate  Protector,  Option to Split  Upon  Divorce  and  Option to Split Upon
   Federal Tax Law Change riders are available.  See ADDITIONAL  BENEFITS MAY BE
   AVAILABLE in Part 2 of this prospectus.

DEDUCTIONS AND CHARGES

FROM PREMIUMS (See DEDUCTIONS FROM YOUR PREMIUMS in Part 2 of this prospectus.)

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

o  Premium  Sales Charge in the first policy year equal to 30% of premiums  paid
   up to one "target  premium," plus 3% of premiums paid in excess of the target
   premium  in that year.  If you paid at least one target  premium in the first
   policy year,  the Premium  Sales Charge in each  subsequent  year is equal to
   7.5% (6% for certain age combinations of insured persons) of premiums paid up
   to one  target  premium,  plus 3% of  premiums  paid in excess of the  target
   premium in each year.  However,  if you paid less than one target  premium in
   the first policy  year,  the Premium  Sales  Charge in the second,  third and
   fourth policy years is equal to 7.5% (6% for certain  combinations of insured
   persons)  of  premiums  paid up to the  lesser of one  target  premium or the
   highest amount of premiums paid in any prior year,  plus 30% on premiums paid
   in excess of this amount  until  premiums  paid in that year equal the target
   premium,  plus 3% of  premiums  paid in excess of the target  premium in that
   year.  The Premium  Sales  Charge in policy  years five and later is equal to
   7.5% (6% for certain age combinations of insured persons) of premiums paid up
   to one  target  premium,  plus 3% of  premiums  paid in excess of the  target
   premium in each year.  Equitable  currently  intends  to stop  deducting  the
   Premium Sales Charge at the end of the twentieth  policy year. See DEDUCTIONS
   FROM YOUR PREMIUMS in Part 2 of this  prospectus  for a detailed  discussion,
   including an explanation of "target premium."

FROM THE POLICY  ACCOUNT (See  DEDUCTIONS  FROM YOUR POLICY ACCOUNT in Part 2 of
this prospectus.)

o  Monthly  administrative  charge of $0.07 per $1,000 of Face Amount during the
   first policy year, plus a current monthly  administrative charge of $6 during
   each policy year. We may increase this latter  charge,  but we guarantee that
   it will never exceed $8 per month.

o  Current monthly cost of insurance rates for standard risk insureds range from
   less than $0.01 per  thousand of net amount at risk at the  youngest  ages to
   $83.33 per  thousand of net amount at risk at the oldest ages (age 99 of each
   insured). The net amount at risk is the difference between the Policy Account
   value and the current death benefit.  Guaranteed  cost of insurance rates for
   standard risk insureds range from less than $0.01  (youngest  ages) to $83.33
   (oldest ages).

o  Monthly charge for any additional insurance benefits.

o  Certain policy transactions will result in the following charges:

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

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

o   Monthly guaranteed minimum death benefit charge equal to $0.01 per $1,000 of
    Face Amount for policies with a guaranteed minimum death benefit provision.

FROM THE SEPARATE  ACCOUNT (See CHARGE AGAINST THE SEPARATE ACCOUNT in Part 2 of
this prospectus.)

o  Charge for certain mortality and expense risks of .90% per annum.

FROM THE TRUSTS

o  The  Separate  Account  Funds  purchase  Class  IA  shares  of  corresponding
   portfolios of the HRT or Class IB shares of  corresponding  portfolios of the
   EQAT at net asset value. That price reflects investment  management fees, any
   Rule  12b-1   distribution  fees,   indirect  expenses,   such  as  brokerage
   commissions, and certain other operating expenses.

   The Hudson River Trust.  Effective  May 1, 1997,  a new  investment  advisory
   agreement relating to each of the HRT portfolios was entered into between HRT
   and  Alliance,  HRT's  Investment  Adviser.  The  table  below  shows (i) the
   investment  management  fees paid by the HRT in 1996 and (ii) other  expenses
   deducted from HRT assets in 1996, both restated to reflect the fees and other
   expenses  that  would  have  been  paid  by the  portfolios  if  the  present
   investment advisory agreement had been in effect as of January 1, 1996. These
   restated  fees and  expenses  are based on average  net assets for 1996.  For
   actual investment management fees and other expenses paid by HRT in 1996, see
   the HRT prospectus. Investment management fees may increase or decrease based
   on the level of  portfolio  net  assets.  These  fees are  subject to maximum
   rates,  as described in the attached HRT  prospectus.  Other HRT expenses are
   likely to fluctuate from year to year.  Both  investment  management fees and
   other  expenses are  expressed in the table below as an annual  percentage of
   each portfolio's daily average net assets:

                                       2

<PAGE>
<TABLE>
<CAPTION>
                                                    1996 FEES AND EXPENSES RESTATED AS IF SUBJECT TO 1997 ADVISORY AGREEMENT
                                              -------------------------------------------------------------------------------------
                                                   RESTATED 1996                  RESTATED 1996                  RESTATED 1996
HRT PORTFOLIO                                      MANAGEMENT FEE                 OTHER EXPENSES                TOTAL EXPENSES
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                           <C>                            <C>  
Alliance Money Market                                   0.35%                         0.04%                          0.39%
Alliance Intermediate Govt. Securities                  0.50%                         0.09%                          0.59%
Alliance Quality Bond                                   0.53%                         0.05%                          0.58%
Alliance High Yield                                     0.60%                         0.06%                          0.66%
Alliance Growth & Income                                0.55%                         0.05%                          0.60%
Alliance Equity Index                                   0.33%                         0.05%                          0.38%
Alliance Common Stock                                   0.38%                         0.03%                          0.41%
Alliance Global                                         0.65%                         0.08%                          0.73%
Alliance International                                  0.90%                         0.18%                          1.08%
Alliance Aggressive Stock                               0.55%                         0.03%                          0.58%
Alliance Small Cap Growth*                              0.90%**                       0.10%***                       1.00%***
Alliance Conservative Investors                         0.48%                         0.07%                          0.55%
Alliance Balanced                                       0.42%                         0.05%                          0.47%
Alliance Growth Investors                               0.53%                         0.06%                          0.59%
<FN>
- --------------------------------------
*Commenced operations on May 1, 1997.  **Maximum management fee payable.  ***Estimated 1997 expenses.
</FN>
</TABLE>

EQ Advisors  Trust.  The table below shows (i) the annual  rates  payable by the
EQAT for management  fees in 1997, (ii) Rule 12b-1  distribution  fees and (iii)
other  estimated  expenses to be deducted  from EQAT assets in 1997.  Other EQAT
expenses are likely to fluctuate from year to year. The management  fees are not
subject  to any  reduction  based on the  level of  portfolio  net  assets.  The
management  fees, 12b-1 fees and other expenses are expressed in the table below
as an annual percentage of each portfolio's daily average net assets:

<TABLE>
<CAPTION>
                                                                                            ESTIMATED 1997       ESTIMATED 1997
EQAT PORTFOLIO                                 1997 MANAGEMENT FEE       12B-1 FEES         OTHER EXPENSES*      TOTAL EXPENSES
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>                  <C>                  <C>  
T. Rowe Price Equity Income                           0.55%                 0.25%                0.05%                0.85%
EQ/Putnam Growth & Income Value                       0.55%                 0.25%                0.05%                0.85%
Merrill Lynch Basic Value Equity                      0.55%                 0.25%                0.05%                0.85%
MFS Research                                          0.55%                 0.25%                0.05%                0.85%
T. Rowe Price International Stock                     0.75%                 0.25%                0.20%                1.20%
Morgan Stanley Emerging Markets Equity                1.15%                 0.25%                0.35%                1.75%
Warburg Pincus Small Company Value                    0.65%                 0.25%                0.10%                1.00%
MFS Emerging Growth Companies                         0.55%                 0.25%                0.05%                0.85%
EQ/Putnam Balanced                                    0.55%                 0.25%                0.10%                0.90%
Merrill Lynch World Strategy                          0.70%                 0.25%                0.25%                1.20%
<FN>
- --------------------------------------
*  After fee waivers or assumptions by EQAT's Manager pursuant to an expense
   limitation agreement. See the attached EQAT prospectus.
</FN>
</TABLE>

VARIATIONS

o  Equitable  is  subject  to  the  insurance  laws  and  regulations  in  every
   jurisdiction in which  Survivorship  2000 is sold. As a result,  the terms of
   Survivorship  2000 may vary from  jurisdiction to jurisdiction.  The terms of
   Survivorship  2000 may also  vary  where  special  circumstances  result in a
   reduction in our costs.

ADDITIONAL INFORMATION

CANCELLATION RIGHT

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

o  Your  request to cancel the policy must be  postmarked  no later than 10 days
   after you receive the policy.

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 an
   existing life  insurance  policy,  we may  reinstate  the prior  policy.  The
   cancellation  right may vary in certain  states.  There may be income tax and
   withholding implications associated with cancellation.

                                       3
<PAGE>

DEFAULT AND TERMINATION

o  If the Net Cash Surrender Value is  insufficient to pay the policy's  monthly
   deductions  the  policy  will go into  default  unless the  operation  of the
   policy's  guaranteed  minimum death benefit  provision results in a waiver of
   the monthly deductions. In order to benefit from the guaranteed minimum death
   benefit  provision,  accumulated  premiums  you've paid at 4% interest,  less
   withdrawals  at 4% interest,  must be at least equal to a guaranteed  minimum
   death  benefit  premium  fund and any  policy  loan must not  exceed the Cash
   Surrender Value.  The guaranteed death benefit  provision is not available in
   some  jurisdictions,  including  New York and New Jersey.  If the policy goes
   into  default,  it will  terminate  without  value unless you make a required
   payment. See YOUR POLICY CAN TERMINATE in Part 2 of this prospectus.

o  You will be  notified  if a  default  occurs  and given  the  opportunity  to
   maintain  the policy in force by paying the amount  specified  in the notice.
   You may be able to restore a terminated  policy within a limited time period,
   but this  will  require  additional  evidence  of  insurability.  See YOU MAY
   RESTORE A POLICY AFTER IT TERMINATES in Part 2 of this prospectus.

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 so long as they remain in the Policy Account. Loans, partial withdrawals,
   surrender, maturity or policy termination may result in recognition of income
   for tax purposes. See TAX EFFECTS in Part 2 of this prospectus.

                           RATES OF RETURN OF THE HRT

The rates of return shown in the table below are based on the actual  investment
performance of The Hudson River Trust Portfolios  (other than the Alliance Small
Cap Growth Portfolio), after deduction for investment management fees and direct
operating  expenses of the Trust,  for periods  ending  December 31,  1996.  The
historical  performance  of the Alliance  Common Stock and Alliance Money Market
Portfolios  for periods  prior to March 22, 1985,  when these funds were managed
separate accounts and subject to a different fee structure, has been restated to
reflect the investment  management fees and estimated direct operating  expenses
that  commenced  on that date.  The  Alliance  Common  Stock  Portfolio  and its
predecessors  have been in existence since 1976. No shares of the Alliance Small
Cap Growth Portfolio were outstanding as of December 31, 1996.

The HRT yields shown below are derived from the actual rate of return of the HRT
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
Alliance Money Market  Portfolio and 30-day yield for the Alliance  Intermediate
Government Securities, Alliance Quality Bond and Alliance High Yield Portfolios.

These rates of return and yields are not  illustrative of how actual  investment
performance would 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 HRT ONLY AND DO NOT  REFLECT  THE
ADMINISTRATIVE AND COST OF INSURANCE CHARGES, SALES CHARGES, TAX CHARGES AND THE
MORTALITY AND EXPENSE RISK CHARGE  APPLICABLE UNDER A SURVIVORSHIP  2000 POLICY.
SUCH CHARGES WOULD REDUCE THE RETURNS AND YIELDS  SHOWN.  SEE  ILLUSTRATIONS  OF
SURVIVORSHIP  2000 POLICY ACCOUNT AND CASH SURRENDER  VALUES BASED ON HISTORICAL
INVESTMENT RESULTS BELOW.

<TABLE>
<CAPTION>
                                                                     RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1996
                                                          --------------------------------------------------------------------------
                                                 SEC                                                               SINCE
HRT PORTFOLIO                                  YIELDS     1 YEAR     3 YEARS    5 YEARS   10 YEARS    20 YEARS   INCEPTION(A)
- -------------                                  -------------------------------------------------------------------------------------
<S>                                             <C>        <C>        <C>        <C>                             <C>  
The Fixed Income Series:
Alliance Money Market ........................   5.18%      5.33%      5.03%      4.31%      5.90%       --       7.28%
Alliance Intermediate Government Securities ..   5.60       3.78       3.99       5.60        --         --       6.95
Alliance Quality Bond ........................   5.94       5.36       5.38        --         --         --       4.79
Alliance High Yield ..........................  10.65      22.89      12.73      14.66        --         --      11.41

The Equity Series:
Alliance Growth & Income .....................             20.09      14.00        --         --         --      12.77
Alliance Equity Index ........................             22.39        --         --         --         --      20.25
Alliance Common Stock ........................             24.28      17.22      15.72      15.83      15.49%    15.22
Alliance Global ..............................             14.60      12.74      13.50        --         --      11.70
Alliance International .......................              9.82        --         --         --         --      12.14
Alliance Aggressive Stock ....................             22.20      15.66      11.83      18.60        --      20.22

The Asset Allocation Series:
Alliance Conservative Investors ..............              5.21       6.70       7.32        --         --       9.03
Alliance Balanced ............................             11.68       7.15       6.06      10.38        --      12.05
Alliance Growth Investors ....................             12.61      11.29      10.76        --         --      15.57
<FN>
- ------------- 
(a)  The Alliance  International  Portfolio  received its initial  funding on April 3, 1995; the Alliance  Equity Index Portfolio on
     March 1, 1994; the Alliance Growth & Income and Alliance Quality Bond Portfolios on October 1, 1993; the Alliance  Intermediate
     Government  Securities  Portfolio on April 1, 1991;  the Alliance  Conservative  Investors  and the Alliance  Growth  Investors
     Portfolios on October 2, 1989; the Alliance  Global  Portfolio on August 27, 1987; the Alliance High Yield Portfolio on January
     2, 1987; the Alliance  Aggressive Stock and Alliance  Balanced  Portfolios on January 27, 1986; the predecessor of the Alliance
     Money Market Portfolio on July 13, 1981; and the predecessor of the Alliance Common Stock Portfolio on January 13, 1976.
</FN>
</TABLE>

Additional  investment  performance  information  appears  in the  attached  HRT
prospectus.

                                        4
<PAGE>

NEW PORTFOLIOS.  The EQAT portfolios and the Alliance Small Cap Growth Portfolio
of the HRT  commenced  operations  beginning May 1, 1997.  Therefore,  no actual
historical  rates of return for these  portfolios are available.  For investment
performance of public mutual funds (or combinations thereof) advised by the same
EQAT or HRT  Investment  Adviser  that  have  investment  objectives,  policies,
strategies and risks that their advisers believe to be substantially  similar to
those of corresponding portfolios of the EQAT or HRT, see the respective EQAT or
HRT prospectus, attached to this prospectus. Such results are intended to show a
potential investor the past results of a similar style of investment  management
and are not intended to be a  substitute  for actual  performance,  nor are such
results an  estimate  or  guarantee  of future  results for the EQAT or Alliance
Small Cap Growth  Portfolios.  Keep in mind that such results do not reflect the
deductions and charges under your policy,  which,  if applied,  would reduce the
returns shown.

ILLUSTRATIONS OF 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 HRT and its  predecessors  would have affected the
Cash  Surrender  Value  of  hypothetical  Survivorship  2000  policies  held for
specified  periods of time.  The table  illustrates  premiums and Cash Surrender
Values of thirteen  hypothetical  Survivorship  2000 policies,  each with a 100%
premium  allocation to a different Fund. The illustration  also assumes that the
insureds are a standard risk  55-year-old  male and a standard risk  50-year-old
female,  both  non-smokers,  and that each policy has a level death  benefit,  a
$1,000,000 face amount and a $13,580 annual premium.  The table does not reflect
any  allocation to any of the EQAT  portfolios or the Alliance  Small Cap Growth
Portfolio because those portfolios had not commenced  operations prior to May 1,
1997.

The table  assumes that each policy was purchased on the first day of a calendar
year. For Trust portfolios whose inception dates fall before June 30, the policy
is assumed to have been  purchased  at the  beginning  of, and earned the actual
return over, that entire calendar year of inception.  For Trust portfolios whose
inception dates fall after June 30, the policy is assumed to have been purchased
at the beginning of the first full calendar year of that portfolio's  operation.
The table then  illustrates  what the Cash Surrender Value would have been after
one  policy  year,  after five  policy  years,  after 10 policy  years and as of
December 31, 1996.

                                       5
<PAGE>
<TABLE>
<CAPTION>
                             ILLUSTRATIONS OF SURVIVORSHIP 2000 POLICY ACCOUNT AND CASH SURRENDER VALUES
                         BASED ON HISTORICAL INVESTMENT RESULTS, $1,000,000 OF INITIAL INSURANCE PROTECTION
                                                       AND CURRENT CHARGES(1)

                                                     MALE AGE 55 / FEMALE AGE 50
                                                         STANDARD NON-SMOKER


                                     ASSUMED POLICY              AT THE END OF                         AT THE END OF            
                                    PURCHASE DATE(2)         THE FIRST POLICY YEAR                 THE FIFTH POLICY YEAR        
                                    ------------------  --------------------------------     -----------------------------------
                                                           TOTAL       POLICY ACCOUNT            TOTAL        POLICY ACCOUNT    
                                      BEGINNING OF        PREMIUM      VALUE AND CASH           PREMIUM       VALUE AND CASH    
PORTFOLIO                                 YEAR:             PAID       SURRENDER VALUE            PAID        SURRENDER VALUE   
- ----------                          ------------------  ------------- ------------------     --------------- ------------------ 

<S>                                       <C>             <C>            <C>                    <C>           <C>    
THE FIXED INCOME SERIES:
- ------------------------
Alliance Money Market ...........         1982            $13,580        $ 9,210                $67,900       $ 69,295
Alliance Int. Gov't Securities ..         1991             13,580          9,132                 67,900         65,623
Alliance Quality Bond ...........         1994             13,580          7,606                   --             -- 
Alliance High Yield .............         1987             13,580          8,450                 67,900         71,624

THE EQUITY SERIES:
- ------------------
Alliance Growth & Income ........         1994             13,580          8,012                   --             -- 
Alliance Equity Index ...........         1994             13,580          8,215                   --             -- 
Alliance Common Stock ...........         1976             13,580          8,883                 67,900        103,137
Alliance Global .................         1988             13,580          8,997                 67,900         71,608
Alliance International ..........         1995             13,580          9,095                   --             -- 
Alliance Aggressive Stock .......         1986             13,580         11,037                 67,900         85,489

THE ASSET ALLOCATION SERIES:
- ----------------------------
Alliance Conservative Investors .         1990             13,580          8,614                 67,900         63,299
Alliance Balanced ...............         1986             13,580         10,521                 67,900         73,063
Alliance Growth Investors .......         1990             13,580          8,979                 67,900         73,021
</TABLE>

<TABLE>
<CAPTION>


                                              AT THE END OF                   FROM POLICY PURCHASE THROUGH      
                                          THE TENTH POLICY YEAR                    DECEMBER 31, 1996            
                                    -----------------------------------    -----------------------------------  
                                          TOTAL       POLICY ACCOUNT            TOTAL        POLICY ACCOUNT     
                                         PREMIUM      VALUE AND CASH           PREMIUM       VALUE AND CASH     
PORTFOLIO                                 PAID        SURRENDER VALUE            PAID       SURRENDER VALUE    
- ----------                          ---------------  ------------------    ---------------  ------------------  

<S>                                     <C>            <C>                    <C>           <C>     
THE FIXED INCOME SERIES:
- ------------------------
Alliance Money Market ...........       $135,800       $164,484               $203,700      $ 254,809
Alliance Int. Gov't Securities ..           --             --                   81,480         79,565
Alliance Quality Bond ...........           --             --                   40,740         36,291
Alliance High Yield .............        135,800        223,071                135,800        223,071

THE EQUITY SERIES:
- ------------------
Alliance Growth & Income ........           --             --                   40,740         43,619
Alliance Equity Index ...........           --             --                   40,740         47,875
Alliance Common Stock ...........        135,800        269,838                285,180      1,502,951
Alliance Global .................           --             --                  122,220        197,178
Alliance International ..........           --             --                   27,160         22,996
Alliance Aggressive Stock .......        135,800        308,124                149,380        386,778

THE ASSET ALLOCATION SERIES:
- ----------------------------
Alliance Conservative Investors .           --             --                   95,060        105,565
Alliance Balanced ...............        135,800        189,726                149,380        222,403
Alliance Growth Investors .......           --             --                   95,060        131,581
</TABLE>

THE DEATH BENEFIT GUARANTEE PREMIUM FOR THIS POLICY WOULD BE $13,580.  SEE DEATH
BENEFITS IN PART 2 OF THIS PROSPECTUS.

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

(1)  Policy values reflect all charges assessed under the policy and by the HRT,
     including an assumed charge for taxes of 2%. Current non-guaranteed charges
     have been used for the cost of insurance charges,  Premium Sales Charge and
     monthly administrative charge. Such charges may be increased in the future,
     but  will  never  exceed  the  guaranteed  maximum  charges  set  forth  in
     DEDUCTIONS  AND  CHARGES in Part 2 of this  prospectus.  If the  guaranteed
     maximum  cost of  insurance  charges,  Premium  Sales  Charge  and  monthly
     administrative charge were used, the results would be lower.

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

                                       6
<PAGE>
PART 1: DETAILED INFORMATION ABOUT EQUITABLE AND SURVIVORSHIP 2000 
        INVESTMENT CHOICES

THE COMPANY THAT ISSUES SURVIVORSHIP 2000

EQUITABLE.  Equitable,  a New York stock  life  insurance  company,  has been in
business since 1859. We are a wholly-owned subsidiary of The Equitable Companies
Incorporated  (the  Holding  Company).  The largest  shareholder  of the Holding
Company is AXA-UAP (AXA), a French insurance holding company. As of December 31,
1996, AXA beneficially  owned 63.8% of the outstanding shares of common stock of
the Holding Company (assuming conversion of the convertible preferred stock held
by AXA).  Under its  investment  arrangements  with  Equitable  and the  Holding
Company, AXA is able to exercise  significant  influence over the operations and
capital  structure  of the  Holding  Company  and  its  subsidiaries,  including
Equitable.  AXA is the holding company for an  international  group of insurance
and related financial  services  companies.  Equitable,  the Holding Company and
their subsidiaries managed approximately $239.8 billion of assets as of December
31,  1996,  including  third  party  assets  of  approximately  $184.8  billion.
Equitable's  home  office is 1290  Avenue of the  Americas,  New York,  New York
10104. We are licensed to do business in all 50 states,  Puerto Rico, the Virgin
Islands and the District of Columbia.  We maintain local offices  throughout the
United States.  At December 31, 1996, we had  approximately  $114.6 billion face
amount of variable  life  insurance in force,  as compared to $103.9  billion at
December 31, 1995.  Prior to January 1, 1997,  Survivorship  2000  policies were
issued by Equitable's wholly-owned subsidiary, Equitable Variable Life Insurance
Company (Equitable Variable). Equitable Variable was merged into Equitable as of
January 1, 1997.

THE SEPARATE ACCOUNT AND THE TRUSTS

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

Under New York law,  we own the assets of the  Separate  Account and use them to
support your policy and other variable life insurance  policies.  The portion of
the  Separate  Account's  assets  supporting  these  policies may not be used to
satisfy liabilities arising out of any other business we may conduct. This means
that the assets  supporting  Policy  Account  values  maintained in the Separate
Account are not subject to the claims of our other creditors.

The Separate Account has several Funds, each of which invests in either Class IA
shares  of a  corresponding  portfolio  of  the  HRT or  Class  IB  shares  of a
corresponding portfolio of the EQAT. You may allocate some or all premiums among
the Funds.

In addition to premiums made under the policies, we may allocate to the Separate
Account monies received under other variable life insurance policies.  Owners of
all such policies will  participate in the Separate Account in proportion to the
amounts they have in the Funds that relate to their policies. We may also retain
in the  Separate  Account  assets that are in excess of the  reserves  and other
liabilities  relating to Policy Account  values,  or we may transfer them to our
general account.

If any  changes  are made that  result in a  material  change in the  underlying
investments of a Fund,  policyowners will be notified. We may make other changes
in the policies  that do not reduce any Cash  Surrender  Value,  Death  Benefit,
Policy Account value, or other accrued rights or benefits.

THE TRUSTS

The Hudson River Trust ("HRT") and the EQ Advisors Trust ("EQAT") consist of the
investment  portfolios (listed below) in which the Funds of the Separate Account
invest according to your instructions.

<TABLE>
<CAPTION>
                       HRT PORTFOLIOS                                                      EQAT PORTFOLIOS
- -------------------------------------------------------------        -------------------------------------------------------------
<S>                              <C>                                 <C>                             <C>
Fixed Income Series:                                                 Equity Series:
o  Alliance Money Market         o  Alliance Quality Bond            o  T. Rowe Price Equity         o  Morgan Stanley
o  Alliance Intermediate         o  Alliance High Yield                 Income                          Emerging Markets

   Government Securities                                             o  EQ/Putnam Growth &              Equity (available on or
                                                                        Income Value                    about Sept. 2, 1997)

                                                                     o  Merrill Lynch                o  Warburg Pincus
Equity Series:                                                          Basic Value Equity              Small Company Value
o  Alliance Growth & Income      o  Alliance International           o  MFS Research                 o  MFS Emerging
o  Alliance Equity Index         o  Alliance Aggressive              o  T. Rowe Price                   Growth Companies
o  Alliance Common Stock            Stock                               International Stock
o  Alliance Global               o  Alliance Small Cap                  
                                    Growth

Asset Allocation Series:                                             Asset Allocation Series:
o  Alliance Conservative         o  Alliance Growth                  o  EQ/Putnam Balanced           o  Merrill Lynch
   Investors                        Investors                                                           World Strategy
o  Alliance Balanced
</TABLE>

                                       7

<PAGE>

The Trusts are open-end,  management  investment  companies registered under the
1940 Act, more commonly  called mutual funds. As a "series" type of mutual fund,
each Trust issues several  different series of stock, each of which relates to a
different portfolio of that Trust. The HRT commenced  operations in January 1976
with a predecessor of its Alliance  Common Stock  Portfolio.  The EQAT commenced
operations on May 1, 1997. The Trusts do not impose sales charges or "loads" for
buying and selling their shares.  All  dividends  and other  distributions  on a
portfolio's shares are reinvested in full and fractional shares of the portfolio
to which they relate. Each Fund invests in either Class IA or Class IB shares of
a corresponding  portfolio. HRT portfolios sell Class IA shares to the Funds and
EQAT portfolios sell Class IB shares to the Funds.

The EQAT sells its shares to  Equitable  separate  accounts in  connection  with
Equitable's  variable  life  insurance and annuity  products.  The HRT 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,  HRT'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  HRT'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  Trusts'
portfolios is so large as to materially impair the investment performance of the
portfolio or the Trust involved, we will examine other investment options.

All of the  portfolios,  except for the Morgan Stanley  Emerging  Markets Equity
Portfolio and Merrill Lynch World Strategy  Portfolio,  are diversified for 1940
Act  purposes.  The  Trustees  of the HRT or the EQAT may  establish  additional
Portfolios  at any time.  More  detailed  information  about the  Trusts,  their
investment objectives, policies,  restrictions,  risks, expenses, multiple class
distribution  systems,  the Rule 12b-1  distribution  plan  relating to Class IB
shares and all other aspects of their operations,  appears in the HRT prospectus
(beginning after this prospectus),  the EQAT prospectus (beginning after the HRT
prospectus),  or in the related Statements of Additional Information,  which are
available upon request.

THE HRT'S INVESTMENT ADVISER

The HRT is advised by Alliance  Capital  Management  L.P.  (ALLIANCE),  which is
registered with the SEC as an investment  adviser under the Investment  Advisers
Act  of  1940  (the  "Advisers  Act").   Alliance,  a  publicly-traded   limited
partnership,  is indirectly  majority-owned by Equitable.  On December 31, 1996,
Alliance was managing over $182.8 billion in assets. Alliance acts as 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,  endowments  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.

Alliance's main office is located at 1345 Avenue of the Americas,  New York, New
York 10105.

THE EQAT'S MANAGER AND INVESTMENT ADVISERS

The EQAT is managed by EQ Financial Consultants,  Inc. ("Manager").  The Manager
has overall responsibility for the general management of EQAT. The Manager is an
investment  adviser  registered  under the Advisers  Act. The Manager  currently
furnishes specialized investment advice to other clients, including individuals,
pension   and   profit-sharing   plans,   trusts,    charitable   organizations,
corporations, and other business entities. The Manager is a Delaware corporation
and an indirect, wholly-owned subsidiary of Equitable.

The Manager is  responsible  for,  among other things,  selecting the investment
advisers for EQAT's  Portfolios,  and  evaluating  and monitoring the investment
programs and results of the advisers for each EQAT Portfolio.

Each EQAT Adviser makes investment decisions on behalf of its EQAT Portfolio(s),
and  places  all  orders  for  the  purchase  and  sale of  investments  for the
Portfolio's account.

Rowe Price-Fleming  International,  Inc., T. Rowe Price Associates, Inc., Putnam
Investment Management,  Inc.,  Massachusetts  Financial Services Company, Morgan
Stanley Asset Management,  Inc., Warburg,  Pincus Counsellors,  Inc. and Merrill
Lynch Asset  Management,  L.P. serve as the  investment  advisers (each an "EQAT
Adviser"  and  together  the  "EQAT  Advisers")  to one  or  more  of  the  EQAT
portfolios. Each EQAT Adviser is a well-known investment adviser and mutual fund
manager in the U.S. and/or Europe.  Additional  information  regarding each EQAT
Adviser appears in the EQAT prospectus, attached at the end of this prospectus.

INVESTMENT  POLICIES OF THE TRUSTS'  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 portfolios are as follows:

                                        8
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO                   INVESTMENT POLICY                                          OBJECTIVE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                                        <C>
FIXED  INCOME SERIES:
DOMESTIC FIXED INCOME:
- ----------------------
ALLIANCE MONEY              Primarily   high   quality   short-term   money  market    High   level   of   current    income   while
MARKET...................   instruments.                                               preserving assets and maintaining liquidity.

ALLIANCE INTERMEDIATE       Primarily debt  securities  issued or guaranteed by the    High   current   income    consistent    with
GOVERNMENT                  U.S.  Government,  its agencies and  instrumentalities.    relative stability of principal.
SECURITIES...............   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.

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

AGGRESSIVE FIXED
INCOME:

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

T. ROWE PRICE EQUITY        Primarily    dividend    paying    common   stocks   of    Substantial    dividend   income   and   also
INCOME...................   established companies.                                     capital appreciation.

EQ/PUTNAM GROWTH &          Primarily   common  stocks  that  offer  potential  for    Capital  growth  and,  secondarily,   current
INCOME VALUE ............   capital   growth   and   may,   consistent   with   the    income.
                            Portfolio's  investment  objective,   invest  in common
                            stocks that offer  potential for current income.

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

ALLIANCE 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   and   Separate    Account   annual
                            aggregate,  approximate the performance  results of the    expenses)  that  approximates  the investment
                            Index.                                                     performance    of   the   Index    (including
                                                                                       reinvestment  of  dividends)  at a risk level
                                                                                       consistent with that of the Index.

MERRILL LYNCH BASIC         Securities,  primarily  equities,  that  the  Portfolio    Capital   appreciation   and,    secondarily,
VALUE EQUITY.............   adviser   believes  are   undervalued   and   therefore    income.
                            represent basic investment value.

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

MFS RESEARCH.............   A  substantial  portion  of assets  invested  in  common   Long-term   growth  of  capital   and  future
                            stock or  securities  convertible  into common  stock of   income.
                            companies  believed by the Portfolio  adviser to possess
                            better  than  average   prospects  for long-term growth.

INTERNATIONAL EQUITY:
- ---------------------

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

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

                                       9
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO                   INVESTMENT POLICY                                          OBJECTIVE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                                        <C>
INTERNATIONAL EQUITY: (CONT)
- ---------------------

T. ROWE PRICE              Primarily   common  stocks  of   established   non-United  Long-term growth of capital.
INTERNATIONAL STOCK......  States companies.

MORGAN STANLEY             Primarily  equity  securities of emerging  market country  Long-term capital appreciation.
EMERGING MARKETS EQUITY..  issuers  with a focus on those  in  which  the  Portfolio
                           adviser  believes the economies  are  developing strongly
                           and in which the markets are becoming more sophisticated.

AGGRESSIVE EQUITY:
- ------------------

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

WARBURG PINCUS SMALL       Primarily  a  portfolio  of  equity  securities  of small  Long-term capital appreciation.
COMPANY VALUE............  capitalization    companies   (i.e.,   companies   having
                           market  capitalizations of $1 billion or less at the time
                           of initial purchase) that the Portfolio adviser considers
                           to be relatively undervalued.

ALLIANCE SMALL CAP         Primarily  U.S.   common  stock  and  other   equity-type  Long-term growth of capital.
GROWTH...................  securities  issued by smaller  companies  with  favorable
                           growth prospects.

MFS EMERGING               Primarily   in   common   stocks   of   emerging   growth  Long-term growth of capital.
GROWTH COMPANIES.........  companies that the Portfolio  adviser  believes are early
                           in their  life  cycle but  which  have the  potential  to
                           become major enterprises.
- ------------------------------------------------------------------------------------------------------------------------------------
ASSET ALLOCATION SERIES:

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

EQ/PUTNAM BALANCED.......  A  well-diversified  portfolio  of stocks  and bonds that  Balanced investment.
                           will produce both capital growth and current income.

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

ALLIANCE GROWTH            Diversified  mix  of  publicly-traded,  fixed-income  and  High  total  return   consistent   with  the
INVESTORS................  equity  securities;  asset  mix  and  security  selection  adviser's determination of reasonable risk.
                           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.

MERRILL LYNCH WORLD        Primarily equity and fixed-income  securities,  including  High total investment return.
STRATEGY.................  convertible securities, of U. S. and foreign issuers.

</TABLE>

Because  you may invest  Policy  Account  values in the Fund  options  described
above,  Survivorship  2000 offers an opportunity for the Policy Account 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 Policy Account value may not appreciate as rapidly and indeed,
may decrease in value.

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 our insurance and annuity  guarantees,
including the Guaranteed Interest Account,  as well as our general  obligations.
The 

                                       10
<PAGE>

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
generally  subject to regulation under these Acts. 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 law relating
to the accuracy and completeness of statements made in prospectuses.

AMOUNTS IN THE GUARANTEED  INTEREST ACCOUNT.  You may accumulate  amounts in the
Guaranteed  Interest  Account by allocating net premiums and loan  repayments to
that Account,  transferring  amounts from the Funds to the  Guaranteed  Interest
Account or  earning  interest  on amounts  you  already  have 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 in
Part 2 of this prospectus.  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.

The amount you have in the Guaranteed Interest Account at any time is the sum of
all net premiums and loan  repayments  allocated to that Account,  all transfers
into that Account  (including amounts securing any policy loan or Living Benefit
payment) plus earned interest,  less amounts  transferred out or withdrawn,  and
monthly deductions allocated to, that Account.

ADDING INTEREST IN THE GUARANTEED  INTEREST ACCOUNT.  We pay a declared interest
rate on all amounts that you have in the Guaranteed  Interest Account. At policy
issuance,  and prior to each policy anniversary,  we declare the rates that will
apply to amounts in the  Guaranteed  Interest  Account for the following  policy
year.  Different  rates  may  apply  to  policies  currently  being  issued  and
previously issued policies.  These annual interest rates will never be less than
the minimum guaranteed interest rate of 4% (before deductions).  Different rates
are also paid on unloaned and loaned amounts in the Guaranteed Interest Account.
We reserve  the right to declare  higher  interest  rates for higher Face Amount
policies.  See  POLICY  LOAN  INTEREST  in  Part 2 of this  prospectus.  Amounts
securing a Living Benefit payment are considered  unloaned  amounts for purposes
of crediting interest.

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

TRANSFERS OUT OF THE GUARANTEED INTEREST ACCOUNT.  Once during each policy year,
you may request a transfer from your unloaned amount in the Guaranteed  Interest
Account to one or more of the Funds. If we receive your transfer  request within
30 days prior to 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 shown in
your  policy,  whichever  is more.  The minimum  transfer  amount is the minimum
transfer  amount  shown  in the  policy  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.

                                       11
<PAGE>


PART 2: DETAILED INFORMATION ABOUT SURVIVORSHIP 2000

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 smoker/non-smoker status of each
of the insured persons,  the initial Face Amount of the policy (the minimum Face
Amount is $200,000) and any additional benefits selected. In certain situations,
however,  no distinction is made based on the sex of either insured person.  See
COST OF INSURANCE CHARGE in Part 2 of this  prospectus.  You may choose to pay a
higher initial premium.

The  minimum  initial  premium  must be paid on or before  the date on which the
policy is delivered to you. No insurance  under your policy will take effect (a)
until a policy is delivered  and the minimum  initial  premium is paid while the
persons  proposed to be insured are 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. See POLICY PERIODS,  ANNIVERSARIES,  DATES
AND AGES in Part 2 of this prospectus.

Your first premium  payment  should be given to your agent or broker and must be
by check or money order drawn on a U.S. bank in U.S. dollars and made payable to
Equitable.  Any additional  premiums must be sent directly to our Administrative
Office. We will not accept cash payments. If you have submitted the full initial
premium with your application, we may, subject to certain conditions,  provide a
limited amount of temporary insurance on the proposed insureds. You may review a
copy of our Temporary Insurance Agreement on request.

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 the Funds 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 Information  Page of your policy
(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 in Part 2 of
this prospectus.

Until  the  Allocation  Date,  any  net  premiums  allocated  to a Fund  will be
allocated  to the Money Market Fund,  and all monthly  charges  allocable to the
Separate  Account will be deducted from the Money Market Fund. On the Allocation
Date,  amounts  in the  Money  Market  Fund  will be  allocated  to the Funds in
accordance with your policy  application.  See TRANSFERS OF POLICY ACCOUNT VALUE
in Part 2 of this prospectus and POLICY PERIODS,  ANNIVERSARIES,  DATES AND AGES
in Part 2 of this  prospectus.  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. See
TRANSFERS OF POLICY ACCOUNT VALUE in Part 2 of this prospectus.

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 after such date.

Although  premiums are flexible,  page 3 of your policy (the Policy  Information
Page) will show a "planned" periodic premium.  You determine the planned premium
(within limits set by us) when you apply for the policy.  The planned premium is
not  necessarily  designed  to equal the amount of  premium  that will keep your
policy in effect.  You may make or skip a planned premium.  We will send premium
notices if you selected annual, semi-annual or quarterly planned premiums.

The Policy Information Page will also show a "specified premium" if the policy's
guaranteed  minimum  death  benefit  provision is available in your state.  This
specified  premium  is what we refer  to in this  prospectus  as the  guaranteed
minimum death benefit premium.  We measure actual premium payments against these
hypothetical  premiums in order to  determine  whether your policy is in default
when the Net Cash Surrender  Value is insufficient to pay monthly charges in any
month. These are not required premium payments. See YOUR POLICY CAN TERMINATE in
Part 2 of this prospectus.

The guaranteed minimum death benefit premium is actuarially  determined at issue
based on the age, sex,  smoker  status and rating class of the insured  persons.
The guaranteed  minimum death benefit  premium will change if you request a Face
Amount  decrease,  add or  eliminate a rider,  or if there is a change in either
insured person's rating or smoker classification.  We reserve the right to limit
the  amount of any  premium  payments  you make  which are in  addition  to your
guaranteed minimum death benefit premium.

Generally,  premiums may be paid at any time and in any amount,  as long as each
payment is at least $100.  (Policies issued in some states or automatic  payment
plans  may  require  different  minimum  premium  payments.)  Except  for  Texas
policyowners,  this  minimum  may be  increased  if we give you 90 days  written
notice.  We may return  premium  payments if we determine  that they would cause
your  policy to become a modified  endowment  contract or to cease to qualify as
life  insurance  under Federal  income tax law. We may also make such changes to
the  policy as we deem  necessary  to  continue  to  qualify  the policy as life
insurance.  See TAX EFFECTS in Part 2 of this  prospectus  for an explanation of
modified  endowment  contracts,  the special tax consequences of such contracts,
and how your policy might become a modified endowment contract.

DEATH BENEFITS

We pay a  benefit  to the  beneficiary  of the  policy  when the last  surviving
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 unpaid policy loan, any lien securing a Living  Benefit  payment and accrued
interest.  If the last  surviving  insured  person dies during a grace period we
will also deduct any overdue monthly deductions.

                                       12
<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 variable  death benefit equal to the policy's Face Amount
   PLUS the amount in your Policy Account on the day the last surviving  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 generally 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
designed to ensure that the policy meets the provisions of Federal tax law which
require a minimum  death  benefit in  relation  to cash value for your policy to
qualify as life insurance.  We may apply a higher percentage  multiple than that
required  by  Federal  tax law.  This  means  that  when the  death  benefit  is
calculated using those higher percentage  multiples,  the benefit will be higher
than that  otherwise  necessary  to  continue  to  qualify  your  policy as life
insurance. See TAX EFFECTS in Part 2 of this prospectus. 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 last surviving  insured person dies times a percentage  based on the younger
insured  person's age (nearest  birthday) at the beginning of the policy year of
the last surviving insured person's death. The percentages  decline with age and
are shown on the Policy Information Page of your policy.

The  death  benefit  is  guaranteed  if the  amount  of  premiums  you've  paid,
accumulated at 4% interest,  less withdrawals,  also accumulated at 4% interest,
is at least equal to a guaranteed  minimum  death  benefit  premium fund and any
policy loan does not exceed the Cash Surrender  Value.  In other words,  we will
guarantee  your death benefit  coverage,  regardless of the policy's  investment
performance,  if you have paid a certain amount of premiums into your policy, as
long as you have not  withdrawn or overloaned  those  amounts.  This  guaranteed
minimum  death  benefit  provision  is  not  available  in  some  jurisdictions,
including New York and New Jersey. You should check with your Equitable agent to
determine  whether the  guaranteed  minimum  death  benefit is available in your
state.

CHANGES IN INSURANCE PROTECTION

REDUCING THE FACE AMOUNT.  You may request a Face Amount decrease  anytime after
the first policy year by sending a signed written request to our  Administrative
Office. Any change will be subject to our approval.  You may not reduce the Face
Amount  below the  minimum we  require  to issue this  policy at the time of the
reduction.  Any reduction must be at least $10,000.  Our current procedure is to
disapprove a requested decrease if it would cause a death benefit based upon the
Policy  Account  percentage  multiple to apply.  See DEATH BENEFITS in Part 2 of
this  prospectus.  See TAX  EFFECTS  in Part 2 of  this  prospectus  for the tax
consequences  of reducing the Face  Amount.  If you reduce the Face Amount while
the  Estate  Protector  rider is in effect,  the face  amount of that rider will
generally be reduced  proportionately.  See ADDITIONAL BENEFITS MAY BE AVAILABLE
in Part 2 of this  prospectus.  Monthly  deductions from your Policy Account for
the  cost of  insurance  will  generally  decrease,  beginning  on the  date the
reduction in Face Amount takes effect.

CHANGING THE DEATH BENEFIT OPTION. At any time after the first policy year while
your policy is in force, you may request a change in the death benefit option by
sending a signed written request to our  Administrative  Office. See TAX EFFECTS
in Part 2 of this  prospectus  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.

o  If you change from OPTION B TO OPTION A, the Face Amount of insurance 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 DEDUCTIONS  FROM YOUR
POLICY ACCOUNT -- COST OF INSURANCE CHARGE in Part 2 of this prospectus. If your
death  benefit is  determined  by a percentage  multiple of the Policy  Account,
however, the new Face Amount will be determined differently.

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

MATURITY BENEFITS

If  either  or both of the  insured  persons  are  still  living  on the  policy
anniversary  nearest the younger  insured  person's 100th birthday (the Maturity
Date),  we will pay you a benefit in an amount  equal to the Net Cash  Surrender
Value as of the Maturity Date,  less 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 in Part 2 of this prospectus
and YOUR PAYMENT OPTIONS in Part 3 of this prospectus.

LIVING BENEFIT OPTION

Subject to regulatory  approval in your state and our  underwriting  guidelines,
our Living Benefit rider will be included with 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 cer-

                                       13
<PAGE>

tain  riders) if the sole  surviving  insured  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,  Equitable  establishes 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 in
Part 2 of this prospectus.

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 in Part 1
of this  prospectus.  This  liened  amount  will  not be  available  for  loans,
transfers or partial  withdrawals.  Any death benefit,  maturity  benefit or Net
Cash Surrender Value payable upon policy surrender will be reduced by the amount
of the lien.

The receipt of a Living  Benefit  payment  may be able to qualify for  exclusion
from income tax. See TAX EFFECTS in Part 2 of this prospectus.  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.  These benefits are subject to our
rules.  More  details will be included in your policy if you choose any of these
benefits. The following additional benefits are currently available:

o  ESTATE  PROTECTOR  RIDER under which an additional  benefit is payable during
   the first four policy years if both insured persons die during this period. A
   monthly charge will be deducted from the Policy Account for this rider.  This
   rider may not be cancelled but will  automatically  terminate four years from
   the policy's  Register Date or the date the policy  terminates,  whichever is
   earlier.

o  OPTION TO SPLIT UPON DIVORCE RIDER permits you to split the Survivorship 2000
   policy  into two other  individual  life  insurance  policies  upon  divorce,
   without evidence of insurability.  A monthly charge will be deducted from the
   Policy Account for this rider. Certain conditions, as described in the rider,
   must be met before the rider's benefit can be exercised.

o  OPTION TO SPLIT UPON  FEDERAL TAX LAW CHANGE  RIDER also permits you to split
   the  Survivorship  2000  policy  into two  other  individual  life  insurance
   policies,  without  evidence  of  insurability,  if certain  Federal  tax law
   changes occur.  These changes are described in the rider.  There is no charge
   for this rider.

See TAX  EFFECTS  --  RIDERS  in  Part 2 of this  prospectus  for  possible  tax
consequences of splitting a Survivorship 2000 policy.

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 various Funds.  Your Policy Account also
reflects  various  charges.  See  DEDUCTIONS  AND  CHARGES  in  Part  2 of  this
prospectus.

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

HOW WE DETERMINE THE UNIT VALUE.  We determine  unit values for the Funds at the
end of each  business  day.  Generally,  a business  day is any day the New York
Stock Exchange is open for trading.

A transaction date is the day we perform automatic transactions,  such as policy
anniversary  reports  and  monthly  charge  deductions,   or  process  requested
transactions, such as remittances,  disbursements and transfers. If your request
for a policy  transaction  is not  accompanied  by  complete  information  or is
directed to the wrong address,  the transaction date will be the date we receive
such complete  information at our  administrative  office. If your request for a
policy transaction reaches our administrative  office on a day we are closed, or
after the New York Stock Exchange closes,  the transaction date will be the next
following business day.

The unit value that applies to a transaction  will be the unit value  calculated
at the close of business on the transaction date. When an automatic  transaction
is scheduled  on a  non-business  day,  the unit value  applied will be the unit
value  calculated for the next business day. 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  every  business  day as
follows:  first,  we take the net  asset  value of a share in the  corresponding
Trust portfolio at the close of business that day, as reported by the Trust, and
we add the per share amount of any dividends or capital gains distributions paid
by the Trust on that day. We divide this amount by the per share net asset value
on the preceding  business day. Then, we subtract a daily  mortality and expense
risk charge for each calendar day between  business days (for example,  a Monday
calculation  will include  charges for Saturday,  Sunday and Monday).  The daily
mortality and expense risk charge is guaranteed not to exceed the current annual
rate  of  .90%.  See  CHARGE  AGAINST  THE  SEPARATE  ACCOUNT  in Part 2 of this
prospectus. Finally, we reserve the right to subtract any daily charge for taxes
or amounts set aside as a reserve for taxes. For current  Survivorship 2000 unit
values, call (212) 314-3310.


                                       14
<PAGE>

TRANSFERS OF POLICY  ACCOUNT  VALUE.  You may request a transfer of amounts from
any Fund to any other Fund or to the Guaranteed Interest Account.  Special rules
apply to transfers out of the Guaranteed Interest Account.  See TRANSFERS OUT OF
THE GUARANTEED  INTEREST  ACCOUNT in Part 1 of this  prospectus.  You may make a
transfer by telephone or by submitting a signed written  transfer request to our
Administrative Office.  Transfer request forms are available from your Equitable
agent  or from our  Administrative  Office.  Special  rules  apply to  telephone
transfers. See TELEPHONE TRANSFERS in Part 2 of this prospectus.

The minimum  amount  which may be  transferred  on any date will be shown on the
Policy Information Page and is usually $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 amount 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
currently allocated to that 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 Alliance 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 Alliance  Money  Market Fund on the date the  Automatic
Transfer  Service is  scheduled  to begin.  You can elect up to eight  Funds for
monthly  transfers,  but the minimum amount that may be transferred to each Fund
each month is $50.

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

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 the sole  surviving
insured's 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 a transfer by telephone,  each policyowner
must first complete and return an authorization form. Authorization forms can be
obtained from your Equitable agent or our  Administrative  Office. The completed
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.  The transfer  will be processed  based on the Fund's unit value as of
the close of business on the day you call. We do not accept  telephone  transfer
requests after 4:00 P.M.  EASTERN TIME. Only one telephone  transfer  request is
permitted  per day and it may not be  revoked  at any time.  Telephone  transfer
requests are automatically recorded and are invalid if incomplete information is
given, portions of the request are inaudible,  no authorization form is on file,
or the request does not comply with the transfer limitations described 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.  You will be able to
make 12 free  transfers in any policy year,  but we will charge $25 per transfer
after the twelfth transfer. All transfers made on one transfer request form will
count as one  transfer,  and all transfers  made in one  telephone  request will
count as one transfer.  Transfers made through the Automatic Transfer Service or
on the  Allocation  Date will not count  toward the twelve  free  transfers.  No
charge will ever apply to the  transfer of all of your  amounts in the  Separate
Account to the Guaranteed Interest Account.

BORROWING FROM YOUR POLICY ACCOUNT

You may borrow up to 90% of your policy's Cash  Surrender  Value using only your
policy  as  security  for the loan.  Any new loan  must be at least the  minimum
amount shown on the Policy  Information  Page,  usually  $500. If you request an
additional loan, the additional  amount requested will be added to the amount of
any 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.

                                       15
<PAGE>

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
requested  loan you want  taken  from your  unloaned  amount  in the  Guaranteed
Interest  Account and how much you want taken from your amounts in 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 the loan,  it will be allocated
according to the  deduction  allocation  percentages  applicable  to your Policy
Account. See FLEXIBLE PREMIUMS in Part 2 of this prospectus.  If the loan cannot
be  allocated  based on these  percentages,  it will be  allocated  based on the
proportions  that your unloaned  amounts in the Guaranteed  Interest Account and
your value in each Fund bear to the unloaned value of your Policy Account.

POLICY LOAN  INTEREST.  Interest on a policy loan accrues daily at an adjustable
interest  rate. We determine the rate at the beginning of each policy year.  The
same rate applies to any outstanding  policy loan and any additional 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%.  Your
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.
Loaned  amounts will earn interest at a lower rate than the rate you are charged
for policy loan  interest.  Currently the rate we credit on loaned amounts is 1%
less  than the  rate we  charge  for  policy  loan  interest.  Beginning  in the
twenty-first  policy year, the rate we currently credit on loaned amounts is 1/2
of  1%  less  than  the  rate  we  charge  for  policy  loan  interest.  Because
Survivorship  2000 was offered for the first time in 1992,  no  reduction in the
loan spread in the  twenty-first  policy year has yet been attained.  These loan
spreads  are those  currently  in effect and are not  guaranteed.  However,  the
interest credited on loaned amounts will never be less than 4%.

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

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

REPAYING THE LOAN.  You may repay all or part of a policy loan at any time while
your policy is in force.  While you have a policy loan and your policy is not in
grace,  we assume that any money you send us is meant to repay the loan.  If you
wish to have  any of  these  payments  applied  as  premium  payments,  you must
specifically  so  indicate  in  writing at the time you make your  payment.  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 loan  originally  allocated  to that
Account has been repaid.  After you have repaid this amount,  you may choose how
you want us to allocate the balance of any additional repayments.  If you do not
provide specific instructions, repayments will be allocated on the basis of your
premium allocation percentages.

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 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 last  surviving  insured  person,  maturity or
policy surrender.  In addition,  a loan will reduce the amount available for you
to  withdraw  from your  policy.  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 the monthly  deductions.  See YOUR POLICY CAN  TERMINATE
and TAX  EFFECTS  in Part 2 of this  prospectus  for the tax  consequences  of a
policy loan.

PARTIAL WITHDRAWALS AND SURRENDER

PARTIAL WITHDRAWALS. At any time after the first policy year while either of the
insured persons is living, you may request a partial withdrawal of your Net Cash
Surrender  Value by  sending  a signed  written  request  to our  Administrative
Office.  When you make a partial  withdrawal,  an expense charge of $25 or 2% of
the amount  withdrawn,  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 Face  Amount to fall below the minimum 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.

                                       16
<PAGE>

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

THE EFFECTS OF A PARTIAL WITHDRAWAL. A partial withdrawal reduces the amount you
have  in  your  Policy  Account  and  your  Net  Cash   Surrender   Value  on  a
dollar-for-dollar  basis.  Normally,  it also  reduces  the death  benefit  on a
dollar-for-dollar  basis,  but does not affect the net amount at risk,  which is
the  difference  between the current death benefit and the amount in your Policy
Account.  If you selected death benefit Option A, the Face Amount of your policy
will  generally  be reduced so that there will be no change in the net amount at
risk. However,  under either option, if the death benefit is based on the Policy
Account percentage multiple, the reduction in death benefit would be greater and
the net amount at risk would be  reduced.  See DEATH  BENEFITS in Part 2 of this
prospectus.  The partial withdrawal and these reductions will be effective as of
the date your withdrawal request is received at our  Administrative  Office. See
TAX EFFECTS in Part 2 of this prospectus for the tax consequences of a reduction
in benefits or a partial withdrawal.

SURRENDER FOR NET CASH  SURRENDER  VALUE.  You may surrender your policy for its
Net Cash  Surrender  Value  (Policy  Account  minus  any loan and  accrued  loan
interest)  at any time while either of the insured  persons are living.  We will
deduct from the Net Cash  Surrender  Value any amount  securing a Living Benefit
payment.  You may  surrender  the  policy by sending a written  request  and the
policy to our  Administrative  Office.  We will  compute the Net Cash  Surrender
Value  as  of  the  date  we  receive   your  request  and  the  policy  at  our
Administrative Office. All insurance coverage under your policy will end on that
date. See TAX EFFECTS in Part 2 of this prospectus for the tax consequences of a
policy surrender.

DEDUCTIONS AND CHARGES

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

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

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

Premium Sales Charge. This charge is intended to compensate us in part for sales
and promotional  expenses in connection with selling  Survivorship 2000, such as
commissions,   advertising,  and  the  cost  of  preparing  and  printing  sales
literature  and  prospectuses.  We pay these  expenses  from our own  resources,
including  the Premium  Sales Charge and any profit we may earn on other charges
deducted under the policy, such as the mortality and expense risk charge.

The Premium  Sales  Charge in the first  policy year is equal to 30% of premiums
paid up to one  "target  premium,"  plus 3% of  premiums  paid in  excess of the
target premium in that year. The target premium is actuarially  determined based
upon the age,  sex and smoker  status of each of the  insured  persons.  If your
policy has a guaranteed minimum death benefit provision, a target premium equals
one guaranteed  minimum death benefit premium at issue,  excluding  premiums for
riders and substandard  ratings. The target premium is established at issue, and
will be reduced if you  request a Face  Amount  decrease or if there is a change
from smoker to  non-smoker  status of an insured  person.  See COST OF INSURANCE
CHARGE on the next page.

If you paid at least one target  premium in the first policy  year,  the Premium
Sales  Charge in each  subsequent  year is equal to 7.5% (6% for joint  insureds
whose  combined  issue ages equal 134 or more) of premiums paid up to one target
premium, plus 3% of premiums paid in excess of the target premium in each year.

If you paid less than one target  premium in the first policy year,  the Premium
Sales Charge in the second,  third and fourth  policy years is equal to 7.5% (6%
for joint insureds whose combined issue ages equal 134 or more) of premiums paid
up to the lesser of one target premium or the highest amount of premiums paid in
any  prior  year,  plus 30% on  premiums  paid in excess  of this  amount  until
premiums paid in that year equal the target premium, plus 3% of premiums paid in
excess of the target  premium in that year.  The Premium  Sales Charge in policy
years five and later is 7.5% (6% for joint  insureds  whose  combined issue ages
equal  134 or  more)  of  premiums  paid up to one  target  premium,  plus 3% of
premiums paid in excess of the target premium in each year.

Equitable  currently  intends to stop  deducting the Premium Sales Charge at the
end of the twentieth policy year. However,  this is our current intention and is
not guaranteed.

Paying less than one target  premium in each of the first four  policy  years or
paying  more than one target  premium in any policy  year  (including  the first
year) could reduce the policyowner's  total Premium Sales Charge. For an example
of the  latter,  assume  that  the  target  premium  is  $10,000  and  that  the
policyowner  would like to pay ten target  premiums in a way that does not cause
the policy to become a modified  endowment  contract.  If the  policyowner  paid
$20,000 (i.e., two times the amount of the target premium) in every other policy
year up to the ninth  policy  year,  the total  Premium  Sales  Charge  would be
$7,500.  If,  however,  the  policyowner  paid  $10,000 in each of the first ten
policy years, the total Premium Sales Charge would be $9,750.


                                       17
<PAGE>

Attempting to structure the timing and amount of premium  payments to reduce the
potential  Premium Sales Charge is not recommended as it could increase the risk
that your policy will  terminate  without value.  Remember,  a target premium is
generally  the  equivalent  of  a  guaranteed  minimum  death  benefit  premium.
Therefore,  delaying  the  payment  of  target  premiums  to later  years  could
adversely  effect the  availability  of the  guaranteed  minimum  death  benefit
provision if, as a result of the delay,  actual premium  payments were less than
the accumulation of guaranteed  minimum death benefit premiums.  If the policy's
guaranteed  minimum  death  benefit  provision is not in effect and the Net Cash
Surrender Value is insufficient to pay monthly deductions, the policy will lapse
unless a required premium payment is made. See YOUR POLICY CAN TERMINATE in Part
2 of this prospectus. In addition, any acceleration of premium payments to early
years should take into account the modified  endowment  seven-pay premium limit.
If at any time the  aggregate  premiums  paid  exceed  the  policy's  cumulative
seven-pay limit, the policy will become a modified endowment and the policyowner
may incur adverse tax consequences when  distributions are made. See TAX EFFECTS
in Part 2 of this prospectus.

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

Monthly Administrative Charges. $0.07 per $1,000 of Face Amount during the first
policy year, plus a $6 per month charge in each policy year to compensate us for
administrative  activities  in  connection  with  issuing and  maintaining  your
policy, such as billing, policy transactions and policyowner communications.  We
may increase this latter  charge,  but we guarantee that it will never exceed $8
per month. All administrative charges are designed to reimburse us for expenses,
and we do not expect to profit from them.

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  persons at that time.
The net amount at risk is the  difference  between the current death benefit and
the amount in your Policy Account. We may earn a profit from this charge.

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 monthly cost of
insurance  rates  are  determined  based  on the  sex,  age,  rating  class  and
smoker/non-smoker  status of each of the insured  persons  and the policy  year.
Lower  cost of  insurance  rates  apply  for  insured  persons  who  qualify  as
non-smokers.  To qualify,  an insured person must meet  additional  requirements
that relate to smoking habits.

There will be no  distinctions  based on sex in the cost of insurance  rates for
Survivorship 2000 policies sold in Montana and in other states for other special
circumstances. In these cases the references to sex in this prospectus should be
disregarded.  Cost of insurance rates  applicable to a policy issued with unisex
rates  would  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 with unisex rates. The
guaranteed  cost of  insurance  rates  for  Survivorship  2000 are  based on the
Commissioner's  1980  Standard  Ordinary SD Smoker and ND  Non-Smoker  Mortality
Table.  Congress and the  legislatures  of various states have from time to time
considered  legislation  that would require  insurance  rates to be the same for
males and females of the same age and rating class.

Charges For Additional  Benefits.  The charges for any  additional  benefits you
choose will be deducted  monthly.  The amount and duration of these  charges are
shown on the Policy Information Page.

Guaranteed  Minimum Death Benefit Charge.  One cent per $1,000 of Face Amount of
insurance  is  deducted  monthly  to  compensate  us for the risk we  assume  by
guaranteeing a death benefit,  no matter how unfavorable  investment  experience
may be, as long as the  accumulated  premiums  you've  paid,  less  withdrawals,
exceed a guaranteed  minimum death benefit premium fund and any policy loan does
not exceed the Cash Surrender Value. This charge will be deducted only for those
policies that contain a guaranteed minimum death benefit provision regardless of
whether the guaranteed  minimum death benefit premiums are paid. See YOUR POLICY
CAN TERMINATE in Part 2 of this prospectus. This charge will be assessed as long
as your policy remains in force.

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  persons  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.

In addition to the monthly  deductions from your Policy Account described above,
we may charge fees for certain policy transactions.  See PARTIAL WITHDRAWALS AND
SURRENDER, LIVING BENEFIT OPTION and TRANSFERS OF POLICY ACCOUNT VALUE in Part 2
of this prospectus for a description of policy  transaction  fees.  Also, if you
request more than one  illustration  in a policy year,  we may charge a fee. See
INDIVIDUAL ILLUSTRATIONS in Part 4 of this prospectus.

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 FLEXIBLE PREMIUMS in Part 2 of this prospectus. If a deduction
cannot be made in


                                       18
<PAGE>

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.

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 in
Part 2 of this prospectus.

o  A daily charge for assuming  MORTALITY  AND EXPENSE  RISKS will be made.  The
   annual rate is .90%. We are committed to fulfilling our obligations under the
   policy and providing service to you over the lifetime of your policy. Despite
   the  uncertainty of future events,  we guarantee that monthly  administrative
   and cost of  insurance  deductions  from your  Policy  Account  will never be
   greater  than the  maximum  amounts  shown in your  policy.  In  making  this
   guarantee,  we assume the mortality  risk that insured  persons will live for
   shorter  periods  than we  estimated.  When  this  happens,  we have to pay a
   greater  amount of death  benefit  than we expected to pay in relation to the
   cost of insurance  charges we received.  We also assume the expense risk that
   the cost of  issuing  and  administering  policies  will be  greater  than we
   expected.  We make a charge  for  these  mortality  and  expense  risks at an
   effective  annual  rate  applied to the value of the  assets in the  Separate
   Account  attributable to Survivorship 2000. If the amount collected from this
   charge exceeds losses from the risks assumed, it will be to our profit.

o  We reserve the right to make a charge in the future for taxes or reserves set
   aside for taxes,  which will reduce the  investment  experience of the Funds.
   See TAX EFFECTS in Part 2 of this prospectus.

CHARGES OF THE TRUSTS. The Funds purchase Class IA shares of the HRT or Class IB
shares of the  EQAT,  respectively,  at net asset  value.  That  price  reflects
investment  management fees, indirect expenses,  such as brokerage  commissions,
12b-1 distribution fee charges (for Class IB shares) and certain other operating
expenses. The Trusts do not impose a sales charge. See DEDUCTIONS AND CHARGES in
the  Summary  and THE  HRT'S  INVESTMENT  ADVISER  and THE  EQAT'S  MANAGER  AND
INVESTMENT ADVISERS in Part 1 of this prospectus.

ADDITIONAL INFORMATION ABOUT SURVIVORSHIP 2000

YOUR POLICY CAN TERMINATE.  Your insurance coverage will continue as long as the
Net Cash Surrender Value of the policy is enough to pay the monthly  deductions.
If the Net Cash Surrender  Value at the beginning of a policy month is less than
such  deductions  for that month,  your policy will go into  default  unless the
operation of the guaranteed  minimum death benefit provision results in a waiver
of the monthly deductions. The guaranteed minimum death benefit provision is not
available in some jurisdictions, including New York and New Jersey.

Under the guaranteed minimum death benefit provision,  we compare the guaranteed
minimum  death  benefit  premium  fund with the actual  premium fund in order to
determine whether your coverage remains in effect. If the actual premium fund is
equal to or greater than the guaranteed  minimum death benefit  premium fund and
any policy  loan  outstanding  does not exceed the Cash  Surrender  Value,  then
monthly  deductions in excess of the Net Cash Surrender Value will be waived for
that policy  month and the policy will not go into  default.  If there is a loan
outstanding  that  exceeds  the Cash  Surrender  Value,  the  policy  will be in
default.  The policy will also be in default if the actual  premium fund is less
than the guaranteed minimum death benefit premium fund.

The  guaranteed  minimum death benefit  premium fund for any policy month is the
accumulation  of all the "specified  premiums"  shown on the Policy  Information
Page up to that month,  at 4% interest.  The actual  premium fund for any policy
month is the accumulation of all the premiums  actually paid under the policy at
4% interest, less all withdrawals accumulated at 4% interest.

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 approximate 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,  decrease the Face Amount,  make a partial  withdrawal or
change the death benefit option.

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  and any unpaid  loan and  accrued  loan
interest. We will inform you, and any assignees,  at last known addresses,  that
your  policy  has  ended  without  value.  See  TAX  EFFECTS  in  Part 2 of this
prospectus for the potential tax consequences of a policy termination.

YOU MAY  RESTORE  A  POLICY  AFTER  IT  TERMINATES.  Subject  to  certain  state
variations,  you may restore a policy  within six months after it  terminates if
the insured persons who were living on the date the policy  terminates are still
alive,  you provide  evidence of  insurability  on those insured persons that is
satisfactory  to us, and you make the premium payment that we require to restore
the policy.  The required premium will not be more than an amount  sufficient to
cover (i) total monthly  deductions for 3 months,  calculated from the effective
date of restoration;  (ii) the monthly  administrative  charges from the date of
default to the effective date of restoration; and (iii) the charge for taxes and
the Premium Sales Charge  associated  with this payment.  We will  determine the
amount of this required premium as if no interest or investment performance were
credited to, or charged against, your Policy Account.

The policy  will be  restored  as of the  beginning  of the policy  month  which
coincides  with or follows the date we approve your  application.  Your restored
policy will not have any loan balance even if there was a loan outstanding under
the terminated policy.

From the required payment we will deduct the charge for applicable taxes and the
Premium Sales Charge.  On the effective date of restoration,  the Policy Account
will be equal to the  balance  of the  required  payment.  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

                                       19
<PAGE>

date of restoration will be deducted from the Policy Account. See TAX EFFECTS in
Part 2 of this  prospectus  for the  potential tax  consequences  of restoring a
terminated policy. Some states may vary the time period and conditions of policy
restoration.

POLICY  PERIODS,  ANNIVERSARIES,  DATES AND AGES.  When the  applications  for a
Survivorship 2000 policy are completed and submitted to us, we decide whether or
not to issue the policy.  This decision is made based on the  information in the
applications and our standards for issuing  insurance and classifying  risks. If
we decide  not to issue a policy,  we will  either  refund any  premium  paid or
reinstate a prior policy.

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,  months and  anniversaries  (annual  and  monthly).  Charges  and
deductions  under the policy are first made as of the Register  Date. As to when
coverage  under the  policy  begins,  see  FLEXIBLE  PREMIUMS  in Part 2 of this
prospectus.

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

o  If you submit at least the 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 a payment  equal to or greater than the 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. An early Register Date may
also be  permitted  to  provide  a  younger  age at  issue.  We may also  permit
policyowners to delay a Register Date (up to three months) in employer-sponsored
cases.

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  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  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 also be the date the minimum
initial premium is received at our Administrative  Office.  Remember, the amount
of your  first net  premium  to be  allocated  to the Funds  will  initially  be
allocated to the Money Market Fund of the Separate  Account until the Allocation
Date. See FLEXIBLE PREMIUMS in Part 2 of this prospectus. 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.

Generally, when we refer to the age of an 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 Survivorship  2000 policies
owned by U.S.  resident  individuals.  The tax effects on  corporate  taxpayers,
subject to the Federal  alternative  minimum tax, other non-natural persons such
as trusts,  non-U.S.  residents  or non-U.S.  citizens  may be  different.  This
discussion  is general in nature and should not be  considered  tax advice,  for
which you should consult your legal or tax adviser.

POLICY PROCEEDS.  A Survivorship 2000 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
Survivorship 2000 will meet these requirements, and that:

o  the death benefit received by the beneficiary  under your  Survivorship  2000
   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.

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.  Special tax rules may apply,  however,  if you transfer your ownership of
the policy. Consult your tax adviser before any transfer of your policy.

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
persons and for the same initial death benefit which, under specified conditions
(which  include  the absence of expense and  administrative  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

                                       20
<PAGE>

limit.  A material  change could occur as a result of a change in death  benefit
option,  the selection of additional  benefits,  the restoration of a terminated
policy and certain other changes.

If the  benefits  under your policy are reduced for  example,  by  requesting  a
decrease  in Face  Amount,  or in some  cases  by  making  partial  withdrawals,
terminating  additional  benefits  under a rider,  changing  the  death  benefit
option, or as a result of policy termination,  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  or a modified  endowment  which
terminates and is restored, will also be considered a modified endowment.

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

IF YOUR  SURVIVORSHIP  2000  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 fifteen 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 ages of the
insured  persons at the time of the  withdrawal.  If at any time your  policy is
surrendered,  the excess,  if any, of your Cash Surrender  Value (which includes
the amount of any 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.
Upon the  Maturity  Date of the policy,  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  distribution  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  during any calendar year are to
be  aggregated.  The  Secretary  of the  Treasury  has  authority  to  prescribe
additional   rules  to  prevent   avoidance   of   "income-first"   taxation  on
distributions from modified endowments.

A 10%  penalty tax will apply to the taxable  portion of a  distribution  from a
modified  endowment.  The penalty tax will not, however,  apply to distributions
(i) to  taxpayers 59 1/2 years of age or older,  (ii) in the case of  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
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 Maturity Date of
the  policy,  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  under POLICY  PROCEEDS on the  previous  page even
though  you  may be  able  to  restore  your  policy.  For  tax  purposes,  some
restorations may be treated as the purchase of a new insurance contract.

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

DIVERSIFICATION. Under Section 817(h) of the Code, the Secretary of the Treasury
has the  authority  to set  standards  for  diversification  of the  investments
underlying variable life insurance policies.  The Treasury Department has issued
final regulations regarding the diversification re-

                                       21
<PAGE>

quirements. 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 order
to avoid such occurrence.

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  divisions  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 Separate
Account would be included in your gross income for Federal  income tax purposes.
Under  current law we believe that  Equitable,  and not the owner of the policy,
would be considered the owner of the assets of the Separate Account.

RIDERS.  Certain  riders  permit  the  splitting  of a  policy  into  two  other
individual  policies  on the lives of a  husband  and  wife,  upon a divorce  or
certain  changes in the Federal estate tax law. This splitting of a policy could
have adverse tax  consequences  including but not limited to, the recognition of
taxable  income  in an  amount  up to any gain in the  policy at the time of the
split.

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 may make changes
in the policy or its riders 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 advance 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.  Among the specific tax
proposals currently under consideration by Congress is the pro rata disallowance
of a  taxpayer's  interest  expense that is  allocable  to the  unborrowed  cash
surrender value of life insurance policies. This limitation on the deductibility
of  interest  expense  would  generally  not  apply  to  natural  persons.  This
limitation  will  generally  apply to the extent an entity engaged in a trade or
business owns or is directly or indirectly  the  beneficiary of a life insurance
policy  (whether  or not the  policy is held by a natural  person),  unless  the
policy  covers an  employee,  officer or  director  of such  trade or  business.
Another  proposal  would make  changes to the federal  gift and estate tax rules
including increasing the unified credit and providing relief for farms and small
businesses. In addition, the Treasury Department may amend existing regulations,
issue new regulations,  or adopt new  interpretations of existing laws. Proposed
Treasury  Regulations  concerning  what  constitutes  reasonable  mortality  and
expense charges in testing whether a policy  qualifies as life insurance  would,
if finalized as now proposed,  provide stricter rules for policies covering more
than one life.  As  currently  drafted  the rules  would only apply to  policies
issued after the regulations  are finalized,  causing such policies to generally
provide  increased  levels of death benefits  relative to policy account values.
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 or your  beneficiary.
These laws may change from time to time without notice and, as a result, the tax
consequences 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 a
retroactive  effect regardless of the date of enactment.  We suggest you consult
your legal or tax adviser.

ESTATE AND GENERATION  SKIPPING TAXES. When the last surviving insured dies, the
death  benefit will  generally be  includable  in the  policyowner's  estate for
purposes  of  Federal  estate  tax if  the  insured  owned  the  policy.  If the
policyowner is not the insured  person,  under certain  conditions only the fair
market value of the policy would be included.  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 and gift tax
purposes.

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

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

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 of the Separate  Account for taxes. We reserve
the right to make a charge in the  future for taxes  incurred,  for  example,  a
charge  to the  Separate  Account  for  income  taxes  incurred  by us that  are
allocable to the policy.

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

WHEN WE WITHHOLD INCOME TAXES.  Generally,  unless you provide us with a written
election to the  contrary  before we make the  distribution,  we are required to
withhold  income tax from any portion of the money you receive if the withdrawal
of money from your  Policy  Account or the  surrender  or the  maturity  of your
policy is a taxable transaction.  If you do not wish us to withhold tax from the
payment, or if enough is not withheld,  you may have to make tax payments 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.

                                       22
<PAGE>

PART 3: ADDITIONAL INFORMATION

YOUR VOTING PRIVILEGES

TRUST  VOTING  PRIVILEGES.  As  explained in Part 1, we invest the assets in the
Funds in Class IA or Class IB shares of the corresponding  portfolios of the HRT
or the EQAT,  respectively.  Equitable  is the legal owner of the shares of each
Trust and will attend, and has the right to vote at, any meeting of the HRT's or
EQAT's shareholders. Among other things, we may vote on any matters described in
either  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 HRT or EQAT
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 HRT or
EQAT  shares  that we are  entitled  to vote  directly  due to  amounts  we have
accumulated in the Funds in the same  proportions  that all  policyowners  vote,
including  those who  participate  in other  separate  accounts.  If the Federal
securities laws or regulations or  interpretations of them change so that we are
permitted  to vote  shares  of the HRT or EQAT 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 HRT or EQAT  portfolios  corresponding  to the Funds to
which your Policy Account is allocated. The number of HRT or EQAT 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  portfolio as of the record date set by either HRT's
or EQAT's Board for its  respective  shareholders  meeting.  The record date for
this purpose must be at least 10 and no more than 90 days before the  particular
shareholder meeting. Fractional shares are counted.

If you are  entitled  to give us  voting  instructions,  we will  send you proxy
material  and a form  for  providing  instructions.  In  certain  cases,  we may
disregard  instructions  relating  to  changes in a  portfolio's  adviser or its
investment  policies.  We will advise you if we do and detail the reasons in the
next semi-annual 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
   Survivorship 2000 from one Fund and put them into another;

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

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

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

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

If any  changes  are made that  result in a  material  change in the  underlying
investments  of a Fund,  you will be notified  as  required by law. We may,  for
example,  cause the Fund to invest in a mutual fund other  than,  or in addition
to, the Trusts. If you then wish to transfer the amount you have in that Fund to
another  Fund 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,  Cash Surrender
Value and policy loan.  Notices will be sent to you to confirm premium  payments
(except premiums paid through an automated  payment plan),  transfers of amounts
between Funds 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
   lifetimes of both insured persons, for two years from the date the policy was
   issued.

o  We cannot challenge any policy change that requires  evidence of insurability
   or any  restoration of the policy after the change or restoration has been in
   effect for two years during the lifetime of any insured  person living at the
   time the change or restoration takes effect.

                                       23
<PAGE>

If the last surviving  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.  Some states may require  that we measure  these times in
some  other  way.  If an  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 that  insured  person's
correct age and sex.

If the last surviving  insured person commits suicide within two years after the
date on which the policy was issued or following a policy change that  increases
the death benefit, the death benefit will be limited as described in the policy.
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 last surviving  insured person dies, the beneficiary  will be
paid through the Equitable  Access  Account(TM). The Equitable Access Account is
not available to corporate or other non-natural  beneficiaries.  See WHEN WE PAY
POLICY  PROCEEDS,  below.  The  beneficiary  will then have a choice of  payment
options.  However,  if you do make an arrangement with us for how the money will
be paid,  the  beneficiary  cannot  change the choice  after the last  surviving
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.  While either or both of the
insured  persons are living,  you may change the  beneficiary  by writing to our
Administrative Office. You can name more than one beneficiary. Beneficiaries may
be classed as primary and contingent beneficiaries. When two or more persons are
named in a class  they  will  share  equally  unless  you have  specified  their
respective  shares.  If no beneficiary is living when the last surviving insured
person  dies,  we will pay the death  benefit  in equal  shares to such  insured
person's surviving children. If there are no surviving children, we will pay the
death benefit to that 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.  If you do, a copy
of the assignment  must be forwarded to our  Administrative  Office.  We are not
responsible for any payment we make or any action 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  last  surviving  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 Net Cash  Surrender  Value  withdrawal  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.

                                       24
<PAGE>

REGULATION

We are regulated and supervised by the New York State Insurance  Department.  In
addition,  we are  subject  to the  insurance  laws  and  regulations  in  every
jurisdiction  where  we  sell  policies.  As a  result,  the  provisions  of the
Survivorship 2000 policy may vary somewhat from jurisdiction to jurisdiction.

The Survivorship  2000 policy (Plan No. 92-500) has been filed with and approved
by insurance  officials  in 50 states,  Puerto Rico and the Virgin  Islands.  No
Survivorship  2000 policy is available  in the  District of Columbia.  We submit
annual reports on our operations and finances to insurance  officials in all the
jurisdictions  where  we  sell  policies.  The  officials  are  responsible  for
reviewing our reports to be sure that we are financially sound.

SPECIAL CIRCUMSTANCES

Equitable  may vary the  charges  and other  terms of  Survivorship  2000  where
special  circumstances  result in sales or administrative  expenses or mortality
risks that are different than those normally  associated with  Survivorship 2000
policies.  These  variations  will be made only in accordance with uniform rules
that we establish.

DISTRIBUTION

EQ Financial Consultants, Inc. (EQF) is the principal underwriter of the HRT and
one of the principal  underwriters  of EQAT,  and is also a  distributor  of our
variable  life  insurance  policies  and  variable  annuity  contracts.  EQF  is
registered with the SEC as an investment  adviser under the Investment  Advisers
Act of 1940  and also is the  Manager  of the  EQAT.  EQF's  principal  business
address is 1755 Broadway,  New York, NY 10019. EQF is registered with the SEC as
a  broker-dealer  under the Securities  Exchange Act of 1934 (1934 Act) and is a
member of the National Association of Securities Dealers, Inc. In 1995 and 1996,
Equitable  Variable  paid EQF a fee of  $325,380  annually  for its  services as
distributor of its policies.

We sell  our  policies  through  agents  who are  licensed  by  state  insurance
officials to sell our variable life policies.  These agents are also  registered
representatives of EQ Financial Consultants. The agent who sells you this policy
receives sales  commissions  from  Equitable.  We pay  commissions  from our own
resources,  including  the Premium  Sales  Charge  deducted  from your  premium.
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 4% 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 4% of the  premiums  paid up to a
certain amount; and, for years eleven and later, the agent receives an amount up
to 3% of the premiums  paid.  Agents with  limited  years of service may be paid
differently.  Commissions  paid to agents  based upon  refunded  premiums may be
recovered.

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

LEGAL PROCEEDINGS

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

ACCOUNTING AND ACTUARIAL EXPERTS

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

The financial  statements of Equitable  contained in this  prospectus  should be
considered only as bearing upon the ability of Equitable to meet its obligations
under the Survivorship  2000 policies.  They should not be considered as bearing
upon the  investment  experience  of the  Funds  of the  Separate  Account.  The
financial  statements  of  Separate  Account FP include  periods  when  Separate
Account  FP was  part  of  Equitable  Variable,  a  wholly-owned  subsidiary  of
Equitable.  The assets of  Separate  Account FP were  assumed  by  Equitable  on
January 1, 1997 when Equitable Variable was merged into Equitable.

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

ADDITIONAL INFORMATION

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

                                       25
<PAGE>

MANAGEMENT

Here is a list of our  directors  and,  to the extent they are  responsible  for
variable life insurance operations, our principal officers and a brief statement
of their business  experience for the past five years.  Unless  otherwise noted,
their address is 1290 Avenue of the Americas, New York, New York 10104.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                               
Claude Bebear                           Director of Equitable  since July 1991.  Chairman  of the  Board  of  the   Holding  Company
AXA-UAP                                 (February 1996 -- present) and a Director of other affiliates of Equitable.  Chairman of the
23, Avenue Matignon                     Executive  Board  of AXA-UAP  ("AXA-UAP")  since January  1997.   Prior   thereto,   he  was
75008 Paris, France                     Chairman  and  Chief  Executive  Officer of  AXA  S.A.  Chief   Executive   Officer  of  the
                                        AXA-UAP   Group  (formerly   known as the AXA Group) since 1974  and Chairman or Director of
                                        numerous subsidiaries  and affiliated  companies  of  the  AXA-UAP Group.                  
- ------------------------------------------------------------------------------------------------------------------------------------
Christopher J Brocksom                  Director of  Equitable since July  1992. Retired  Chief Executive Officer, AXA  Equity & Law
Elbury 9                                Life Assurance Society PLC ("AXA  Equity & Law") and  various directorships and officerships
Weedon Lane                             with AXA Equity & Law affiliated companies.
Buckinghamshire
HP6505
England
- ------------------------------------------------------------------------------------------------------------------------------------
Francoise Colloc'h                      Director of Equitable since July 1992. Senior Executive  Vice  President Human Resources and
AXA-UAP                                 Communications of AXA-UAP, and various positions with AXA-UAP affiliated companies. Director
23, Avenue Matignon                     of the Holding Company.
75008 Paris, France
- ------------------------------------------------------------------------------------------------------------------------------------
Henri de Castries                       Director of  Equitable since September 1993. Vice  Chairman  of the  Board  of  the  Holding
AXA-UAP                                 Company since  February 1996. Senior Executive Vice  President  Financial  Services and Life
23, Avenue Matignon                     Insurance  Activities  of  AXA-UAP  since  1996.    Also   Director  or Officer  of  various
75008 Paris, France                     subsidiaries and   affiliates  of  the  AXA-UAP   Group.   Director of the  Holding  Company
                                        and  of  other Equitable  affiliates.  Previously held officerships with the AXA Group.  
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph L. Dionne                        Director of   Equitable since May  1982. Chairman  (since April 1988)  and  Chief  Executive
The McGraw-Hill Companies               Officer (since April 1983) of The McGraw-Hill Companies. Director of the Holding Company.
1221 Avenue of the Americas
New York, NY 10020
- ------------------------------------------------------------------------------------------------------------------------------------
William T. Esrey                        Director of  Equitable  since July 1986. Chairman  (since  April  1990) and Chief  Executive
Sprint Corporation                      Officer (since 1985) of Sprint Corporation.  Director of the Holding Company.
P.O. Box 11315
Kansas City, MO 64112
- ------------------------------------------------------------------------------------------------------------------------------------
Jean-Rene Fourtou                       Director of Equitable since July 1992.  Chairman and Chief Executive  Officer, Rhone-Poulenc
Rhone-Poulenc S.A.                      S.A.  since  1986.  Member of the  Supervisory  Board of  AXA-UAP.  Director of the  Holding
25, Quai Paul Doumer                    Company.
92408 Courbevoie Cedex
France
- ------------------------------------------------------------------------------------------------------------------------------------
Norman C. Francis                       Director of Equitable since March 1989.  President, Xavier University of Louisiana.
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA  70125
- ------------------------------------------------------------------------------------------------------------------------------------
Donald J. Greene                        Director of Equitable since July 1991.  Partner,  LeBoeuf, Lamb, Greene & MacRae since 1965.
LeBouef, Lamb, Greene & MacRae          Director of the Holding Company.
125 West 55th Street
New York, NY  10019-4513
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                     
John T. Hartley                         Director of Equitable  since August 1987.  Retired  Chairman and Chief  Executive Officer of
Harris Corporation                      Harris Corporation (retired since July 1995); previously held other officerships with Harris
1025 NASA Boulevard                     Corporation.  Director of Harris Corporation and The McGraw-Hill Companies.  Director of the
Melbourne, FL  32919                    Holding Company.
- ------------------------------------------------------------------------------------------------------------------------------------
John H.F. Haskell, Jr.                  Director of Equitable since July 1992.  Managing  Director of Dillon, Read & Co., Inc. since
Dillon, Read & Co., Inc.                1975 and member of its Board of Directors. Director of Kaydon  Corporation.  Director of the
535 Madison Avenue                      Holding Company.
New York, NY  10022
- ------------------------------------------------------------------------------------------------------------------------------------
Mary R. (Nina) Henderson                Director of Equitable since December 1996.  President of CPC Specialty  Markets Group of CPC
CPC Specialty Markets Group             International, Inc. since 1993. Prior thereto,  President of CPC Specialty Products and Best
700 Sylvan Avenue                       Foods Exports. Director of Hunt Manufacturing Company.  Director of the Holding Company
Englewood Cliffs, NJ 07632
- ------------------------------------------------------------------------------------------------------------------------------------
W. Edwin Jarmain                        Director of Equitable  since July 1992.  President of Jarmain Group Inc. since 1979; also an
Jarmain Group Inc.                      Officer  or  Director  of  several  affiliated  companies.   Chairman  and  Director of  FCA
121 King Street West                    International  Ltd.  Director of various AXA  affiliated  companies.  Previously  held other
Suite 2525, Box 36                      officerships with FCA International. Director of the Holding Company.
Toronto, Ontario M5H 3T9,
Canada
- ------------------------------------------------------------------------------------------------------------------------------------
G. Donald Johnston, Jr.                 Director of Equitable since January 1986. Retired Chairman and Chief Executive  Officer, JWT
184-400 Ocean Road                      Group, Inc. and J. Walter Thompson Company.
John's Island
Vero Beach, FL  32963
- ------------------------------------------------------------------------------------------------------------------------------------
Winthrop Knowlton                       Director of Equitable since October 1973.  Chairman of the Board of Knowlton  Brothers, Inc.
Knowlton Brothers, Inc.                 since May 1989; also President of Knowlton  Associates,  Inc. since September 1987; Director
530 Fifth Avenue                        of Bethlehem  Steel  Corporation,  Infosys,  Inc. and Audible,  Inc. Director of the Holding
New York, NY  10036                     Company.
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur L. Liman                         Director of Equitable since March 1984.  Partner,  Paul, Weiss,  Rifkind, Wharton & Garrison
Paul, Weiss, Rifkind,                   since 1966. Director of the Holding Company.
Wharton and Garrison
1285 Avenue of the Americas
New York, NY  10019
- ------------------------------------------------------------------------------------------------------------------------------------
George T. Lowy                          Director of Equitable since July 1992.  Partner, Cravath, Swaine & Moore since 1965.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY  10019
- ------------------------------------------------------------------------------------------------------------------------------------
Didier Pineau-Valencienne               Director of  Equitable  since  February  1996.  Chairman  and  Chief  Executive  Officer  of
Schneider S.A.                          Schneider S.A. since 1981 and Chairman or Director of numerous  subsidiaries  and affiliated
64/70, Avenue Jean-Baptiste Clement     companies of Schneider.  Member,  Supervisory  Board of AXA-UAP since  January  1997,  prior
92646 Boulogne-Billancourt Cedex        thereto, Director.  Director of the Holding Company.
France
- ------------------------------------------------------------------------------------------------------------------------------------
George J. Sella, Jr.                    Director  of  Equitable  since May 1987.  Retired  Chairman  and Chief Executive  Officer of
P.O. Box 397                            American  Cyanamid  Company  (until  April 1993);  previously  held other officerships  with
Newton, NJ  07860                       American Cyanamid. Director of the Holding Company.
- ------------------------------------------------------------------------------------------------------------------------------------
Dave H. Williams                        Director of  Equitable since March 1991.  Chairman and Chief  Executive  Officer of Alliance
Alliance Capital Management             since 1977 and Chairman or Director of numerous  subsidiaries  and  affiliated  companies of
Corporation                             Alliance.  Director of the Holding Company.
1345 Avenue of the Americas
New York, NY  10105
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       27
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS and DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
William  T. McCaffrey                   Director,  Senior  Executive  Vice President and Chief  Operating  Officer of Equitable (all
                                        since  February  1996).  Executive Vice  President and Chief  Administrative  Officer (since
                                        February 1994) of the Holding Company.  Director of various Equitable affiliated  companies.
                                        Previously held other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph J. Melone                        Chairman, Chief Executive Officer and President of Equitable. Chief Executive Officer of the
                                        Holding  Company since February 1996 and Director and President of the Holding Company since
                                        May 1992. Director of various Equitable and AXA-UAP affiliated  companies.  Director, Foster
                                        Wheeler Corp. and AT&T Capital Corporation.
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS
- ------------------------------------------------------------------------------------------------------------------------------------
A. Frank Beaz                           Senior Vice President,  Equitable.  Executive Vice President, EQ Financial Consultants, Inc.
                                        ("EQF") (since May 1995). Director, Equitable Realty Assets Corporation since December 1996.
                                        Previously held other  officerships with Equitable.
- ------------------------------------------------------------------------------------------------------------------------------------
Leon B. Billis                          Senior Vice President,  Equitable.  Director, J.M.R. Realty Services, Inc. since March 1995.
                                        Previously held other officerships with Equitable.
- ------------------------------------------------------------------------------------------------------------------------------------
Harvey Blitz                            Senior Vice President and Deputy Chief Financial Officer,  Equitable. Senior Vice President,
                                        the Holding  Company;  Vice President and Director,  EQ Advisors  Trust (EQAT);  Chairman of
                                        Frontier Trust Company and Director of various Equitable  affiliated  companies.  Previously
                                        held other officerships with  Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Kevin R. Byrne                          Vice President and Treasurer, Equitable and the Holding Company;  Treasurer,  EquiSource and
                                        Frontier Trust Company.  Vice President and Treasurer, Equitable  Casualty Insurance Company
                                        and EQAT. Previously held other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Alvin H. Fenichel                       Senior Vice President and  Controller, Equitable and the Holding  Company.  Previously  held
                                        other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Paul J. Flora                           Senior Vice President and Auditor,  Equitable.  Vice President and Auditor, Holding  Company
                                        (since September 1994). Vice  President/Auditor, National Westminster Bank (November 1984 to
                                        June 1993).
- ------------------------------------------------------------------------------------------------------------------------------------
Robert E. Garber                        Executive Vice President and General Counsel, Equitable and the Holding Company.  Previously
                                        held other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Donald R. Kaplan                        Vice President and Chief Compliance Officer,  Equitable.  Previously held other officerships
                                        with Equitable.
- ------------------------------------------------------------------------------------------------------------------------------------
Michael S. Martin                       Senior Vice President, Equitable. Chairman and Chief Executive Officer, EQF. Vice President,
                                        EQAT and HRT. Director, Equitable  Underwriting and Sales Agency (Bahamas),  Ltd. (since May
                                        1996) and the Equitable of Colorado, Inc.  (since  January  1995).  Vice  President,  Hudson
                                        River Trust. Previously held other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Peter D. Noris                          Executive Vice President and Chief Investment  Officer,  Equitable. Executive Vice President
                                        (since May 1995) and Chief  Investment  Officer  (since  July  1995), the  Holding  Company.
                                        Trustee,  HRT and  President  and Trustee,  EQAT.  Director of Alliance and  Equitable  Real
                                        Estate. Executive Vice President, EQF. Prior to May 1995, Vice President/Manager,  Insurance
                                        Companies Investment  Strategies Group, Salomon Brothers,  Inc. Prior to November 1992, with
                                        Morgan Stanley & Co., Inc., as Principal, Fixed Income Insurance Group.
- ------------------------------------------------------------------------------------------------------------------------------------
Anthony C. Pasquale                     Senior Vice President,  Equitable. Director of Equitable Agri-Business, Inc. Previously held
                                        other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       28
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

OTHER OFFICERS (continued)

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                    
Michael J. Rich                         Senior Vice President,  Equitable.  Prior to October 1994,  Vice President of  Underwriting,
                                        John Hancock Mutual Life Insurance Co.
- ------------------------------------------------------------------------------------------------------------------------------------
Pauline Sherman                         Vice President,  Secretary and Associate General Counsel, Equitable and the Holding Company,
                                        and since September 1995. Previously held other officerships with Equitable.
- ------------------------------------------------------------------------------------------------------------------------------------
Samuel B. Shlesinger                    Senior Vice  President  and  Actuary,  Equitable.  Director,  Chairman  and Chief  Executive
                                        Officer, The  Equitable  of  Colorado,  Inc.  since  1985.  Vice  President,  HRT and  EQAT.
                                        Previously held other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Jose S. Suquet                          Executive  Vice  President  nd Chief Agency  Officer,  Equitable,  since August 1994.  Prior
                                        thereto, with Equitable as Sales/Agency Manager.
- ------------------------------------------------------------------------------------------------------------------------------------
Stanley B. Tulin                        Senior  Executive Vice President and Chief Financial  Officer,  Equitable  since April 1996.
                                        Executive  Vice  President,  the  Holding Company.  Vice  President,  EQAT.  Prior  thereto,
                                        Chairman, Insurance Consulting and Actuarial Practice, Coopers & Lybrand.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       29
<PAGE>

PART 4: ILLUSTRATIONS OF POLICY BENEFITS

To help clarify how the key  financial  elements of the policy work, a series of
tables  has been  prepared.  The  tables  show how the death  benefits  and Cash
Surrender  Values ("policy  benefits")  under a hypothetical  Survivorship  2000
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  policy  benefits will differ from those shown in
the tables if the annual investment  returns AVERAGE 0%, 6% or 12% over a period
of years but go above or below those figures in individual policy years.  Actual
policy benefits will also differ,  depending on your premium allocations to each
Fund,  if the overall  actual  rates of return  averaged 0%, 6% or 12%, but went
above or below those figures for the individual investment Funds. The tables are
for a  standard  risk  male  non-smoker,  age 55,  and a  standard  risk  female
non-smoker,  age 50.  Planned  premiums of $13,580 for an initial Face Amount of
$1,000,000 are assumed to be paid at the beginning of each policy year.

The tables  illustrate  cost of  insurance  and  expense  charges  (policy  cost
factors) at both the current  rates and at the maximum  rates  guaranteed in the
policy.  Beginning  in policy  year  twenty,  the  current  charges  reflect the
termination of the Premium Sales Charge, which is not guaranteed. See DEDUCTIONS
FROM YOUR  PREMIUMS in Part 2 of this  prospectus.  The tables also assume daily
charges  against the Separate  Account  Funds of .90% for  mortality and expense
risks, .59% for investment  management (the average of the advisory fees payable
with respect to each HRT portfolio  except  Alliance Small Cap Growth  portfolio
during 1996 based on assets as of December 31, 1996, restated to reflect certain
changes effective May 1, 1997 in the investment  advisory  agreement between HRT
and its Investment Adviser,  and the maximum advisory fee for the Alliance Small
Cap  Growth  and EQAT  portfolios)  and  .04%  for  other  Trust  expenses.  The
assumption  for other Trust  expenses  equals the  weighted  average of restated
other  expenses of the HRT  portfolios  based on assets as of December 31, 1996,
and estimates of the annual direct expenses  expected to be paid by EQAT and the
Alliance Small Cap Growth  portfolio  during 1997  (including any 12b-1 fees, if
applicable).  The  effect  of these  adjustments  is that on a 0% gross  rate of
return the net rate of return  would be  -1.53%,  on 6% it would be 4.38% and on
12% it would be 10.29%.  Remember,  however, that investment management fees and
other Trust expenses vary by portfolio. See THE HRT'S INVESTMENT ADVISER and THE
EQAT'S MANAGER AND INVESTMENT ADVISERS in Part 1 of this prospectus.

The tables assume first year monthly  administrative charges of $0.07 per $1,000
of Face Amount and $6 per month, and a charge for taxes of 2% of premiums. There
are tables for both death benefit  Option A and death benefit  Option B and each
option is  illustrated  using current and  guaranteed  policy cost factors.  The
current tables assume that the monthly administrative charge remains constant at
$6 after the first policy year. The  guaranteed  tables assume that this monthly
charge is $8. The tables  reflect the fact that no charge is currently  made for
Federal taxes. If a charge is made for those taxes in the future, it will take a
higher rate of return to produce after-tax returns of 0%, 6% or 12%.

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 columns show that if a policy is surrendered in its very early years,  the
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 the age and sex of the proposed insured persons,  standard
risk  assumptions and an initial Face Amount and planned premium of your choice.
If you  purchase  a policy,  we will,  on  request,  deliver  an  individualized
illustration  reflecting  the  planned  premium  you have chosen and the insured
persons' actual risk classes.  Upon request after issuance, we will also provide
a comparable  illustration  reflecting your actual Net Cash Surrender  Value. If
you request  illustrations  more than once in any policy year, we may charge for
the illustration.

                                       30
<PAGE>
<TABLE>
<CAPTION>
                                                          SURVIVORSHIP 2000

                                      THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                     FLEXIBLE PREMIUM JOINT SURVIVORSHIP VARIABLE LIFE INSURANCE
PLANNED PREMIUM $13,580                                                                              INITIAL FACE AMOUNT $1,000,000
                                                      MALE AGE 55/FEMALE AGE 50
                                                             NON-SMOKER                                      DEATH BENEFIT OPTION A
                                                      ASSUMING CURRENT CHARGES

                                                                                                                                   
                                             DEATH BENEFIT(2)                                    CASH SURRENDER VALUE(2)           
                                       ASSUMING HYPOTHETICAL GROSS                             ASSUMING HYPOTHETICAL GROSS         
END OF                                  ANNUAL INVESTMENT RETURN OF                             ANNUAL INVESTMENT RETURN OF
POLICY     ACCUMULATED       -------------------------------------------------         --------------------------------------------
 YEAR      PREMIUMS(1)            0%               6%                12%                    0%            6%             12%       
 ----      -----------       --------------  ----------------   --------------         -------------  ------------  ---------------
<S>         <C>                <C>              <C>               <C>                    <C>            <C>            <C> 
   1        $ 14,259           $1,000,000       $1,000,000        $1,000,000             $  8,048       $  8,561       $    9,073  
   2          29,231            1,000,000        1,000,000         1,000,000               19,766         21,494           23,283  
   3          44,951            1,000,000        1,000,000         1,000,000               31,242         34,930           38,890  
   4          61,458            1,000,000        1,000,000         1,000,000               42,470         48,880           56,026  
   5          78,790            1,000,000        1,000,000         1,000,000               53,446         63,360           74,844  
                        
   6          96,988            1,000,000        1,000,000         1,000,000               64,181         78,401           95,526  
   7         116,097            1,000,000        1,000,000         1,000,000               74,655         94,004          118,240  
   8         136,161            1,000,000        1,000,000         1,000,000               84,853        110,177          143,184  
   9         157,228            1,000,000        1,000,000         1,000,000               94,762        126,931          170,575  
  10         179,348            1,000,000        1,000,000         1,000,000              104,374        144,280          200,660  
                        
  15         307,689            1,000,000        1,000,000         1,146,564              147,069        240,033          401,598  
                        
  20         471,487            1,000,000        1,000,000         1,723,293              179,463        352,555          717,740  
                        
  25         680,541            1,000,000        1,000,000         2,447,447              198,281        486,920        1,205,639  
                                
<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                  INTERNAL RATE OF RETURN                         INTERNAL RATE OF RETURN
                 ON CASH SURRENDER VALUES                             ON DEATH BENEFIT
                ASSUMING HYPOTHETICAL GROSS                     ASSUMING HYPOTHETICAL GROSS
END OF           ANNUAL RATE OF RETURN OF                         ANNUAL RATE OF RETURN OF
POLICY     --------------------------------------       ---------------------------------------------
 YEAR          0%           6%           12%                  0%             6%             12%
 ----      -----------  ------------  -----------       --------------  -------------  --------------
<S>          <C>          <C>           <C>               <C>             <C>            <C>      
   1         -40.73%      -36.96%       -33.19%           7,263.76%       7,263.76%      7,263.76%
   2         -19.41       -14.62         -9.84              709.58          709.58         709.58
   3         -12.70        -7.50         -2.31              281.01          281.01         281.01
   4          -9.61        -4.18          1.24              161.03          161.03         161.03
   5          -7.88        -2.30          3.26              108.39          108.39         108.39
           
   6          -6.78        -1.10          4.56               79.68           79.68          79.68
   7          -6.04        -0.28          5.46               61.90           61.90          61.90
   8          -5.52         0.31          6.11               49.92           49.92          49.92
   9          -5.14         0.76          6.60               41.37           41.37          41.37
  10          -4.85         1.10          6.99               34.99           34.99          34.99
           
  15          -4.19         2.02          8.10               18.25           18.25          19.74
           
  20          -4.14         2.42          8.56               11.26           11.26          15.58
           
  25          -4.44         2.67          8.75                7.55            7.55          13.15
           
<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>

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

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

                                       31

<PAGE>
<TABLE>
<CAPTION>
                                                          SURVIVORSHIP 2000

                                      THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                     FLEXIBLE PREMIUM JOINT SURVIVORSHIP VARIABLE LIFE INSURANCE
PLANNED PREMIUM $13,580                                                                              INITIAL FACE AMOUNT $1,000,000
                                                      MALE AGE 55/FEMALE AGE 50
                                                             NON-SMOKER                                      DEATH BENEFIT OPTION A
                                                     ASSUMING GUARANTEED CHARGES

                                                                                                                                   
                                             DEATH BENEFIT(2)                                    CASH SURRENDER VALUE(2)           
                                       ASSUMING HYPOTHETICAL GROSS                             ASSUMING HYPOTHETICAL GROSS         
END OF                                  ANNUAL INVESTMENT RETURN OF                             ANNUAL INVESTMENT RETURN OF   
POLICY     ACCUMULATED       -------------------------------------------------         --------------------------------------------
 YEAR      PREMIUMS(1)            0%               6%                12%                    0%            6%             12%       
 ----      -----------       --------------  ----------------   --------------         -------------  ------------  ---------------
<S>         <C>                <C>              <C>               <C>                    <C>            <C>            <C> 
   1        $ 14,259           $1,000,000       $1,000,000        $1,000,000             $  8,038       $  8,549       $    9,062 
   2          29,231            1,000,000        1,000,000         1,000,000               19,697         21,422           23,209 
   3          44,951            1,000,000        1,000,000         1,000,000               31,088         34,766           38,716 
   4          61,458            1,000,000        1,000,000         1,000,000               42,195         48,582           55,705 
   5          78,790            1,000,000        1,000,000         1,000,000               53,000         62,870           74,306 
                                                                
   6          96,988            1,000,000        1,000,000         1,000,000               63,480         77,622           94,660 
   7         116,097            1,000,000        1,000,000         1,000,000               73,611         92,833          116,924 
   8         136,161            1,000,000        1,000,000         1,000,000               83,365        108,490          141,268 
   9         157,228            1,000,000        1,000,000         1,000,000               92,710        124,582          167,880 
  10         179,348            1,000,000        1,000,000         1,000,000              101,607        141,086          196,965 
                                                                
  15         307,689            1,000,000        1,000,000         1,107,426              137,193        228,382          387,890 
                                                                
  20         471,487            1,000,000        1,000,000         1,604,920              147,712        316,241          668,438 
                                                                
  25         680,541            1,000,000        1,000,000         2,116,774              107,283        387,407        1,042,746 
                                                              
<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                  INTERNAL RATE OF RETURN                         INTERNAL RATE OF RETURN
                 ON CASH SURRENDER VALUES                             ON DEATH BENEFIT
                ASSUMING HYPOTHETICAL GROSS                     ASSUMING HYPOTHETICAL GROSS
END OF           ANNUAL RATE OF RETURN OF                         ANNUAL RATE OF RETURN OF
POLICY     --------------------------------------       ---------------------------------------------
 YEAR          0%           6%           12%                  0%             6%             12%
 ----      -----------  ------------  -----------       --------------  -------------  --------------
<S>          <C>          <C>           <C>               <C>             <C>            <C>      
   1         -40.81%      -37.04        -33.27            7,263.76%       7,263.76%      7,263.76%
   2         -19.60       -14.82        -10.03              709.58          709.58         709.58
   3         -12.92        -7.72         -2.53              281.01          281.01         281.01
   4          -9.85        -4.42          1.01              161.03          161.03         161.03
   5          -8.15        -2.55          3.02              108.39          108.39         108.39
                                                                         
   6          -7.09        -1.38          4.30               79.68           79.68          79.68
   7          -6.40        -0.59          5.18               61.90           61.90          61.90
   8          -5.92        -0.03          5.81               49.92           49.92          49.92
   9          -5.58         0.38          6.29               41.37           41.37          41.37
  10          -5.35         0.69          6.66               34.99           34.99          34.99
                                                                         
  15          -5.13         1.42          7.70               18.25           18.25          19.37
                                                                         
  20          -6.25         1.43          7.97               11.26           11.26          15.02
                                                                         
  25         -10.63         1.00          7.82                7.55            7.55          12.26
                                                                        
<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>

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

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.

                                       32

<PAGE>
<TABLE>
<CAPTION>
                                                          SURVIVORSHIP 2000

                                      THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                     FLEXIBLE PREMIUM JOINT SURVIVORSHIP VARIABLE LIFE INSURANCE
PLANNED PREMIUM $13,580                                                                              INITIAL FACE AMOUNT $1,000,000
                                                      MALE AGE 55/FEMALE AGE 50
                                                             NON-SMOKER                                      DEATH BENEFIT OPTION B
                                                      ASSUMING CURRENT CHARGES

                                                                                                                                   
                                             DEATH BENEFIT(2)                                    CASH SURRENDER VALUE(2)           
                                       ASSUMING HYPOTHETICAL GROSS                             ASSUMING HYPOTHETICAL GROSS         
END OF                                  ANNUAL INVESTMENT RETURN OF                             ANNUAL INVESTMENT RETURN OF  
POLICY     ACCUMULATED       -------------------------------------------------         --------------------------------------------
 YEAR      PREMIUMS(1)            0%               6%                12%                    0%            6%             12%       
 ----      -----------       --------------  ----------------   --------------         -------------  ------------  ---------------
<S>         <C>                <C>              <C>               <C>                    <C>            <C>           <C> 
   1        $ 14,259           $1,008,048       $1,008,560        $1,009,073             $  8,048       $  8,560      $    9,073  
   2          29,231            1,019,764        1,021,492         1,023,281               19,764         21,492          23,281  
   3          44,951            1,031,237        1,034,924         1,038,883               31,237         34,924          38,883  
   4          61,458            1,042,455        1,048,862         1,056,005               42,455         48,862          56,005  
   5          78,790            1,053,414        1,063,321         1,074,798               53,414         63,321          74,798  
                                                                
   6          96,988            1,064,125        1,078,331         1,095,438               64,125         78,331          95,438  
   7         116,097            1,074,562        1,093,883         1,118,084               74,562         93,883         118,084  
   8         136,161            1,084,707        1,109,981         1,142,920               84,707        109,981         142,920  
   9         157,228            1,094,544        1,126,626         1,170,149               94,544        126,626         170,149  
  10         179,348            1,104,058        1,143,822         1,199,997              104,058        143,822         199,997  
                                                                
  15         307,689            1,145,616        1,237,507         1,397,419              145,616        237,507         397,419  
                                                                
  20         471,487            1,175,082        1,343,308         1,707,865              175,082        343,308         707,865  
                                                                
  25         680,541            1,186,618        1,456,727         2,415,932              186,618        456,727       1,190,114  
                                                              
<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                  INTERNAL RATE OF RETURN                         INTERNAL RATE OF RETURN
                 ON CASH SURRENDER VALUES                             ON DEATH BENEFIT
                ASSUMING HYPOTHETICAL GROSS                     ASSUMING HYPOTHETICAL GROSS
END OF           ANNUAL RATE OF RETURN OF                         ANNUAL RATE OF RETURN OF
POLICY     --------------------------------------       ---------------------------------------------
 YEAR          0%           6%           12%                  0%             6%             12%
 ----      -----------  ------------  -----------       --------------  -------------  --------------
<S>          <C>          <C>           <C>               <C>             <C>            <C>      
   1         -40.73%      -36.96%       -33.19%           7,323.03%       7,326.80%      7,330.58%
   2         -19.41       -14.63         -9.84              718.00          718.74         719.49
   3         -12.71        -7.51         -2.32              285.37          285.88         286.43
   4          -9.62        -4.19          1.23              164.18          164.64         165.16
   5          -7.89        -2.32          3.24              110.98          111.45         111.99
                                                                                       
   6          -6.81        -1.13          4.54               81.96           82.45          83.03
   7          -6.08        -0.31          5.42               63.97           64.49          65.12
   8          -5.56         0.27          6.07               51.85           52.40          53.10
   9          -5.18         0.71          6.55               43.19           43.78          44.55
  10          -4.91         1.04          6.93               36.73           37.36          38.21
                                                                                       
  15          -4.33         1.90          7.98               19.74           20.57          21.89
                                                                                       
  20          -4.40         2.18          8.44               12.56           13.62          15.51
                                                                                       
  25          -4.99         2.21          8.67                8.65            9.95          13.07
                                                                                      
<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>

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

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.

                                       33

<PAGE>
<TABLE>
<CAPTION>
                                                          SURVIVORSHIP 2000

                                      THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                     FLEXIBLE PREMIUM JOINT SURVIVORSHIP VARIABLE LIFE INSURANCE
PLANNED PREMIUM $13,580                                                                              INITIAL FACE AMOUNT $1,000,000
                                                      MALE AGE 55/FEMALE AGE 50
                                                             NON-SMOKER                                      DEATH BENEFIT OPTION B
                                                     ASSUMING GUARANTEED CHARGES

                                                                                                                                   
                                             DEATH BENEFIT(2)                                    CASH SURRENDER VALUE(2)           
                                       ASSUMING HYPOTHETICAL GROSS                             ASSUMING HYPOTHETICAL GROSS         
END OF                                  ANNUAL INVESTMENT RETURN OF                             ANNUAL INVESTMENT RETURN OF 
POLICY     ACCUMULATED       -------------------------------------------------         --------------------------------------------
 YEAR      PREMIUMS(1)            0%               6%                12%                    0%            6%             12%       
 ----      -----------       --------------  ----------------   --------------         -------------  ------------  ---------------
<S>         <C>                <C>              <C>               <C>                   <C>            <C>             <C> 
   1        $ 14,259           $1,008,037       $1,008,549        $1,009,061            $  8,037       $  8,549        $    9,061  
   2          29,231            1,019,695        1,021,420         1,023,206              19,695         21,420            23,206  
   3          44,951            1,031,079        1,034,756         1,038,705              31,079         34,756            38,705  
   4          61,458            1,042,173        1,048,556         1,055,674              42,173         48,556            55,674  
   5          78,790            1,052,953        1,062,813         1,074,238              52,953         62,813            74,238  
                                                                 
   6          96,988            1,063,393        1,077,512         1,094,524              63,392         77,512            94,524  
   7         116,097            1,073,461        1,092,638         1,116,673              73,461         92,638           116,673  
   8         136,161            1,083,124        1,108,165         1,140,832              83,124        108,165           140,832  
   9         157,228            1,092,340        1,124,065         1,167,161              92,340        124,065           167,161  
  10         179,348            1,101,061        1,140,295         1,195,821             101,061        140,295           195,821  
                                                                 
  15         307,689            1,134,511        1,223,688         1,379,893             134,511        223,688           379,893  
                                                                 
  20         471,487            1,138,572        1,296,353         1,645,360             138,572        296,353           645,360  
                                                                 
  25         680,541            1,084,921        1,320,860         2,037,358              84,921        320,860         1,003,625  
                                                               
<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                  INTERNAL RATE OF RETURN                         INTERNAL RATE OF RETURN
                 ON CASH SURRENDER VALUES                             ON DEATH BENEFIT
                ASSUMING HYPOTHETICAL GROSS                     ASSUMING HYPOTHETICAL GROSS
END OF           ANNUAL RATE OF RETURN OF                         ANNUAL RATE OF RETURN OF
POLICY     --------------------------------------       ---------------------------------------------
 YEAR          0%           6%           12%                  0%             6%             12%
 ----      -----------  ------------  -----------       --------------  -------------  --------------
<S>          <C>          <C>           <C>               <C>             <C>            <C>      
   1         -40.82%      -37.05%       -33.27%           7,322.95%       7,326.72%      7,330.49%
   2         -19.61       -14.82        -10.04              717.97          718.71         719.46
   3         -12.94        -7.74         -2.54              285.35          285.86         286.40
   4          -9.87        -4.44          0.99              164.16          164.62         165.14
   5          -8.18        -2.58          2.99              110.96          111.43         111.96
                                                                                       
   6          -7.13        -1.42          4.26               81.93           82.42          83.00
   7          -6.45        -0.65          5.12               63.94           64.46          65.09
   8          -5.98        -0.10          5.74               51.82           52.36          53.06
   9          -5.67         0.30          6.21               43.15           43.74          44.50
  10          -5.45         0.59          6.56               36.68           37.30          38.15
                                                                                       
  15          -5.39         1.16          7.46               19.63           20.45          21.76
                                                                                       
  20          -6.97         0.82          7.67               12.31           13.34          15.22
                                                                                       
  25         -13.47        -0.44          7.57                8.08            9.33          12.03
                                                                                      
<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>

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

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.

                                       34

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+


INDEX TO FINANCIAL STATEMENTS

<TABLE>

<S>                                                                                                                     <C>
Report of Independent Accounts.....................................................................................      FSA-2
Financial Statements:
      Statements of Assets and Liabilities, December 31, 1996......................................................      FSA-3
      Statements of Operations for the Years Ended December 31, 1996, 1995 and 1994................................      FSA-4
      Statements of Changes in Net Assets for the Years Ended December 31, 1996, 1995 and 1994.....................      FSA-8
      Notes to Financial Statements................................................................................     FSA-12

</TABLE>

+ Formerly known as Equitable Variable Life Insurance Company Separate 
  Account FP.


                                      FSA-1


<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
The Equitable Life Assurance Society of the United States
and Policyowners of Separate Account FP
of The Equitable Life Assurance Society of the United States

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Money Market Fund,
Intermediate Government Securities Fund, Quality Bond Fund, High Yield Fund,
Growth & Income Fund, Equity Index Fund, Common Stock Fund, Global Fund,
International Fund, Aggressive Stock Fund, Conservative Investors Fund, Balanced
Fund and Growth Investors Fund, separate investment funds of The Equitable Life
Assurance Society of the United States ("Equitable Life") Separate Account FP
(formerly Equitable Variable Life Insurance Company Separate Account FP) at
December 31, 1996 and the results of their operations and changes in each of
their net assets for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of Equitable Life's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of shares in The Hudson River Trust at
December 31, 1996 with the transfer agent, provide a resonable basis for the
opinion expressed above. The rates of return information presented in note 7 for
the year ended December 31, 1992, and for each of the periods indicated prior
thereto, were audited by other independent accountants whose report dated
February 16, 1993 expressed an unqualified opinion on the financial statements
containing such information.






Price Waterhouse LLP
New York, New York
February 10, 1997

                                     FSA-2
<PAGE>


EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996

<TABLE>
<CAPTION>

                                             INTERMEDIATE
                                 MONEY        GOVERNMENT     QUALITY          HIGH        GROWTH &       EQUITY        COMMON
                                 MARKET       SECURITIES       BOND           YIELD        INCOME         INDEX         STOCK
                                  FUND           FUND          FUND           FUND          FUND          FUND           FUND
                               -----------  -------------  ------------   -------------  -----------   -----------   --------------
<S>                          <C>             <C>           <C>            <C>            <C>           <C>           <C>   
ASSETS
Investments in shares of
   The Hudson River 
   Trust -- at market 
   value (Notes 2 and 6)
   Cost:    $  242,546,651.. $242,570,674
                44,817,781..                 $44,676,302
               127,911,618..                               $125,949,796
                96,502,438..                                              $102,167,262
                32,957,253..                                                             $38,031,591
                73,126,833..                                                                           $94,575,057
             1,277,628,295..                                                                                         $1,572,061,192
               374,535,031..                                                                                                      
                39,937,334..                                                                                                      
               747,842,158..                                                                                                      
               167,148,611..                                                                                                      
               388,200,062..                                                                                                      
               631,813,336..                                                                                                      
Receivable for The Hudson
   River Trust shares sold..           --             --             --             --           --            --           967,531
Receivable for policy
   related transactions ....    8,940,540         77,313             --        105,241       122,406       188,428               --
                             ------------   ------------   ------------   ------------   -----------   -----------   --------------
Total Assets................  251,511,214     44,753,615    125,949,796    102,272,503    38,153,997    94,763,485    1,573,028,723
                             ------------   ------------   ------------   ------------   -----------   -----------   --------------
LIABILITIES
Payable for The Hudson
   River Trust shares
   purchased ...............    9,060,754         87,411         28,516        149,241       129,487       188,527               --
Payable for policy related
   transactions ............           --             --        173,197             --            --            --          983,555
Amount retained by
   Equitable Life
   in Separate Account
   FP (Note 4) .............      577,366        538,792        533,770        733,423       558,057       337,447        1,267,289
                             ------------    -----------   ------------   ------------   -----------   -----------   --------------
Total Liabilities ..........    9,638,120        626,203        735,483        882,664       687,544       525,974        2,250,844
                             ------------    -----------   ------------   ------------   -----------   -----------   --------------
NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.......... $241,873,094    $44,127,412   $125,214,313   $101,389,839   $37,466,453   $94,237,511   $1,570,777,879
                             ============    ===========   ============   ============   ===========   ===========   ==============

</TABLE>

<TABLE>
<CAPTION>
                                                                                    ASSET ALLOCATION SERIES
                                                                           ------------------------------------------
                                                             AGGRESSIVE     CONSERVATIVE                   GROWTH
                                 GLOBAL       INTERNATIONAL    STOCK          INVESTORS     BALANCED      INVESTORS
                                  FUND            FUND         FUND             FUND          FUND          FUND
                              ------------    ------------- ------------   -------------- ------------   ------------
<S>                           <C>             <C>           <C>            <C>            <C>            <C>         
ASSETS
Investments in shares of
   The Hudson River 
   Trust -- at market 
   value (Notes 2 and 6)
   Cost:    $  242,546,651..  
                44,817,781..  
               127,911,618..  
                96,502,438..  
                32,957,253..  
                73,126,833..  
             1,277,628,295..  
               374,535,031..  $433,153,085
                39,937,334..                  $41,795,127
               747,842,158..                                $794,459,393
               167,148,611..                                               $174,848,746
               388,200,062..                                                              $430,582,886
               631,813,336..                                                                             $698,964,029
Receivable for shares of 
   The Hudson River Trust ...      802,100             --      3,729,663        114,675        142,333             --
Receivable for policy 
   related transactions .....           --        159,777             --             --             --         41,689
                              ------------    -----------   ------------   ------------   ------------   ------------
Total Assets.................  433,955,185     41,954,904    798,189,056    174,963,421    430,725,219    699,005,718
                              ------------    -----------   ------------   ------------   ------------   ------------
LIABILITIES
Payable for The Hudson
   River Trust shares
   purchased ................           --        135,983             --             --             --        245,089
Payable for policy
   related transactions .....      577,736             --      3,989,373         97,966        399,398             --
Amount retained by
   Equitable Life
   in Separate Account
   FP (Note 4) ..............      600,145        242,714        600,552        526,975        631,766        521,008
                              ------------    -----------   ------------   ------------   ------------   ------------
Total Liabilities ...........    1,177,881        378,697      4,589,925        624,941      1,031,164        766,097
                              ------------    -----------   ------------   ------------   ------------   ------------
NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS........... $432,777,304    $41,576,207   $793,599,131   $174,338,480   $429,694,055   $698,239,621
                              ============    ===========   ============   ============   ============   ============

<FN>
See Notes to Financial Statements.

+ Formerly known as Equitable Variable Life Insurance Company Separate Account FP.
</FN>
</TABLE>
                                     FSA-3
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                                                      INTERMEDIATE GOVERNMENT 
                                                                  MONEY MARKET FUND                        SECURITIES FUND         
                                                         ------------------------------------  ----------------------------------- 
                                                             1996        1995         1994        1996        1995         1994     
                                                         ----------  -----------  -----------  ----------  ----------  ----------- 
<S>                                                     <C>          <C>          <C>         <C>          <C>         <C>         
INCOME AND EXPENSES:
  Investment Income (Note 2):
     Dividends from The Hudson River Trust ............ $9,126,793   $9,225,401   $5,368,883  $2,367,498   $2,010,283  $ 5,671,984 

  Expenses (Note 3):
     Mortality and expense risk charges ...............  1,025,149      954,556      826,379     245,038      197,721      527,675 
                                                        ----------  -----------  -----------  ----------   ----------  ----------- 

NET INVESTMENT INCOME .................................  8,101,644    8,270,845    4,542,504   2,122,460    1,812,562    5,144,309 
                                                        ----------   ----------- -----------  ----------   ----------  ----------- 

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
     Realized gain (loss) on investments ..............   (110,954)    (432,347)      95,530    (490,315)    (810,768) (10,163,976) 
     Realized gain distribution from 
        The Hudson River Trust ........................         --           --           --          --           --           -- 
                                                        ----------  -----------  -----------  ----------    ---------  ----------- 

NET REALIZED GAIN (LOSS) ..............................   (110,954)    (432,347)      95,530    (490,315)    (810,768) (10,163,976)

  Unrealized appreciation/(depreciation) on investments:
     Beginning of period ..............................     89,976       32,760      (14,267)    145,522   (2,736,863)  (1,617,237) 
     End of period ....................................     24,023       89,976       32,760    (141,479)     145,522   (2,736,863) 
                                                        ----------  -----------  -----------  ----------   ----------  ----------- 

  Change in unrealized appreciation/(depreciation)
     during the period ................................    (65,953)      57,216       47,027    (287,001)   2,882,385   (1,119,626)
                                                        ----------  -----------  -----------  ----------    ---------   ---------- 

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS ......................................   (176,907)    (375,131)     142,557    (777,316)   2,071,617  (11,283,602)
                                                        ----------  -----------  -----------  ----------    ---------   ---------- 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 
  FROM OPERATIONS ..................................... $7,924,737   $7,895,714   $4,685,061  $1,345,144   $3,884,179  $(6,139,293)
                                                        ==========  ===========  ===========  ==========   ==========  ===========

</TABLE>

<TABLE>
<CAPTION>

                                                                       QUALITY BOND FUND
                                                            -----------------------------------------
                                                                1996           1995           1994
                                                            -----------    -----------    -----------
<S>                                                         <C>            <C>            <C>        
INCOME AND EXPENSES:
  Investment Income (Note 2):
     Dividends from The Hudson River Trust ............      $8,972,983    $ 7,958,285    $ 8,123,722

  Expenses (Note 3):
     Mortality and expense risk charges ...............         869,312        767,627        689,178
                                                            -----------    -----------    -----------

NET INVESTMENT INCOME .................................       8,103,671      7,190,658      7,434,544
                                                            -----------    -----------    -----------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
     Realized gain (loss) on investments ..............      (1,130,915)      (632,666)      (410,697)
     Realized gain distribution from
        The Hudson River Trust ........................              --             --             --
                                                            -----------    -----------    -----------

NET REALIZED GAIN (LOSS) ...............................     (1,130,915)      (632,666)      (410,697)

  Unrealized appreciation/(depreciation) on investments:
     Beginning of period ..............................      (2,105,676)   (15,521,200)    (1,886,621)
     End of period ....................................      (1,961,822)    (2,105,676)   (15,521,200)
                                                            -----------    -----------    -----------

  Change in unrealized appreciation/(depreciation)
     during the period ................................         143,854     13,415,524    (13,634,579)
                                                            -----------    -----------    -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS ......................................        (987,061)    12,782,858    (14,045,276)
                                                            -----------    -----------    -----------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS .....................................     $ 7,116,610    $19,973,516    $(6,610,732)
                                                            ===========    ===========    ===========

<FN>
See Notes to Financial Statements.

+ Formerly known as Separate Account FP of Equitable Variable Life Insurance Company. 
</FN>
</TABLE>

                                     FSA-4


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                              HIGH YIELD FUND                       GROWTH & INCOME FUND          
                                                 -----------------------------------------   ------------------------------------ 
                                                     1996          1995           1994          1996        1995         1994     
                                                 ------------  ------------  -------------   ----------  -----------  ----------- 
<S>                                               <C>            <C>            <C>           <C>          <C>          <C>       
INCOME AND EXPENSES:
  Investment Income (Note 2):
     Dividends from The Hudson River Trust ....   $ 8,696,039    $ 6,518,568    $ 4,578,946   $  525,200   $  380,677   $ 108,492 

  Expenses (Note 3):
     Mortality and expense risk charges .......       518,429        371,369        305,522      155,175       69,716      19,204 
                                                  -----------    -----------    -----------   ----------   ----------   --------- 

NET INVESTMENT INCOME .........................     8,177,610      6,147,199      4,273,424      370,025      310,961      89,288 
                                                  -----------    -----------    -----------   ----------   ----------   --------- 

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
     Realized gain (loss) on investments ......       939,559       (179,454)      (328,199)       5,198        2,791     (11,709)
     Realized gain distribution from
        The Hudson River Trust ................     6,119,053             --             --    1,943,415           --          -- 
                                                  -----------    -----------    -----------   ----------   ----------   --------- 

NET REALIZED GAIN (LOSS) ......................     7,058,612       (179,454)      (328,199)   1,948,613        2,791     (11,709)

  Unrealized appreciation/(depreciation) on 
  investments:
     Beginning of period ......................     3,823,981       (873,103)     4,734,999    2,123,346     (141,585)       (904)
     End of period ............................     5,664,824      3,823,981       (873,103)   5,074,338    2,123,346    (141,585)
                                                  -----------    -----------    -----------   ----------   ----------   --------- 

  Change in unrealized appreciation/
     (depreciation) during the period .........     1,840,843      4,697,084     (5,608,102)   2,950,992    2,264,931    (140,681)
                                                  -----------    -----------    -----------   ----------   ----------   --------- 

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS ..............................     8,899,455      4,517,630     (5,936,301)   4,899,605    2,267,722    (152,390)
                                                  -----------    -----------    -----------   ----------   ----------   --------- 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ............................   $17,077,065    $10,664,829    $(1,662,877)  $5,269,630   $2,578,683   $ (63,102)
                                                  ===========    ===========    ===========   ==========   ==========   ========= 

</TABLE>

<TABLE>
<CAPTION>

                                                               EQUITY INDEX FUND
                                                   ------------------------------------------
                                                      1996            1995           1994*
                                                   -----------    ------------    ----------
<S>                                                <C>             <C>             <C>      
INCOME AND EXPENSES:
  Investment Income (Note 2):
     Dividends from The Hudson River Trust ....    $ 1,751,848     $   964,775     $596,180

  Expenses (Note 3):
     Mortality and expense risk charges .......        605,961         289,199      152,789
                                                   -----------     -----------     --------

NET INVESTMENT INCOME ..........................     1,145,887         675,576      443,391
                                                   -----------     -----------     --------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
     Realized gain (loss) on investments ......      8,013,073           3,060       (6,949)
     Realized gain distribution from
        The Hudson River Trust ................      3,889,944         536,890      134,154
                                                   -----------     -----------     --------

NET REALIZED GAIN (LOSS) ......................     11,903,017         539,950      127,205

  Unrealized appreciation/(depreciation) on 
  investments:
     Beginning of period ......................     12,451,765        (399,286)          --
     End of period ............................     21,448,224      12,451,765     (399,286)
                                                   -----------     -----------     --------

  Change in unrealized appreciation/
     (depreciation) during the period .........      8,996,459      12,851,051     (399,286)
                                                   -----------     -----------     --------

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS ..............................     20,899,476      13,391,001     (272,081)
                                                   ------------    -----------     --------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS .............................    $22,045,363     $14,066,577     $171,310
                                                   ===========     ===========     ========

<FN>
See Notes to Financial Statements.

* Commencement of Operations on October 1, 1994.

+ Formerly known as Equitable Variable Life Insurance Company Separate Account FP.
</FN>
</TABLE>
                                     FSA-5

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                            COMMON STOCK FUND                      GLOBAL STOCK FUND               
                                             -------------------------------------------  ---------------------------------------  
                                                   1996           1995         1994           1996         1995           1994     
                                             --------------   ------------  ------------  ------------ ------------   -----------  
<S>                                          <C>            <C>           <C>             <C>           <C>           <C>         
INCOME AND EXPENSES:
  Investment Income (Note 2):
    Dividends from The
    Hudson River Trust.....................  $ 11,773,551   $ 14,259,262  $ 11,755,355    $ 7,019,392   $ 5,152,442   $2,768,605 

  Expenses (Note 3):
    Mortality and expense
      risk charges.........................     8,267,795      6,050,368     4,741,008      2,314,066     1,743,898    1,211,620 
                                             ------------   ------------   -----------    -----------   -----------   ---------- 

NET INVESTMENT INCOME......................     3,505,756      8,208,894     7,014,347      4,705,326     3,408,544    1,556,985 
                                             ------------   ------------   -----------    -----------   -----------   ---------- 
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
  (Note 2):
    Realized gain (loss)
    on investments.........................    30,128,838     16,793,683       292,144      4,971,547     3,049,444    3,347,704 
    Realized gain distribution
    from The Hudson
    River Trust............................   157,423,606     63,838,178    43,936,280     18,802,992     9,214,950    4,821,242 
                                             ------------   ------------   -----------    -----------   -----------   ----------

NET REALIZED GAIN (LOSS)...................   187,552,444     80,631,861    44,228,424     23,774,539    12,264,394    8,168,946 

  Unrealized appreciation/
  (depreciation) on investments:
    Beginning of period....................   181,824,279     (2,048,649)   71,350,568     36,525,596     3,130,280    7,062,877 
    End of period..........................   294,432,897    181,824,279    (2,048,649)    58,618,054    36,525,596    3,130,280 
                                             ------------   ------------   -----------    -----------   -----------   ---------- 

  Change in unrealized
    appreciation/(depreciation)
    during the period......................   112,608,618    183,872,928   (73,399,217)    22,092,458    33,395,316   (3,932,597)
                                             ------------    -----------  ------------    -----------   -----------   ---------- 

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS...........................   300,161,062    264,504,789   (29,170,793)    45,866,997    45,659,710    4,236,349 
                                             ------------   ------------  ------------    -----------   -----------   ---------- 

NET INCREASE (DECREASE)
  IN NET ASSETS RESULTING
  FROM OPERATIONS..........................  $303,666,818   $272,713,683  $(22,156,446)   $50,572,323   $49,068,254   $5,793,334 
                                             ============   ============  ============    ===========   ===========   ========== 
</TABLE>

<TABLE>
<CAPTION>

                                                   INTERNATIONAL FUND                   AGGRESSIVE STOCK FUND
                                               ---------------------------     -----------------------------------------
                                                  1996            1995*          1996           1995            1994
                                               -----------    ------------     -----------   ------------     ----------
<S>                                            <C>             <C>         <C>             <C>              <C>          
INCOME AND EXPENSES:
  Investment Income (Note 2):
    Dividends from The
    Hudson River Trust.....................    $  575,524      $195,500    $  1,661,263    $  1,268,689     $    400,102

  Expenses (Note 3):
    Mortality and expense
      risk charges.........................       164,149        36,471       4,086,388       2,702,978        1,944,639
                                               ----------      --------    ------------    ------------     ------------

NET INVESTMENT INCOME......................       411,375       159,029      (2,425,125)     (1,434,289)      (1,544,537)
                                               ----------      --------    ------------    ------------     ------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
  (Note 2):
    Realized gain (loss)
    on investments.........................       (28,490)         (790)     30,549,608      11,560,966       (6,075,250)
    Realized gain distribution
    from The Hudson
    River Trust............................       737,771        51,741     133,080,595      61,903,470               --
                                               ----------      --------    ------------    ------------     ------------

NET REALIZED GAIN (LOSS)...................       709,281        50,951     163,630,203      73,464,436       (6,075,250)

  Unrealized appreciation 
  (depreciation) on investments:
    Beginning of period....................       667,906            --      80,271,118      30,761,318       35,185,988
    End of period..........................     1,857,793       667,906      46,617,235      80,271,118       30,761,318
                                               ----------      --------    ------------    ------------     ------------

  Change in unrealized
    appreciation (depreciation)
    during the period......................     1,189,887       667,906     (33,653,883)     49,509,800       (4,424,670)
                                               ----------      --------    ------------    ------------     ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS...........................     1,899,168       718,857     129,976,320     122,974,236      (10,499,920)
                                               ----------      --------    ------------    ------------     ------------

NET INCREASE (DECREASE)
  IN NET ASSETS RESULTING
  FROM OPERATIONS..........................    $2,310,543      $877,886    $127,551,195    $121,539,947     $(12,044,457)
                                               ==========      ========    ============    ============     ============
<FN>
See Notes to Financial Statements.

* Commencement of Operations on April 3, 1995.

+ Formerly known as Equitable Variable Life Insurance Company Separate Account FP.
</FN>
</TABLE>
                                      FSA-6
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

STATEMENTS OF OPERATIONS (CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                                            ASSET ALLOCATION SERIES
                                                -----------------------------------------------------------------------------------
                                                      CONSERVATIVE INVESTORS FUND                      BALANCED FUND               
                                                ---------------------------------------   -----------------------------------------
                                                    1996         1995          1994          1996          1995           1994
                                                -----------  -----------  -------------   -----------   -----------   -------------
<S>                                              <C>          <C>            <C>           <C>           <C>           <C>          
INCOME AND EXPENSES:
  Investment Income (Note 2):
    Dividends from The Hudson River Trust....    $ 7,737,745  $ 8,169,109    $ 6,205,574   $13,094,730   $12,276,328   $ 10,557,487 

  Expenses (Note 3):
    Mortality and expense risk charges.......      1,046,858      921,294        750,164     2,490,188     2,237,982      2,103,510 
                                                 -----------  -----------    -----------   -----------   -----------   ------------ 

NET INVESTMENT INCOME........................      6,690,887    7,247,815      5,455,410    10,604,542    10,038,346      8,453,977 
                                                 -----------  -----------    -----------   -----------   -----------   ------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
    Realized gain (loss) on investments......       (752,434)    (378,551)      (421,502)     (873,535)   (2,466,524)       858,164 
    Realized gain distribution from
      The Hudson River Trust.................      4,429,977    1,068,272             --    34,113,772    10,894,130             -- 
                                                 -----------  -----------    -----------   -----------   -----------   ------------ 

NET REALIZED GAIN (LOSS).....................      3,677,543      689,721       (421,502)   33,240,237     8,427,606        858,164 

  Unrealized appreciation/(depreciation) 
  on investments:
    Beginning of period......................     10,362,120   (8,767,697)     1,915,037    43,097,187    (2,878,875)    37,960,661 
    End of period............................      7,700,135   10,362,120     (8,767,697)   42,382,824    43,097,187     (2,878,875)
                                                 -----------  -----------    -----------   -----------   -----------   ------------ 

  Change in unrealized appreciation/
  (depreciation) during the period...........     (2,661,985)  19,129,817    (10,682,734)     (714,363)   45,976,062    (40,839,536)
                                                 -----------  -----------    -----------   -----------   -----------   ------------ 

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS.............................      1,015,558   19,819,538    (11,104,236)   32,525,874    54,403,668    (39,981,372)
                                                 -----------  -----------    -----------   -----------   -----------   ------------ 

NET INCREASE (DECREASE) IN NET ASSETS 
  RESULTING FROM OPERATIONS..................    $ 7,706,445  $27,067,353    $(5,648,826)  $43,130,416   $64,442,014   $(31,527,395)
                                                 ===========  ===========    ===========   ===========   ===========   ============ 

</TABLE>

<TABLE>
<CAPTION>


                                                      ASSET ALLOCATION SERIES
                                              ----------------------------------------
                                                       GROWTH INVESTORS FUND
                                              ----------------------------------------
                                                 1996           1995          1994
                                              -----------   ------------  ------------
<S>                                           <C>           <C>           <C>         
INCOME AND EXPENSES:
  Investment Income (Note 2):
    Dividends from The Hudson River Trust.... $15,504,412   $ 15,855,901  $ 10,663,204

  Expenses (Note 3):
    Mortality and expense risk charges.......   3,746,683      2,796,354     1,995,747
                                              -----------   ------------  ------------

NET INVESTMENT INCOME........................  11,757,729     13,059,547     8,667,457
                                              -----------   ------------  ------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
    Realized gain (loss) on investments......   1,799,247      1,752,185       241,591
    Realized gain distribution from
      The Hudson River Trust.................  73,474,967      7,421,853            --
                                              -----------   ------------  ------------

NET REALIZED GAIN (LOSS).....................  75,274,214      9,174,038       241,591

  Unrealized appreciation/(depreciation) 
  on investments:
    Beginning of period......................  81,785,873       (770,693)   20,567,604
    End of period............................  67,150,693     81,785,873      (770,693)
                                              -----------   ------------  ------------

  Change in unrealized appreciation/
  (depreciation) during the period........... (14,635,180)    82,556,566   (21,338,297)
                                              -----------   ------------  ------------ 

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS.............................  60,639,034     91,730,604   (21,096,706)
                                              -----------   ------------  ------------

NET INCREASE (DECREASE) IN NET ASSETS 
  RESULTING FROM OPERATIONS.................. $72,396,763   $104,790,151  $(12,429,249)
                                              ===========   ============  ============

<FN>
See Notes to Financial Statements.

+ Formerly known as Equitable Variable Life Insurance Company Separate Account FP.
</FN>
</TABLE>
                                      FSA-7

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

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

<TABLE>
<CAPTION>

                                                        MONEY MARKET FUND                INTERMEDIATE GOVERNMENT SECURITIES FUND   
                                          --------------------------------------------  ------------------------------------------ 
                                               1996           1995           1994          1996            1995          1994      
                                          -------------  -------------  --------------  ------------   ------------  ------------- 
<S>                                        <C>            <C>            <C>             <C>            <C>           <C>         
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
  Net investment income ...............    $  8,101,644   $  8,270,845   $  4,542,504    $ 2,122,460    $ 1,812,562   $  5,144,309 
  Net realized gain (loss) ............        (110,954)      (432,347)        95,530       (490,315)      (810,768)   (10,163,976)
  Change in unrealized appreciation/
   (depreciation) on investments ......         (65,953)        57,216         47,027       (287,001)     2,882,385     (1,119,626)
                                           ------------   ------------   ------------    -----------    -----------   ------------ 

  Net increase (decrease)in net assets
    from operations ...................       7,924,737      7,895,714      4,685,061      1,345,144      3,884,179     (6,139,293)
                                           ------------   ------------   ------------    -----------    -----------   ------------ 

FROM POLICY RELATED TRANSACTIONS:
  Net premiums (Note 3) ...............     101,890,108     96,773,056     82,536,703     10,397,104     11,016,347     18,915,140 
  Benefits and other policy related
    transactions (Note 3) .............     (38,404,209)   (39,770,849)   (32,432,771)    (7,387,385)    (6,286,070)    (5,813,181)
  Net transfers among funds ...........     (36,607,946)     4,776,165    (25,466,044)     2,645,675        953,149   (125,116,319)
                                           ------------   ------------   ------------    -----------    -----------   ------------ 

  Net increase (decrease)in net assets
    from policy related transactions ..      26,877,953     61,778,372     24,637,888      5,655,394      5,683,426   (112,014,360)
                                           ------------   ------------   ------------    -----------    -----------   ------------ 

  NET (INCREASE) DECREASE IN AMOUNT
    RETAINED BY EQUITABLE LIFE IN
    SEPARATE ACCOUNT FP (Note 4) ......         (63,127)       (36,640)       (24,067)       (22,170)       (72,636)        15,335 
                                           ------------   ------------   ------------    -----------    -----------   ------------ 

  INCREASE (DECREASE) IN NET ASSETS 
    ATTRIBUTABLE TO POLICYOWNERS.......      34,739,563     69,637,446     29,298,882      6,978,368      9,494,969   (118,138,318)
  NET ASSETS ATTRIBUTABLE TO 
    POLICYOWNERS, BEGINNING OF PERIOD .     207,133,531    137,496,085    108,197,203     37,149,044     27,654,075    145,792,393 
                                           ------------   ------------   ------------    -----------    -----------   ------------ 

  NET ASSETS ATTRIBUTABLE TO 
    POLICYOWNERS, END OF PERIOD .......    $241,873,094   $207,133,531   $137,496,085    $44,127,412    $37,149,044   $ 27,654,075 
                                           ============   ============   ============    ===========    ===========   ============ 

</TABLE>

<TABLE>
<CAPTION>

                                                         QUALITY BOND FUND
                                          -----------------------------------------------
                                              1996              1995            1994
                                          -------------    -------------    -------------
<S>                                      <C>              <C>              <C>          
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
  Net investment income ...............  $  8,103,671     $  7,190,658     $  7,434,544
  Net realized gain (loss) ............    (1,130,915)        (632,666)        (410,697)
  Change in unrealized appreciation/
   (depreciation) on investments ......       143,854       13,415,524      (13,634,579)
                                         ------------     ------------     ------------


  Net increase (decrease) in net assets
    from operations ...................     7,116,610       19,973,516       (6,610,732)
                                         ------------     ------------     ------------

FROM POLICY RELATED TRANSACTIONS:
  Net premiums (Note 3) ...............     5,753,712        2,516,135          850,240
  Benefits and other policy related
    transactions (Note 3) .............   (32,021,058)      (3,189,044)      (2,891,278)
  Net transfers among funds ...........     6,117,471        2,462,969       25,765,197
                                         ------------     ------------     ------------

  Net increase (decrease) in net assets
    from policy related transactions ..   (20,149,875)       1,790,060       23,724,159
                                         ------------     ------------     ------------

  NET (INCREASE) DECREASE IN AMOUNT
    RETAINED BY EQUITABLE LIFE IN
    SEPARATE ACCOUNT FP (Note 4) ......       (39,868)        (712,602)         255,654
                                         ------------     ------------     ------------

  INCREASE (DECREASE) IN NET ASSETS 
    ATTRIBUTABLE TO POLICYOWNERS.......   (13,073,133)      21,050,974       17,369,081
  NET ASSETS ATTRIBUTABLE TO 
    POLICYOWNERS, BEGINNING OF PERIOD .   138,287,446      117,236,472       99,867,391
                                         ------------     ------------     ------------

  NET ASSETS ATTRIBUTABLE TO
    POLICYOWNERS, END OF PERIOD .......  $125,214,313     $138,287,446     $117,236,472
                                         ============     ============     ============

<FN>
See Notes to Financial Statements.

+ Formerly known as Equitable Variable Life Insurance Company Separate Account FP.
</FN>
</TABLE>
                                     FSA-8

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                          HIGH YIELD FUND                         GROWTH & INCOME FUND             
                                           -------------------------------------------   ----------------------------------------- 
                                               1996             1995          1994           1996          1995           1994     
                                           -------------   ------------   ------------   ------------  ------------   ------------ 
<S>                                         <C>             <C>            <C>            <C>           <C>            <C>          
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
  Net investment income .................   $  8,177,610    $ 6,147,199    $ 4,273,424    $   370,025   $   310,961    $   89,288 
  Net realized gain (loss) ..............      7,058,612       (179,454)      (328,199)     1,948,613         2,791       (11,709)
  Change in unrealized appreciation/
    (depreciation) on investments .......      1,840,843      4,697,084     (5,608,102)     2,950,992     2,264,931      (140,681)
                                            ------------    -----------    -----------    -----------   -----------    ----------- 
                                                                                                                                   

  Net increase (decrease)in net assets
    from operations......................     17,077,065     10,664,829     (1,662,877)     5,269,630     2,578,683       (63,102) 
                                            ------------    -----------    -----------    -----------   -----------    ----------  

FROM POLICY RELATED TRANSACTIONS:
  Net premiums (Note 3) .................     19,454,716     15,333,474     14,287,345     11,382,745     6,464,035     2,953,965  
  Benefits and other policy
    related transactions (Note 3) .......    (16,165,764)    (8,211,013)    (7,162,537)    (2,909,569)   (1,385,132)     (481,430) 
  Net transfers among funds .............      9,301,980      4,789,450    (11,048,174)     5,211,758     5,274,221     3,033,230  
                                            ------------    -----------    -----------    -----------   -----------    ----------  

  Net increase (decrease) in net assets
    from policy related transactions ....     12,590,932     11,911,911     (3,923,366)    13,684,934    10,353,124     5,505,765  
                                            ------------    -----------    -----------    -----------   -----------    ----------  

NET (INCREASE) DECREASE IN AMOUNT
  RETAINED BY EQUITABLE LIFE IN
  SEPARATE ACCOUNT FP (Note 4) ..........       (209,120)      (100,679)        16,028       (106,424)     (221,877)        6,113  
                                            ------------    -----------    -----------    -----------   -----------    ----------  

INCREASE (DECREASE) IN NET ASSETS
  ATTRIBUTABLE TO POLICYOWNERS ..........     29,458,877     22,476,061     (5,570,215)    18,848,140    12,709,930     5,448,776  
NET ASSETS ATTRIBUTABLE TO
  POLICYOWNERS, BEGINNING OF PERIOD .....     71,930,962     49,454,901     55,025,116     18,618,313     5,908,383       459,607  
                                            ------------    -----------    -----------    -----------   -----------    ----------  

NET ASSETS ATTRIBUTABLE TO
  POLICYOWNERS, END OF PERIOD ...........   $101,389,839    $71,930,962    $49,454,901    $37,466,453   $18,618,313    $5,908,383  
                                            ============    ===========    ===========    ===========   ===========    ==========  

</TABLE>

<TABLE>
<CAPTION>

                                                       EQUITY INDEX FUND
                                           --------------------------------------------
                                               1996            1995            1994*
                                           ------------    ------------  --------------
<S>                                         <C>             <C>             <C>         
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
  Net investment income .................   $ 1,145,887     $   675,576     $   443,391
  Net realized gain (loss) ..............    11,903,017         539,950         127,205
  Change in unrealized appreciation/
    (depreciation) on investments .......     8,996,459      12,851,051        (399,286)
                                            -----------     -----------     -----------
                                                          

  Net increase (decrease) 
    from operations......................    22,045,363      14,066,577         171,310
                                            -----------     -----------     -----------

FROM POLICY RELATED TRANSACTIONS:
  Net premiums (Note 3) .................    33,692,683      10,308,871         690,540
  Benefits and other policy related
    transactions (Note 3) ...............   (56,493,042)     (2,111,532)       (472,818)
  Net transfers among divisions .........    23,434,912      18,305,589      30,736,505
                                            -----------     -----------     -----------

  Net increase (decrease) in net assets
    policy related transactions .........       634,553      26,502,928      30,954,227
                                            -----------     -----------     -----------

NET (INCREASE) DECREASE IN AMOUNT
  RETAINED BY EQUITABLE LIFE IN
  SEPARATE ACCOUNT FP (Note 4) ..........       (66,020)        (71,293)           (134)
                                            -----------     -----------     -----------

INCREASE (DECREASE) IN NET ASSETS
  ATTRIBUTABLE TO POLICYOWNERS ..........    22,613,896      40,498,212      31,125,403
NET ASSETS ATTRIBUTABLE TO
  POLICYOWNERS, BEGINNING OF PERIOD .....    71,623,615      31,125,403              --
                                            -----------     -----------     -----------

NET ASSETS ATTRIBUTABLE TO
  POLICYOWNERS, END OF PERIOD ...........   $94,237,511     $71,623,615     $31,125,403
                                            ===========     ===========     ===========

<FN>
See Notes to Financial Statements.

* Commencement of Operations on October 1, 1994.

+ Formerly known as Equitable Variable Life Insurance Company Separate Account FP.
</FN>
</TABLE>
                                     FSA-9
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                COMMON STOCK FUND                                GLOBAL STOCK FUND                
                                 -------------------------------------------------   ---------------------------------------------
                                      1996              1995             1994            1996            1995            1994     
                                 ---------------   ---------------   -------------   -------------   -------------   -------------
<S>                               <C>               <C>               <C>             <C>             <C>             <C>          
INCREASE (DECREASE) IN
  NET ASSETS:
FROM OPERATIONS:
  Net investment income ........  $    3,505,756    $    8,208,894    $  7,014,347    $  4,705,326    $  3,408,544    $  1,556,985
  Net realized gain (loss) .....     187,552,444        80,631,861      44,228,424      23,774,539      12,264,394       8,168,946
  Change in unrealized
    appreciation/(depreciation)
    on investments .............     112,608,618       183,872,928     (73,399,217)     22,092,458      33,395,316      (3,932,597)
                                  --------------    --------------    ------------    ------------    ------------    ------------

  Net increase (decrease)in net
    assets from operations .....     303,666,818       272,713,683     (22,156,446)     50,572,323      49,068,254       5,793,334
                                  --------------    --------------    ------------    ------------    ------------    ------------

FROM POLICY RELATED
  TRANSACTIONS:
  Net premiums (Note 3) ........     271,193,481       216,068,996     171,525,812      96,457,308      92,666,618      77,766,997
  Benefits and other policy
    related transactions
    (Note 3) ...................    (154,302,728)     (118,456,643)    (93,481,219)    (43,292,191)    (37,507,499)    (23,371,745)
Net transfers among funds ......       4,064,266       (34,354,864)     19,730,410      (4,363,741)    (12,472,104)     47,610,957
                                  --------------    --------------    ------------    ------------    ------------    ------------

Net increase (decrease) in net
  assets from policy related
  transactions .................     120,955,019        63,257,489      97,775,003      48,801,376      42,687,015     102,006,209
                                  --------------    --------------    ------------    ------------    ------------    ------------

NET (INCREASE) DECREASE IN
  AMOUNT RETAINED BY
  EQUITABLE LIFE IN
  SEPARATE ACCOUNT FP
  (Note 4) .....................        (429,232)         (392,099)         44,948         (93,415)        (96,720)        (17,737)
                                  --------------    --------------    ------------    ------------    ------------    ------------
INCREASE (DECREASE) IN NET
  ASSETS ATTRIBUTABLE TO
  POLICYOWNERS .................     424,192,605       335,579,073      75,663,505      99,280,284      91,658,549     107,781,806
NET ASSETS ATTRIBUTABLE TO
  POLICYOWNERS,
  BEGINNING OF PERIOD ..........   1,146,585,274       811,006,201     735,342,696     333,497,020     241,838,471     134,056,665
                                  --------------    --------------    ------------    ------------    ------------    ------------

NET ASSETS ATTRIBUTABLE TO
  POLICYOWNERS,
  END OF PERIOD ................  $1,570,777,879    $1,146,585,274    $811,006,201    $432,777,304    $333,497,020    $241,838,471
                                  ==============    ==============    ============    ============    ============    ============
</TABLE>

<TABLE>
<CAPTION>

                                     INTERNATIONAL FUND                  AGGRESSIVE STOCK FUND
                                 ---------------------------   ----------------------------------------------
                                     1996           1995*          1996            1995            1994
                                 ------------   ------------   -------------   -------------   --------------
<S>                                <C>            <C>            <C>             <C>             <C>           
INCREASE (DECREASE) IN
  NET ASSETS:
FROM OPERATIONS:
  Net investment income ........   $   411,375    $   159,029    $ (2,425,125)   $ (1,434,289)   $ (1,544,537)
  Net realized gain (loss) .....       709,281         50,951     163,630,203      73,464,436      (6,075,250)
  Change in unrealized
    appreciation/(depreciation)
    on investments .............     1,189,887        667,906     (33,653,883)     49,509,800      (4,424,670)
                                   -----------    -----------    ------------    ------------    ------------
  Net increase (decrease)in net
    assets from operations .....     2,310,543        877,886     127,551,195     121,539,947     (12,044,457)
                                   -----------    -----------    ------------    ------------    ------------
FROM POLICY RELATED
  TRANSACTIONS:
  Net premiums (Note 3) ........    12,055,154      2,028,670     167,830,465     121,962,483     101,932,221
  Benefits and other policy 
    related transactions
    (Note 3) ...................    (2,295,079)      (339,723)    (85,246,883)    (63,165,185)    (48,604,650)
Net transfers among funds ......    17,095,516      9,885,952      28,481,572      19,367,834       4,346,636
                                   -----------    -----------    ------------    ------------    ------------
Net increase (decrease) in net
  assets from policy related
  transactions .................    26,855,591     11,574,899     111,065,154      78,165,132      57,674,207
                                   -----------    -----------    ------------    ------------    ------------
NET (INCREASE) DECREASE IN
  AMOUNT RETAINED BY
  EQUITABLE LIFE IN
  SEPARATE ACCOUNT FP
  (Note 4) .....................       (21,865)       (20,847)       (205,349)       (188,813)         35,791
                                   -----------    -----------    ------------    ------------    ------------
INCREASE (DECREASE) IN NET
  ASSETS ATTRIBUTABLE TO
  POLICYOWNERS .................    29,144,269     12,431,938     238,411,000     199,516,266      45,665,541
NET ASSETS ATTRIBUTABLE TO
  POLICYOWNERS,
  BEGINNING OF PERIOD ..........    12,431,938             --     555,188,131     355,671,865     310,006,324
                                   -----------    -----------    ------------    ------------    ------------
NET ASSETS ATTRIBUTABLE TO
  POLICYOWNERS,
  END OF PERIOD ................   $41,576,207    $12,431,938    $793,599,131    $555,188,131    $355,671,865
                                   ===========    ===========    ============    ============    ============
<FN>
See Notes to Financial Statements.

* Commencement of Operations on April 3, 1995.

+ Formerly known as Separate Account FP of Equitable Variable Life Insurance Company.
</FN>
</TABLE>
                                     FSA-10


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31,


<TABLE>
<CAPTION>

                                                                     ASSET ALLOCATION SERIES
                                     ---------------------------------------------------------------------------------------------
                                             CONSERVATIVE INVESTORS FUND                          BALANCED FUND                    
                                     ---------------------------------------------   --------------------------------------------- 
                                           1996           1995            1994            1996            1995            1994      
                                     -------------   -------------   -------------   -------------   -------------   ------------- 
<S>                                   <C>             <C>             <C>             <C>             <C>             <C>           
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
  Net investment income ...........   $  6,690,887    $  7,247,815    $  5,455,410    $ 10,604,542    $ 10,038,346    $  8,453,977 
  Net realized gain (loss) ........      3,677,543         689,721        (421,502)     33,240,237       8,427,606         858,164 
  Change in unrealized appreciation/
    (depreciation) on investments..     (2,661,985)     19,129,817     (10,682,734)       (714,363)     45,976,062     (40,839,536)
                                      ------------    ------------    ------------    ------------    ------------    ------------ 
  Net increase(decrease)in net 
    assets from operations ........      7,706,445      27,067,353      (5,648,826)     43,130,416      64,442,014     (31,527,395)
                                      ------------    ------------    ------------    ------------    ------------    ------------ 
FROM POLICY RELATED TRANSACTIONS:
  Net premiums (Note 3) ...........     38,133,118      41,419,959      48,492,315      60,530,048      63,451,955      70,116,900 
  Benefits and other policy related
    transactions (Note 3) .........    (25,456,269)    (22,866,003)    (21,612,430)    (50,274,632)    (48,742,571)    (45,655,363)
  Net transfers among funds .......    (18,095,700)     (3,379,296)     (2,076,793)    (22,122,080)    (18,908,540)    (19,954,097)
                                      ------------    ------------    ------------    ------------    ------------    ------------ 
  Net increase (decrease) in net 
    assets from policy related
    transactions ..................      5,418,851      15,174,660      24,803,092     (11,866,664)     (4,199,156)      4,507,440 
                                      ------------    ------------    ------------    ------------    ------------    ------------ 
NET (INCREASE) DECREASE IN AMOUNT
  RETAINED BY EQUITABLE LIFE
  IN SEPARATE ACCOUNT FP (Note 4) .        (36,213)        (95,412)         22,600        (134,906)        (93,214)         47,322 
                                      ------------    ------------    ------------    ------------    ------------    ------------ 
INCREASE (DECREASE) IN NET ASSETS
  ATTRIBUTABLE TO POLICYOWNERS ....      2,251,381      42,146,601      19,176,866      31,128,846      60,149,644     (26,972,633)
NET ASSETS ATTRIBUTABLE TO POLICY
  OWNERS, BEGINNING OF PERIOD .....    172,087,099     129,940,498     110,763,632     398,565,209     338,415,565     365,388,198 
                                      ------------    ------------    ------------    ------------    ------------    ------------
NET ASSETS ATTRIBUTABLE TO POLICY
  OWNERS, END OF PERIOD ...........   $174,338,480    $172,087,099    $129,940,498    $429,694,055    $398,565,209    $338,415,565
                                      ============    ============    ============    ============    ============    ============


</TABLE>

<TABLE>
<CAPTION>

                                                ASSET ALLOCATION SERIES
                                       ---------------------------------------------
                                                 GROWTH INVESTORS FUND
                                       ---------------------------------------------
                                           1996             1995           1994
                                       -------------   -------------   -------------

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

FROM OPERATIONS:
  Net investment income ...........     $ 11,757,729    $ 13,059,547    $  8,667,457
  Net realized gain (loss) ........       75,274,214       9,174,038         241,591
  Change in unrealized appreciation/
    (depreciation) on investments..      (14,635,180)     82,556,566     (21,338,297)
                                        ------------    ------------    ------------
  Net increase (decrease) in net
    assets from operations ........       72,396,763     104,790,151     (12,429,249)
                                        ------------    ------------    ------------
FROM POLICY RELATED TRANSACTIONS:
  Net premiums (Note 3) ...........      159,654,177     155,616,059     139,140,391
  Benefits and other policy related
    transactions (Note 3) .........      (81,943,749)    (68,357,709)    (54,863,821)
  Net transfers among funds .......       (7,652,116)     (3,269,896)     20,294,785
                                        ------------    ------------    ------------
  Net increase (decrease) in net 
    assets from policy related
    transactions ..................       70,058,312      83,988,454     104,571,355
                                        ------------    ------------    ------------
NET (INCREASE) DECREASE IN AMOUNT
  RETAINED BY EQUITABLE LIFE
  IN SEPARATE ACCOUNT FP (Note 4) .          (93,120)       (120,493)         15,372
                                        ------------    ------------    ------------
INCREASE (DECREASE) IN NET ASSETS
  ATTRIBUTABLE TO POLICYOWNERS ....      142,361,955     188,658,112      92,157,478
NET ASSETS ATTRIBUTABLE TO POLICY
  OWNERS, BEGINNING OF PERIOD .....      555,877,666     367,219,554     275,062,076
                                        ------------    ------------    ------------
NET ASSETS ATTRIBUTABLE TO POLICY
  OWNERS, END OF PERIOD ...........     $698,239,621    $555,877,666    $367,219,554
                                        ============    ============    ============

<FN>
See Notes to Financial Statements.

+ Formerly known as Equitable Variable Life Insurance Company Separate Account FP.

</FN>
</TABLE>
                                     FSA-11

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

1.  General

     On  September  19,  1996  the  Board of  Directors  of The  Equitable  Life
     Assurance  Society of the United  States (  "Equitable  Life")  approved an
     Agreement  and Plan of Merger by and between  Equitable  Life and Equitable
     Variable Life Insurance  Company (the "Merger  Agreement").  The merger was
     completed  on January 1, 1997.  On that date,  and in  accordance  with the
     provisions  of the Merger  Agreement,  the separate  existence of Equitable
     Variable Life Insurance Company ("Equitable  Variable Life") was ceased and
     Equitable Life survived the merger. From January 1, 1997, Equitable Life is
     liable  in  place  of  Equitable  Variable  Life  for the  liabilities  and
     obligations  of  Equitable  Variable  Life,  including   liabilities  under
     policies  and  contracts  issued by  Equitable  Variable  Life,  and all of
     Equitable Variable Life's assets became assets of Equitable Life.

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

    The Account  supports the  operations of Incentive  Life,  flexible  premium
    variable life  insurance  policies,  Incentive Life 2000,  flexible  premium
    variable life insurance  policies,  Champion 2000, modified premium variable
    whole life insurance  policies,  Survivorship  2000,  flexible premium joint
    survivorship  variable life  insurance  policies,  Incentive  Life Plus,(SM)
    flexible  premium  variable  life  insurance  policies,   IL  Protector,(SM)
    flexible premium variable life insurance policies, IL COLI, flexible premium
    variable life insurance policies, IL COLI II, flexible premium variable life
    insurance  policies,  and SP-Flex,  variable  life  insurance  policies with
    additional  premium option,  collectively,  the Policies,  and the Incentive
    Life 2000,  Champion 2000 and Survivorship  2000 policies are referred to as
    the Series  2000  Policies.  Incentive  Life Plus  policies  offered  with a
    prospectus  dated  on or  after  September  15,  1995,  are  referred  to as
    Incentive Life Plus Second Series.  Incentive Life Plus policies issued with
    a prior  prospectus are referred to as Incentive Life Plus Original  Series.
    All Policies are issued by Equitable Life. The assets of the Account are the
    property of Equitable  Life.  However,  the portion of the Account's  assets
    attributable to the Policies will not be chargeable with liabilities arising
    out of any other business Equitable Life may conduct.
    
    Policyowners may allocate amounts in their individual  accounts to the Funds
    of the  Account  and/or  (except  for SP-Flex  policies)  to the  guaranteed
    interest rate account of Equitable Life's General Account.  Net transfers to
    (from) the guaranteed interest rate account of the General Account and other
    Separate Accounts of ($7,511,567),  $6,569,672 and $35,120,632 for the years
    ended 1996, 1995 and 1993, respectively, are included in Net Transfers Among
    Funds.  The net assets of any Fund of the  Account  may not be less than the
    aggregate of the policyowners'  accounts allocated to that Fund.  Additional
    assets are set aside in Equitable  Life's General Account to provide for (1)
    the unearned  portion of the monthly  charges for mortality  costs,  and (2)
    other policy benefits, as required under the state insurance law.

2.  Significant Accounting Policies

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

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

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

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


+   Formerly known as Equitable Variable Life Insurance Company Separate 
    Account FP.

                                     FSA-12


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

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

3.  Asset Charges

    Under the Policies,  Equitable Life assumes mortality and expense risks and,
    to cover  these  risks,  deducts  charges  from the  assets  of the  Account
    currently  at  annual  rates  of  0.60% of the net  assets  attributable  to
    Incentive Life,  Incentive Life 2000,  Incentive Life Plus Second Series and
    Champion 2000 policyowners, 0.90% of net assets attributable to Survivorship
    2000  policyowners,  0.80%  for IL  Protector  policyowners,  and  0.85% for
    SP-Flex  policyowners,  Incentive Life Plus Original Series, IL COLI, and IL
    COLI II deduct this charge from the Policy Account. Under SP-Flex, Equitable
    Life also deducts  charges from the assets of the Account for  mortality and
    administrative  costs  of  0.60%  and  0.35%,  respectively,  of net  assets
    attributable to SP-Flex policies.

    Under Incentive Life,  Incentive Life Plus, Series 2000, IL Protector and IL
    COLI II policies,  mortality  and  administrative  charges are assessed in a
    different manner than SP-Flex policies.

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

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

4.  Amounts Retained by Equitable Life in Separate Account FP

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

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

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

                                                  Years Ended December 31,
                                           -------------------------------------
     INVESTMENT FUND                          1996         1995          1994
     ---------------                          ----         ----          ----
     Money Market                               --     $  (250,000)         --
     Intermediate Government Securities         --        (165,000)         --
     Quality Bond                        $  (125,000)   (4,800,000)         --
     High Yield                                 --        (100,000)         --
     Growth & Income                         (75,000)     (685,000)         --
     Equity Index                               --            --    $   200,000
     Common Stock                           (185,000)  $  (630,000)         --
     Global                                     --        (130,000)         --
     International                              --         200,000          --
     Aggressive Stock                       (125,000)     (350,000)         --
     Conservative Investors                  (80,000)         --            --
     Balanced                                (90,000)         --            --
     Growth Investors                       (175,000)         --            --
     Short-Term World Income                    --            --     (5,165,329)
                                         -----------   -----------   -----------
                                         $  (855,000)  $(6,910,000) $(4,965,329)
                                         ===========   ===========   ===========


+ Formerly  known as Equitable  Variable Life  Insurance Company Separate  
  Account FP.
                                     FSA-13


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

5.  Distribution and Servicing Agreements

    Equitable Life has entered into a Distribution and Servicing  Agreement with
    EQ Financial  Consultants Inc.,  whereby  registered  representatives  of EQ
    Financial  Consultants  Inc.,  authorized as variable life insurance  agents
    under  applicable  state insurance  laws, sell the Policies.  The registered
    representatives are compensated on a commission basis by Equitable Life.

6.  Share Substitution

     On February 22, 1994,  Equitable  Variable  Life, the Account and the Trust
     substituted  shares  of  the  Trust's  Intermediate  Government  Securities
     Portfolio for shares of the Trust's Short-Term World Income Portfolio.  The
     amount  transferred to  Intermediate  Government  Securities  Portfolio was
     $2,192,109.  The  statements of operations and statements of changes in net
     assets for the  Intermediate  Government  Securities  Portfolio is combined
     with the Short-Term  World Income Portfolio for periods prior to the merger
     on February 22, 1994. The Short-Term World Income Fund is not available for
     future investment.

7.  Investment Returns

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

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

+ Formerly  known as Equitable  Variable Life  Insurance Company Separate  
  Account FP.
                                     FSA-14


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

December 31, 1996

RATES OF RETURN:
INCENTIVE LIFE,
- ---------------
INCENTIVE LIFE 2000,
- --------------------
INCENTIVE LIFE PLUS SECOND SERIES
- ---------------------------------
AND CHAMPION 2000*
- ------------------

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              -----------------------------------------------------------------------------------------------
MONEY MARKET FUND               1996     1995     1994      1993     1992     1991     1990      1989     1988      1987
- -----------------               ----     ----     ----      ----     ----     ----     ----      ----     ----      ----
<S>                             <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>       <C>  
Gross return..............      5.33%    5.74%    4.02%    3.00%     3.56%    6.18%    8.24%    9.18%     7.32%     6.63%
Net return................      4.70%    5.11%    3.39%    2.35%     2.94%    5.55%    7.59%    8.53%     6.68%     5.99%

<CAPTION>

                                                                         APRIL 1(A) TO
                                      YEARS ENDED DECEMBER 31,            DECEMBER 31,
INTERMEDIATE GOVERNMENT       -----------------------------------------------------------
SECURITIES FUND                 1996    1995    1994    1993    1992          1991
- ---------------                 ----    ----    ----    ----    ----          ----
<S>                            <C>     <C>    <C>      <C>      <C>          <C>   
Gross return..............     3.78%   13.33% (4.37)%  10.58%   5.60%        12.26%
Net return................     3.15%   12.65% (4.95)%   9.88%   4.96%        11.60%

                                       YEARS ENDED          OCTOBER 1(A) TO
                                      DECEMBER 31,            DECEMBER 31,
                              ------------------------------------------------
QUALITY BOND FUND               1996     1995      1994           1993
- -----------------               ----     ----      ----           ----
Gross return..............     5.36%    17.02%    (5.10)%       (0.51)%
Net return................     4.73%    16.32%    (5.67)%       (0.66)%

<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
HIGH YIELD FUND                 1996     1995     1994      1993     1992     1991     1990      1989     1988     1987
- ---------------                 ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>       <C>      <C>  
Gross return..............     22.89%   19.92%   (2.79)%   23.15%   12.31%   24.46%   (1.12)%   5.13%     9.73%    4.68%
Net return................     22.14%   19.20%   (3.37)%   22.41%   11.64%   23.72%   (1.71)%   4.50%     9.08%    4.05%

                                     YEARS ENDED        OCTOBER 1(A) TO
                                     DECEMBER 31,         DECEMBER 31,
                              -------------------------------------------
GROWTH & INCOME FUND            1996      1995    1994        1993
- --------------------            ----      ----    ----        ----
Gross return..............     20.09%    24.07% (0.58)%     (0.25)%
Net return................     19.36%    23.33% (1.17)%     (0.41)%

<CAPTION>

                                         YEARS ENDED            SEPTEMBER 30(A)
                                         DECEMBER 31,           TO DECEMBER 31,
                              ---------------------------------------------------
EQUITY INDEX FUND                    1996             1995            1994
- -----------------                    ----             ----            ----
<S>                                 <C>              <C>             <C>  
Gross return..............          22.39%           36.48%          1.08%
Net return................          21.65%           35.66%          0.58%

<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
COMMON STOCK FUND               1996     1995     1994      1993     1992     1991     1990      1989     1988     1987
- -----------------               ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>       <C>       <C>     <C>      <C>       <C>      <C>       <C>  
Gross return..............     24.28%   32.45%   (2.14)%   24.84%    3.22%   37.88%   (8.12)%   25.59%   22.43%    7.49%
Net return................     23.53%   31.66%   (2.73)%   24.08%    2.60%   37.06%   (8.67)%   24.84%   21.70%    6.84%

<CAPTION>

                                                                                                                 AUGUST 31(A) TO
                                                           YEARS ENDED DECEMBER 31,                               DECEMBER 31,
                              ----------------------------------------------------------------------------------------------------
GLOBAL FUND                     1996     1995     1994     1993      1992     1991     1990     1989     1988         1987
- -----------                     ----     ----     ----     ----      ----     ----     ----     ----     ----         ----
<S>                            <C>      <C>       <C>     <C>      <C>       <C>      <C>      <C>      <C>         <C>     
Gross return..............     14.60%   18.81%    5.23%   32.09%   (0.50)%   30.55%   (6.07)%  26.93%   10.88%      (13.27)%
Net return................     13.91%   18.11%    4.60%   31.33%   (1.10)%   29.77%   (6.63)%  26.17%   10.22%      (13.45)%


                              YEARS ENDED  APRIL 3(A) TO
                               DECEMBER     DECEMBER 31,
                                  31,
                              ----------------------------
INTERNATIONAL FUND               1996           1995
- ------------------               ----           ----
Gross return..............       9.82%         11.29%
Net return................       9.15%         10.79%

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

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

+   Formerly known as Equitable Variable Life Insurance Company Separate Account FP.
</FN>
</TABLE>
                                     FSA-15


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
AGGRESSIVE STOCK FUND           1996     1995     1994      1993     1992     1991     1990      1989     1988     1987
- ---------------------           ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>       <C>      <C>  
Gross return..............     22.20%   31.63%   (3.81)%   16.77%   (3.16)%  86.86%    8.17%    43.50%    1.17%    7.31%
Net return................     21.46%   30.85%   (4.39)%   16.05%   (3.74)%  85.75%    7.51%    42.64%    0.53%    6.66%

<CAPTION>
ASSET ALLOCATION SERIES
                                                                                             OCTOBER 2(A)
                                                                                                  TO
                                              YEARS ENDED DECEMBER 31,                      DECEMBER 31,
CONSERVATIVE               --------------------------------------------------------------------------------
INVESTORS FUND                1996     1995     1994      1993     1992     1991     1990        1989
- --------------                ----     ----     ----      ----     ----     ----     ----        ----
<S>                          <C>      <C>      <C>       <C>       <C>     <C>       <C>        <C>  
Gross return..............   5.21%    20.40%   (4.10)%   10.76%    5.72%   19.87%    6.37%      3.09%
Net return................   4.57%    19.68%   (4.67)%   10.15%    5.09%   19.16%    5.73%      2.94%

<CAPTION>
                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
BALANCED FUND                   1996     1995     1994      1993     1992     1991     1990      1989     1988     1987
- -------------                   ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>      <C>      <C>    
Gross return..............     11.68%   19.75%   (8.02)%   12.28%   (2.84)%  41.26%    0.24 %   25.83%   13.27%   (0.85)%
Net return................     11.00%   19.03%   (8.57)%   11.64%   (3.42)%  40.42%   (0.36)%   25.08%   12.59%   (1.45)%

<CAPTION>
GROWTH INVESTORS FUND         1996     1995     1994      1993     1992     1991     1990        1989
- ---------------------         ----     ----     ----      ----     ----     ----     ----        ----
<S>                          <C>      <C>      <C>       <C>       <C>     <C>      <C>         <C>  
Gross return..............   12.61%   26.37%   (3.15)%   15.26%    4.90%   48.89%   10.66%      3.98%
Net return................   11.93%   25.62%   (3.73)%   14.58%    4.27%   48.01%   10.00%      3.82%

</TABLE>

<TABLE>
<CAPTION>
RATES OF RETURN:
SURVIVORSHIP 2000
- -----------------
                                                                             AUGUST 17(A) TO
                                        YEARS ENDED DECEMBER 31,               DECEMBER 31,
                             -----------------------------------------------------------------
MONEY MARKET FUND               1996        1995        1994        1993           1992
- -----------------               ----        ----        ----        ----           ----
<S>                             <C>        <C>         <C>         <C>            <C>  
Gross return..............      5.33%      5.74%       4.02%       3.00%          1.11%
Net return................      4.38%      4.80%       3.08%       2.04%          0.77%

<CAPTION>
INTERMEDIATE GOVERNMENT
SECURITIES FUND                 1996        1995        1994        1993           1992
- ---------------                 ----        ----        ----        ----           ----
<S>                             <C>        <C>        <C>          <C>            <C>  
Gross return..............      3.78%      13.33%     (4.37)%      10.58%         0.90%
Net return................      2.84%      12.31%     (5.23)%       9.55%         0.56%

<CAPTION>
                                                                 OCTOBER 1(A) TO
                                  YEARS ENDED DECEMBER 31,        DECEMBER 31,
                             -----------------------------------------------------
QUALITY BOND FUND               1996        1995        1994          1993
- -----------------               ----        ----        ----          ----
<S>                             <C>        <C>        <C>            <C>    
Gross return..............      5.36%      17.02%     (5.10)%        (0.51)%
Net return................      4.41%      15.97%     (5.95)%        (0.73)%

<CAPTION>
                                                                            AUGUST 17(A) TO
                                        YEARS ENDED DECEMBER 31,              DECEMBER 31,
                             -----------------------------------------------------------------
HIGH YIELD FUND                 1996        1995        1994        1993          1992
- ---------------                 ----        ----        ----        ----          ----
<S>                            <C>         <C>        <C>          <C>            <C>  
Gross return..............     22.89%      19.92%     (2.79)%      23.15%         1.84%
Net return................     21.77%      18.84%     (3.66)%      22.04%         1.50%

<CAPTION>
                                                                OCTOBER 1(A) TO
                                  YEARS ENDED DECEMBER 31,        DECEMBER 31,
                             -----------------------------------------------------
GROWTH & INCOME FUND            1996        1995        1994          1993
- --------------------            ----        ----        ----          ----
<S>                            <C>         <C>        <C>            <C>    
Gross return..............     20.09%      24.07%     (0.58)%        (0.25)%
Net return................     19.00%      22.96%     (1.47)%        (0.48)%

<FN>
- ----------

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

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

+   Formerly known as Equitable Variable Life Insurance Company Separate Account FP.
</FN>
</TABLE>
                                     FSA-16
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

                                      YEARS ENDED          MARCH 1(A) TO
                                     DECEMBER 31,          DECEMBER 31,
                             ---------------------------------------------
EQUITY INDEX FUND                 1996          1995           1994
- -----------------                 ----          ----           ----
Gross return..............       22.39%        36.48%         1.08%
Net return................       21.28%        35.26%         0.33%

<TABLE>
<CAPTION>
                                                                            AUGUST 17(A) TO
                                        YEARS ENDED DECEMBER 31,              DECEMBER 31,
                             -----------------------------------------------------------------
COMMON STOCK FUND               1996        1995        1994        1993          1992
- -----------------               ----        ----        ----        ----          ----
<S>                            <C>         <C>        <C>          <C>            <C>  
Gross return..............     24.28%      32.45%     (2.14)%      24.84%          5.28%
Net return................     23.15%      31.26%     (3.02)%      23.70%          4.93%

GLOBAL FUND
- -----------
Gross return..............     14.60%      18.81%      5.23%       32.09%          4.87%
Net return................     13.56%      17.75%      4.29%       30.93%          4.52%

AGGRESSIVE STOCK FUND
- ---------------------
Gross return..............     22.20%      31.63%     (3.81)%      16.77%         11.49%
Net return................     21.09%      30.46%     (4.68)%      15.70%         11.11%

</TABLE>

                               YEARS ENDED       APRIL 3(A) TO 
                              DECEMBER 31,        DECEMBER 31, 
                             ----------------------------------
INTERNATIONAL FUND                1996               1995
- ------------------                ----               ----
Gross return..............        9.82%             11.29%
Net return................        8.82%             10.55%

<TABLE>
<CAPTION>
ASSET ALLOCATION SERIES
                                                                            AUGUST 17(A) TO
                                        YEARS ENDED DECEMBER 31,              DECEMBER 31,
CONSERVATIVE INVESTORS       -----------------------------------------------------------------
FUND                            1996        1995        1994        1993          1992
- ----                            ----        ----        ----        ----          ----
<S>                            <C>         <C>        <C>          <C>            <C>  
Gross return..............      5.21%      20.40%     (4.10)%      10.76%         1.38%
Net return................      4.26%      19.32%     (4.96)%       9.81%         1.04%

BALANCED FUND                   1996        1995        1994        1993          1992
- -------------                   ----        ----        ----        ----          ----
Gross return..............     11.68%      19.75%     (8.02)%      12.28%         5.37%
Net return................     10.67%      18.68%     (8.84)%      11.30%         5.02%

GROWTH INVESTORS FUND           1996        1995        1994        1993          1992
- ---------------------           ----        ----        ----        ----          ----
Gross return..............     12.61%      26.37%     (3.15)%      15.26%         6.89%
Net return................     11.59%      25.24%     (4.02)%      14.24%         6.53%

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

+   Formerly known as Equitable Variable Life Insurance Company Separate Account FP.
</FN>
</TABLE>

                                     FSA-17

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

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


                                           YEARS ENDED DECEMBER 31,
                               -------------------------------------------------
                                         1996                    1995
                                         ----                    ----
Money Market Fund..............         5.33%                    5.69%


Intermediate Government
Securities Fund................         3.78%                   13.31%


Quality Bond Fund..............         5.36%                   17.13%


High Yield Fund................         22.89%                  19.95%


Growth & Income Fund...........         20.09%                  24.38%


Equity Index Fund..............         22.38%                  36.53%


Common Stock Fund..............         24.28%                  33.07%


Global Fund....................         14.60%                  19.38%


                            YEAR ENDED DECEMBER 31, APRIL 30 TO DECEMBER 31, (A)
                            ----------------------------------------------------
                                         1996                    1995
                                         ----                    ----
International Fund.............         9.81%                   11.29%


                                           YEARS ENDED DECEMBER 31,
                            ----------------------------------------------------
                                         1996                    1995
                                         ----                    ----
Aggressive Stock Fund..........         22.20%                  33.00%


ASSET ALLOCATION SERIES
                                           YEARS ENDED DECEMBER 31,
                             ---------------------------------------------------
                                         1996                    1995
                                         ----                    ----

Conservative Investors Fund....         5.21%                   20.59%


Balanced Fund..................         11.68%                  20.32%


Growth Investors Fund..........         12.61%                  26.92%


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

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

(b) There are no Separate  Account  asset  charges for this policy and therefore
    the gross and net rates of return  are the same.  The rate of return for the
    year ended December 31, 1995 indicated is not an annual rate of return.

+   Formerly known as Equitable  Variable Life Insurance Company Separate
    Account FP.

                                     FSA-18


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

RATES OF RETURN:
IL PROTECTOR*(b)
- ----------------



                                        AUGUST 5 TO DECEMBER 31,(A)
                                       ----------------------------
                                                  1996
                                                  ----
Money Market Fund.....................            2.98%


Intermediate Government
Securities Fund.......................           4.49%


Quality Bond Fund.....................           7.86%


High Yield Fund.......................           13.90%


Growth & Income Fund..................           15.63%


Equity Index Fund.....................           16.25%


Common Stock Fund.....................           17.44%


Global Fund...........................           6.78%


Inernational Fund.....................           2.11%


Aggressive Stock Fund.................           6.22%


ASSET ALLOCATION SERIES

                                        AUGUST 5 TO DECEMBER 31,(A)
                                       ----------------------------
                                                  1996
                                                  ----

Conservative Investors Fund...........           7.94%


Balanced Fund.........................           8.67%


Growth Investors Fund.................           9.38%


- ----------
*Sales of Incentive Life Protector commenced on August 5, 1996.

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

(b) There are no Separate Account asset changes for this policy and therefore 
    the gross and net rates of return are the same.

+   Formerly known as Equitable  Variable Life Insurance Company Separate  
    Account FP.

                                     FSA-19
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+


NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996

RATES OF RETURN:
SP-FLEX
- -------
<TABLE>
<CAPTION>
                                                                                                                 AUGUST 31(A) TO
                                                          YEARS ENDED DECEMBER 31,                                DECEMBER 31,
                             -----------------------------------------------------------------------------------------------------
MONEY MARKET FUND              1996     1995     1994      1993     1992     1991      1990     1989     1988         1987
- -----------------              ----     ----     ----      ----     ----     ----      ----     ----     ----         ----
<S>                            <C>      <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>          <C>  
Gross return..............     5.33%    5.74%    4.02%    3.00%     3.56%    6.17%    8.24%     9.18%    7.32%        2.15%
Net return................     3.44%    3.86%    2.17%    1.13%     1.71%    4.29%    6.30%     7.24%    5.41%        1.62%

</TABLE>

                                                                    APRIL 1(A)
                                                                       TO
                                    YEARS ENDED DECEMBER 31,       DECEMBER 31,
INTERMEDIATE GOVERNMENT      --------------------------------------------------
SECURITIES FUND               1996    1995    1994    1993    1992      1991
- ---------------               ----    ----    ----    ----    ----      ----
Gross return..............    3.78%  13.33% (4.37)%  10.58%  5.60%     12.10%
Net return................    1.91%  11.31% (6.08)%   8.57%  3.71%     10.59%


                                                           SEPTEMBER 1(A)
                                     YEARS ENDED                TO
                                     DECEMBER 31,           DECEMBER 31,
                             ----------------------------------------------
QUALITY BOND FUND                 1996           1995           1994
- -----------------                 ----           ----           ----
Gross return..............        5.36%         17.02%         (2.20)%
Net return................        3.47%         14.94%         (2.35)%

<TABLE>
<CAPTION>

                                                                                                                 AUGUST 31(A) TO
                                                          YEARS ENDED DECEMBER 31,                                DECEMBER 31,
                             -----------------------------------------------------------------------------------------------------
HIGH YIELD FUND                1996     1995     1994      1993     1992     1991      1990     1989     1988         1987
- ---------------                ----     ----     ----      ----     ----     ----      ----     ----     ----         ----
<S>                           <C>      <C>      <C>       <C>      <C>      <C>      <C>        <C>      <C>          <C>  
Gross return..............    22.89%   19.92%   (2.79)%   23.15%   12.31%   24.46%   (1.12)%    5.13%    9.73%        1.95%
Net return................    20.68%   17.79%   (4.52)%   20.96%   10.30%   22.25%   (2.89)%    3.26%    7.78%        1.39%

</TABLE>


                                                            SEPTEMBER 1(A)
                                     YEARS ENDED                TO
                                     DECEMBER 31,           DECEMBER 31,
                             ----------------------------------------------
GROWTH & INCOME FUND              1996           1995           1994
- --------------------              ----           ----           ----
Gross return..............       20.09%         24.07%         (3.40)%
Net return................       17.93%         21.87%         (3.55)%

EQUITY INDEX FUND                 1996           1995           1994
- -----------------                 ----           ----           ----
Gross return..............       22.39%         36.48%         (2.54)%
Net return................       20.19%         34.06%         (2.69)%

<TABLE>
<CAPTION>
                                                                                                                 AUGUST 31(A) TO
                                                          YEARS ENDED DECEMBER 31,                                DECEMBER 31,
                             -----------------------------------------------------------------------------------------------------
COMMON STOCK FUND              1996     1995     1994      1993     1992     1991      1990     1989     1988         1987
- -----------------              ----     ----     ----      ----     ----     ----      ----     ----     ----         ----
<S>                           <C>      <C>      <C>       <C>       <C>     <C>      <C>       <C>      <C>         <C>     
Gross return..............    24.28%   32.45%   (2.14)%   24.84%    3.23%   37.87%   (8.12)%   25.59%   22.43%      (22.57)%
Net return................    22.04%   30.10%   (3.88)%   22.60%    1.38%   35.43%   (9.76)%   23.36%   20.26%      (23.00)%

GLOBAL FUND                    1996     1995     1994      1993     1992     1991      1990     1989     1988         1987
- -----------                    ----     ----     ----      ----     ----     ----      ----     ----     ----         ----
Gross return..............    14.60%   18.81%    5.23%    32.09%   (0.50)%  30.55%   (6.07)%   26.93%   10.88%      (11.40)%
Net return................    12.54%   16.70%    3.36%    29.77%   (2.28)%  28.23%   (7.75)%   24.67%    8.90%      (11.86)%

</TABLE>

                              YEARS ENDED   APRIL 3(A) TO
                              DECEMBER 31,  DECEMBER 31,
                             ------------------------------
INTERNATIONAL FUND                1996          1995
- ------------------                ----          ----
Gross return..............       9.82%         11.29%
Net return................       7.84%          9.82%

<TABLE>
<CAPTION>
                                                                                                                 AUGUST 31(A) TO
                                                          YEARS ENDED DECEMBER 31,                                DECEMBER 31,
                             -----------------------------------------------------------------------------------------------------
AGGRESSIVE STOCK FUND          1996     1995     1994      1993     1992     1991      1990     1989     1988         1987
- ---------------------          ----     ----     ----      ----     ----     ----      ----     ----     ----         ----
<S>                           <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>       <C>        <C>     
Gross return..............    22.20%   31.63%   (3.81)%   16.77%   (3.16)%  86.86%    8.17%    43.50%    1.17 %     (24.28)%
Net return................    20.00%   29.30%   (5.53)%   14.67%   (4.89)%  83.54%    6.23%    40.95%   (0.66)%     (24.68)%

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

+   Formerly known as Equitable Variable Life Insurance Company Separate Account FP.
</FN>
</TABLE>
                                     FSA-20
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1996



                                    YEARS ENDED            SEPTEMBER 1(A) TO
ASSET ALLOCATION SERIES            DECEMBER 31,               DECEMBER 31,
CONSERVATIVE INVESTORS  ------------------------------------------------------
FUND                          1996              1995              1994
- ----                          ----              ----              ----
Gross return..........        5.21%            20.40%           (1.83)%
Net return............        3.32%            18.26%           (1.98)%

<TABLE>
<CAPTION>
                                                                                                                 AUGUST 31(A) TO
                                                        YEARS ENDED DECEMBER 31,                                  DECEMBER 31,
                        ----------------------------------------------------------------------------------------------------------
BALANCED FUND              1996     1995      1994      1993      1992     1991      1990      1989      1988         1987
- -------------              ----     ----      ----      ----      ----     ----      ----      ----      ----         ----
<S>                       <C>      <C>      <C>        <C>       <C>      <C>       <C>       <C>       <C>         <C>     
Gross return..........    11.68%   19.75%   (8.02)%    12.28%    (2.83)%  41.27%    0.24 %    25.83%    13.27%      (20.26)%
Net return............     9.67%   17.62%   (9.66)%    10.31%    (4.57)%  38.75%   (1.56)%    23.59%    11.25%      (20.71)%

</TABLE>

                                    YEARS ENDED            SEPTEMBER 1(A) TO
                                   DECEMBER 31,               DECEMBER 31,
GROWTH INVESTORS        ------------------------------------------------------
FUND                          1996              1995              1994
- ----                          ----              ----              ----
Gross return...........      12.61%            26.37%           (3.16)%
Net return.............      10.58%            24.12%           (3.31)%

- ----------

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

+   Formerly known as Equitable  Variable Life Insurance Company Separate  
    Account FP.

                                     FSA-21
<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS


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

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1996 and 1995,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its methods of accounting for long-duration participating life insurance
contracts and long-lived  assets in 1996,  for loan  impairments in 1995 and for
postemployment benefits in 1994.


Price Waterhouse LLP
New York, New York
February 10, 1997
                                      F-1

<PAGE>


            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                        1996                 1995
                                                                  -----------------    -----------------
                                                                              (IN MILLIONS)
<S>                                                               <C>                  <C>          
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.................   $    18,077.0        $    15,899.9
  Mortgage loans on real estate.................................         3,133.0              3,638.3
  Equity real estate............................................         3,297.5              3,916.2
  Policy loans..................................................         2,196.1              1,976.4
  Investment in and loans to affiliates.........................           685.0                636.6
  Other equity investments......................................           597.3                621.1
  Other invested assets.........................................           288.7                706.1
                                                                  -----------------    -----------------
      Total investments.........................................        28,274.6             27,394.6
Cash and cash equivalents.......................................           538.8                774.7
Deferred policy acquisition costs...............................         3,104.9              3,075.8
Amounts due from discontinued GIC Segment.......................           996.2              2,097.1
Other assets....................................................         2,552.2              2,718.1
Closed Block assets.............................................         8,495.0              8,582.1
Separate Accounts assets........................................        29,646.1             24,566.6
                                                                  -----------------    -----------------
TOTAL ASSETS....................................................   $    73,607.8        $    69,209.0
                                                                  =================    =================

LIABILITIES
Policyholders' account balances.................................   $    21,865.6        $    21,911.2
Future policy benefits and other policyholders' liabilities.....         4,416.6              4,007.3
Short-term and long-term debt...................................         1,766.9              1,899.3
Other liabilities...............................................         2,785.1              3,380.7
Closed Block liabilities........................................         9,091.3              9,221.4
Separate Accounts liabilities...................................        29,598.3             24,531.0
                                                                  -----------------    -----------------
      Total liabilities.........................................        69,523.8             64,950.9
                                                                  -----------------    -----------------

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

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares 
  authorized, issued and outstanding............................             2.5                  2.5
Capital in excess of par value..................................         3,105.8              3,105.8
Retained earnings...............................................           798.7                788.4
Net unrealized investment gains.................................           189.9                396.5
Minimum pension liability.......................................           (12.9)               (35.1)
                                                                  -----------------    -----------------
      Total shareholder's equity................................         4,084.0              4,258.1
                                                                  -----------------    -----------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY......................   $    73,607.8        $    69,209.0
                                                                  =================    =================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                1996               1995               1994
                                                          -----------------  -----------------  -----------------
                                                                              (IN MILLIONS)
<S>                                                       <C>                <C>                <C>          
REVENUES
Universal life and investment-type product policy fee
  income................................................   $      874.0       $       788.2      $       715.0
Premiums................................................          597.6               606.8              625.6
Net investment income...................................        2,175.9             2,088.2            1,998.6
Investment (losses) gains, net..........................           (9.8)                5.3               91.8
Commissions, fees and other income......................        1,081.8               897.1              847.4
Contribution from the Closed Block......................          125.0               143.2              137.0
                                                          -----------------  -----------------  -----------------

      Total revenues....................................        4,844.5             4,528.8            4,415.4
                                                          -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances....        1,270.2             1,248.3            1,201.3
Policyholders' benefits.................................        1,317.7             1,008.6              914.9
Other operating costs and expenses......................        2,048.0             1,775.8            1,857.7
                                                          -----------------  -----------------  -----------------

      Total benefits and other deductions...............        4,635.9             4,032.7            3,973.9
                                                          -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change...........................          208.6               496.1              441.5
Federal income taxes....................................            9.7               120.5              100.2
Minority interest in net income of consolidated
  subsidiaries..........................................           81.7                62.8               50.4
                                                          -----------------  -----------------  -----------------
Earnings from continuing operations before
  cumulative effect of accounting change................          117.2               312.8              290.9
Discontinued operations, net of Federal income taxes....          (83.8)                -                  -
Cumulative effect of accounting change, net of Federal
  income taxes..........................................          (23.1)                -                (27.1)
                                                          -----------------  -----------------  -----------------

Net Earnings............................................   $       10.3       $       312.8      $       263.8
                                                          =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                      1996               1995               1994
                                                                -----------------  -----------------  -----------------
                                                                                    (IN MILLIONS)

<S>                                                             <C>                <C>                <C>          
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning of year as
  previously reported.........................................        2,913.6             2,913.6            2,613.6
Cumulative effect on prior years of retroactive restatement
  for accounting change.......................................          192.2               192.2              192.2
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, beginning of year as restated.        3,105.8             3,105.8            2,805.8
Additional capital in excess of par value.....................            -                   -                300.0
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        3,105.8             3,105.8            3,105.8
                                                                -----------------  -----------------  -----------------

Retained earnings, beginning of year as previously reported...          781.6               484.0              217.6
Cumulative effect on prior years of retroactive restatement
  for accounting change.......................................            6.8                (8.4)              (5.8)
                                                                -----------------  -----------------  -----------------
Retained earnings, beginning of year as restated..............          788.4               475.6              211.8
Net earnings..................................................           10.3               312.8              263.8
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................          798.7               788.4              475.6
                                                                -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year
  as previously reported......................................          338.2              (203.0)             131.9
Cumulative effect on prior years of retroactive restatement
  for accounting change.......................................           58.3               (17.5)              12.7
                                                                -----------------  -----------------  -----------------
Net unrealized investment gains (losses), beginning of
  year as restated............................................          396.5              (220.5)             144.6
Change in unrealized investment (losses) gains................         (206.6)              617.0             (365.1)
                                                                -----------------  -----------------  -----------------
Net unrealized investment gains (losses), end of year.........          189.9               396.5             (220.5)
                                                                -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................          (35.1)               (2.7)             (15.0)
Change in minimum pension liability...........................           22.2               (32.4)              12.3
                                                                -----------------  -----------------  -----------------
Minimum pension liability, end of year........................          (12.9)              (35.1)              (2.7)
                                                                -----------------  -----------------  -----------------

TOTAL SHAREHOLDER'S EQUITY, END OF YEAR.......................   $    4,084.0       $     4,258.1      $     3,360.7
                                                                =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                      1996               1995               1994
                                                                -----------------  -----------------  -----------------
                                                                                    (IN MILLIONS)

<S>                                                             <C>                <C>                <C>          
Net earnings..................................................   $       10.3       $       312.8      $       263.8
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,270.2             1,248.3            1,201.3
  Universal life and investment-type policy fee income........         (874.0)             (788.2)            (715.0)
  Investment losses (gains)...................................            9.8                (5.3)             (91.8)
  Change in Federal income taxes payable......................         (197.1)              221.6               38.3
  Other, net..................................................          364.4               127.3              (19.4)
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          583.6             1,116.5              677.2
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,275.1             1,897.4            2,323.8
  Sales.......................................................        8,964.3             8,867.1            5,816.6
  Return of capital from joint ventures and limited
    partnerships..............................................           78.4                65.2               39.0
  Purchases...................................................      (12,559.6)          (11,675.5)          (7,564.7)
  Decrease (increase) in loans to discontinued GIC Segment....        1,017.0             1,226.9              (40.0)
  Other, net..................................................           56.7              (624.7)            (478.1)
                                                                -----------------  -----------------  -----------------

Net cash (used) provided by investing activities..............         (168.1)             (243.6)              96.6
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        1,925.4             2,586.5            2,082.5
    Withdrawals...............................................       (2,385.2)           (2,657.1)          (2,864.4)
  Net decrease in short-term financings.......................            (.3)              (16.4)            (173.0)
  Additions to long-term debt.................................            -                 599.7               51.8
  Repayments of long-term debt................................         (124.8)              (40.7)            (199.8)
  Proceeds from issuance of Alliance units....................            -                   -                100.0
  Payment of obligation to fund accumulated deficit of
    discontinued GIC Segment..................................            -              (1,215.4)               -
  Capital contribution from the Holding Company...............            -                   -                300.0
  Other, net..................................................          (66.5)              (48.4)              26.5
                                                                -----------------  -----------------  -----------------

Net cash (used) by financing activities.......................         (651.4)             (791.8)            (676.4)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (235.9)               81.1               97.4
Cash and cash equivalents, beginning of year..................          774.7               693.6              596.2
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      538.8       $       774.7      $       693.6
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      109.9       $        89.6      $        34.9
                                                                =================  =================  =================
  Income Taxes (Refunded) Paid................................   $      (10.0)      $       (82.7)     $        49.2
                                                                =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life") converted to a stock life insurance  company on July 22, 1992 and
        became a wholly owned subsidiary of The Equitable Companies Incorporated
        (the  "Holding   Company").   Equitable  Life's  insurance  business  is
        conducted  principally  by  Equitable  Life and its  wholly  owned  life
        insurance   subsidiary,   Equitable   Variable  Life  Insurance  Company
        ("EVLICO").  Effective January 1, 1997, EVLICO was merged into Equitable
        Life, which will continue to conduct the Company's  insurance  business.
        Equitable Life's  investment  management  business,  which comprises the
        Investment  Services  segment,  is  conducted  principally  by  Alliance
        Capital Management L.P.  ("Alliance"),  Equitable Real Estate Investment
        Management,  Inc.  ("EREIM")  and  Donaldson,  Lufkin &  Jenrette,  Inc.
        ("DLJ"), an investment banking and brokerage affiliate. AXA-UAP ("AXA"),
        a French  holding  company for an  international  group of insurance and
        related financial services  companies,  is the Holding Company's largest
        shareholder,  owning  approximately  60.8% at  December  31, 1996 (63.6%
        assuming conversion of Series E Convertible  Preferred Stock held by AXA
        and 54.4% if all  securities  convertible  into,  and options on, common
        stock were to be converted or exercised).

 2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life and its  wholly  owned life  insurance  subsidiaries
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and EREIM, a
        real estate investment management subsidiary; and those partnerships and
        joint ventures in which Equitable Life or its  subsidiaries  has control
        and  a  majority   economic   interest   (collectively,   including  its
        consolidated  subsidiaries,  the "Company"). The Company's investment in
        DLJ is reported on the equity basis of  accounting.  Closed Block assets
        and   liabilities  and  results  of  operations  are  presented  in  the
        consolidated  financial  statements  as single  line items (see Note 6).
        Unless specifically stated, all disclosures  contained herein supporting
        the consolidated  financial  statements exclude the Closed Block related
        amounts.

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

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

        The years  "1996,"  "1995" and "1994" refer to the years ended  December
        31, 1996, 1995 and 1994, respectively.

        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1996 presentation.

                                      F-6
<PAGE>

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

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

        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the  benefit  of  the  Holding  Company.  The  plan  of  demutualization
        prohibits  the  reallocation,  transfer,  borrowing or lending of assets
        between the Closed Block and other portions of Equitable  Life's General
        Account,  any of its Separate  Accounts or to any affiliate of Equitable
        Life  without the approval of the New York  Superintendent  of Insurance
        (the "Superintendent").  Closed Block assets and liabilities are carried
        on the same basis as similar assets and liabilities  held in the General
        Account. The excess of Closed Block liabilities over Closed Block assets
        represents the expected  future  post-tax  contribution  from the Closed
        Block which would be  recognized  in income over the period the policies
        and contracts in the Closed Block remain in force.

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

        In 1991,  the Company's  management  adopted a plan to  discontinue  the
        business  operations  of  the  GIC  Segment,  consisting  of  the  Group
        Non-Participating Wind-Up Annuities ("Wind-Up Annuities") and Guaranteed
        Interest Contract ("GIC") lines of business.  The Company  established a
        pre-tax  provision  for the  estimated  future losses of the GIC line of
        business  and a premium  deficiency  reserve for the Wind-Up  Annuities.
        Subsequent losses incurred have been charged to the two loss provisions.
        Management  reviews the  adequacy  of the  allowance  and  reserve  each
        quarter. During the fourth quarter 1996 review, management determined it
        was necessary to increase the  allowance  for expected  future losses of
        the  GIC  Segment.  Management  believes  the  loss  provisions  for GIC
        contracts  and Wind-Up  Annuities  at December  31, 1996 are adequate to
        provide  for all  future  losses;  however,  the  determination  of loss
        provisions  continues  to  involve  numerous  estimates  and  subjective
        judgments regarding the expected performance of discontinued  operations
        investment  assets.  There can be no assurance  the losses  provided for
        will not differ from the losses ultimately realized (See Note 7).

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

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in  accordance  with the  provisions  prescribed by Statement of
        Financial   Accounting  Standards  ("SFAS")  No.  120,  "Accounting  and
        Reporting  by  Mutual  Life  Insurance   Enterprises  and  by  Insurance
        Enterprises  for Certain  Long-Duration  Participating  Contracts".  The
        effect of this change,  including the impact on the Closed Block, was to
        increase earnings from continuing operations before cumulative effect of
        accounting change by $19.2 million, net of Federal income taxes of $10.3
        million for 1996.  The financial  statements for 1995 and 1994 have been
        retroactively  restated  for the change  which  resulted  in an increase
        (decrease) in earnings before  cumulative effect of accounting change of
        $15.2 million,  net of Federal income taxes of $8.2 million,  and $(2.6)
        million,   net  of  Federal   income  tax   benefit  of  $1.0   million,
        respectively.  Shareholder's  equity  increased  $199.1  million  as  of
        January 1, 1994 for the  effect of  retroactive  application  of the new
        method.  (See  "Deferred  Policy  Acquisition  Costs,"   "Policyholders'
        Account Balances and Future Policy Benefits" and Note 6.)

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of," as of
        January 1, 1996. The statement  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances

                                      F-7
<PAGE>

        indicate  the  carrying  value of such  assets  may not be  recoverable.
        Effective with SFAS No. 121's adoption,  impaired real estate is written
        down to fair value with the impairment loss being included in investment
        gains  (losses),  net.  Before  implementing  SFAS  No.  121,  valuation
        allowances  on real  estate  held  for the  production  of  income  were
        computed  using the forecasted  cash flows of the respective  properties
        discounted at a rate equal to the Company's cost of funds.  The adoption
        of the  statement  resulted in the release of  valuation  allowances  of
        $152.4 million and recognition of impairment losses of $144.0 million on
        real estate held and used. Real estate which management has committed to
        disposing of by sale or  abandonment  is classified as real estate to be
        disposed  of.  Valuation  allowances  on real  estate to be  disposed of
        continue  to be  computed  using the lower of  estimated  fair  value or
        depreciated cost, net of disposition  costs.  Implementation of the SFAS
        No. 121 impairment  requirements relative to other assets to be disposed
        of  resulted  in a charge  for the  cumulative  effect of an  accounting
        change of $23.1  million,  net of a Federal  income tax benefit of $12.4
        million,  due to the  writedown  to fair value of building  improvements
        relating to facilities being vacated beginning in 1996.

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

        Beginning  coincident  with  issuance of SFAS No. 115,  "Accounting  for
        Certain  Investments  in Debt  and  Equity  Securities,"  implementation
        guidance in November  1995,  the Financial  Accounting  Standards  Board
        ("FASB") permitted  companies a one-time  opportunity,  through December
        31, 1995, to reassess the  appropriateness  of the classification of all
        securities  held  at  that  time.  On  December  1,  1995,  the  Company
        transferred  $4,794.9  million  of  securities  classified  as  held  to
        maturity to the available for sale portfolio. As a result,  consolidated
        shareholder's equity increased by $149.4 million, net of deferred policy
        acquisition costs ("DAC"),  amounts  attributable to participating group
        annuity contracts and deferred Federal income taxes.

        In the fourth  quarter of 1994  (effective  as of January 1, 1994),  the
        Company adopted SFAS No. 112, "Employers'  Accounting for Postemployment
        Benefits,"  which  required  employers to recognize  the  obligation  to
        provide  postemployment  benefits.   Implementation  of  this  statement
        resulted in a charge for the cumulative  effect of accounting  change of
        $27.1 million, net of a Federal income tax benefit of $14.6 million.

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

        The FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation,"
        which permits  entities to recognize as expense over the vesting  period
        the  fair  value of all  stock-based  awards  on the  date of grant  or,
        alternatively,  to  continue  to  apply  the  provisions  of  Accounting
        Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
        Employees,"  and  related  interpretations.  Companies  which  elect  to
        continue to apply APB  Opinion No. 25 must  provide pro forma net income
        disclosures  for employee  stock  option  grants made in 1995 and future
        years as if the fair-value-based method defined in SFAS No. 123 had been
        applied.  The Company  accounts for stock option plans  sponsored by the
        Holding  Company,  DLJ and Alliance in accordance with the provisions of
        APB Opinion No. 25 (see Note 21).

                                      F-8
<PAGE>

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Management has not yet determined  the effect of  implementing  SFAS No.
        125.

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

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value. The amortized cost of fixed maturities is adjusted
        for impairments in value deemed to be other than temporary.

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

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses) net. Valuation  allowances on real
        estate  available  for sale are  computed  using  the  lower of  current
        estimated  fair value or depreciated  cost,  net of  disposition  costs.
        Prior to the  adoption of SFAS No.  121,  valuation  allowances  on real
        estate  held for the  production  of  income  were  computed  using  the
        forecasted cash flows of the respective  properties discounted at a rate
        equal to the Company's cost of funds.

        Policy loans are stated at unpaid principal balances.

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

        Common  stocks are carried at  estimated  fair value and are included in
        other equity investments.

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

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

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

        Investment Results and Unrealized Investment Gains (Losses)
        -----------------------------------------------------------

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

                                      F-9
<PAGE>

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

        Unrealized investment gains and losses on fixed maturities available for
        sale and equity  securities  held by the Company are  accounted for as a
        separate  component of  shareholder's  equity,  net of related  deferred
        Federal  income taxes,  amounts  attributable  to the  discontinued  GIC
        Segment,  participating  group  annuity  contracts,  and DAC  related to
        universal   life  and   investment-type   products   and   participating
        traditional life contracts.

        Recognition of Insurance Income and Related Expenses
        ----------------------------------------------------

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

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

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

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

        Deferred Policy Acquisition Costs
        ---------------------------------

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

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  15 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized  with an offset to unrealized  gains (losses) in consolidated
        shareholder's equity as of the balance sheet date.

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1996, the expected  investment  yield ranged from
        7.30% grading to 7.68% over 13 years.  Estimated  gross margin  includes
        anticipated   premiums   and   investment   results   less   claims  and
        administrative  expenses,  changes in the net level premium  reserve and
        expected  annual  policyholder  dividends.  Deviations of actual results
        from  estimated  experience are reflected in earnings in the period such
        deviations  occur.  The effect on the DAC asset that would  result  from
        realization of unrealized gains (losses) is recognized with an offset to
        unrealized gains (losses) in consolidated shareholder's equity as of the
        balance sheet date.

                                      F-10
<PAGE>

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

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
        proportion  to  anticipated  premium  revenue  at time of issue.  In the
        fourth quarter of 1996, the DAC related to DI contracts  issued prior to
        July 1993 was written off.

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

        Policyholders'  account balances for universal life and  investment-type
        contracts are equal to the policy  account  values.  The policy  account
        values represent an accumulation of gross premium payments plus credited
        interest less expense and mortality charges and withdrawals.

        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
        proportion to gross margins over the life of the contract.

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

        During  the  fourth  quarter  of  1996,  a  loss  recognition  study  on
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions, including expected mortality and future investment returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
        and net earnings by $47.5 million ($73.0 million pre-tax).

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

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized  DAC of $145.0  million.  The  determination  of DI reserves
        requires  making  assumptions  and  estimates  relating  to a variety of
        factors,  including  morbidity and interest rates, claims experience and
        lapse

                                      F-11
<PAGE>

        rates based on then known facts and circumstances. Such factors as claim
        incidence  and  termination  rates can be  affected  by  changes  in the
        economic,  legal  and  regulatory  environments  and work  ethic.  While
        management believes its DI reserves have been calculated on a reasonable
        basis and are  adequate,  there  can be no  assurance  reserves  will be
        sufficient to provide for future liabilities.

        Claim reserves and  associated  liabilities  for  individual  disability
        income and major medical policies were $711.8 million and $639.6 million
        at December 31, 1996 and 1995, respectively (excluding $175.0 million of
        reserve  strengthening in 1996).  Incurred benefits  (benefits paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical policies  (excluding $175.0 million of reserve  strengthening in
        1996) are summarized as follows:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Incurred benefits related to current year..........  $       189.0       $      176.0       $      188.6
        Incurred benefits related to prior years...........           69.1               67.8               28.7
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       258.1       $      243.8       $      217.3
                                                            =================   ================   =================
        Benefits paid related to current year..............  $        32.6       $       37.0       $       43.7
        Benefits paid related to prior years...............          153.3              137.8              132.3
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       185.9       $      174.8       $      176.0
                                                            =================   ================   =================
</TABLE>

        Policyholders' Dividends
        ------------------------

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

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

        At December 31, 1996,  participating  policies,  including  those in the
        Closed Block, represent  approximately 24.2% ($52.3 billion) of directly
        written life insurance in force, net of amounts ceded.

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

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding Company and its non-life insurance subsidiaries. Current Federal
        income taxes were charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred income tax assets and  liabilities  were
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
        income tax rates and laws.

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

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

                                      F-12
<PAGE>

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account,  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
        Group.

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1996, 1995 and 1994,  investment  results of
        such  Separate  Accounts  were $2,970.6  million,  $1,963.2  million and
        $665.2 million, respectively.

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

                                      F-13
<PAGE>

 3)     INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                        GROSS               GROSS
                                                   AMORTIZED          UNREALIZED         UNREALIZED         ESTIMATED
                                                      COST              GAINS              LOSSES           FAIR VALUE
                                                -----------------  -----------------   ----------------   ---------------
                                                                             (IN MILLIONS)
        <S>                                     <C>                <C>                 <C>                <C>         
        DECEMBER 31, 1996
        -----------------
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    13,645.2      $       451.5       $      121.0       $   13,975.7
            Mortgage-backed....................        2,015.9               11.2               20.3            2,006.8
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,539.4               39.2               19.3            1,559.3
            States and political subdivisions..           77.0                4.5                -                 81.5
            Foreign governments................          302.6               18.0                2.2              318.4
            Redeemable preferred stock.........          139.1                3.3                7.1              135.3
                                                -----------------  -----------------   ----------------   ---------------
        Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9       $   18,077.0
                                                =================  =================   ================   ===============
        Equity Securities:
          Common stock.........................  $        98.7      $        49.3       $       17.7       $      130.3
                                                =================  =================   ================   ===============

        December 31, 1995
        -----------------
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    10,910.7      $       617.6       $      118.1       $   11,410.2
            Mortgage-backed....................        1,838.0               31.2                1.2            1,868.0
            U.S. Treasury securities and
              U.S. government and
              agency securities................        2,257.0               77.8                4.1            2,330.7
            States and political subdivisions..           45.7                5.2                -                 50.9
            Foreign governments................          124.5               11.0                 .2              135.3
            Redeemable preferred stock.........          108.1                5.3                8.6              104.8
                                                -----------------  -----------------   ----------------   ---------------
        Total Available for Sale...............  $    15,284.0      $       748.1       $      132.2       $   15,899.9
                                                =================  =================   ================   ===============
        Equity Securities:
          Common stock.........................  $        97.3      $        49.1       $       18.0       $      128.4
                                                =================  =================   ================   ===============
</TABLE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach, including provisions for credit risk, generally based upon the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        value for equity  securities,  substantially  all of which do not have a
        readily  ascertainable market value, has been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1996 and 1995,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,915.7 million and $3,748.9 million,  respectively, had estimated fair
        values of $4,024.6 million and $3,981.8 million, respectively.

                                      F-14
<PAGE>

        The contractual maturity of bonds at December 31, 1996 is shown below:

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

        Due in one year or less...........  $      539.6       $      542.5
        Due in years two through five.....       2,776.2            2,804.0
        Due in years six through ten......       6,044.7            6,158.1
        Due after ten years...............       6,203.7            6,430.3
        Mortgage-backed securities........       2,015.9            2,006.8
                                           ----------------   -----------------
        Total.............................  $   17,580.1       $   17,941.7
                                           ================   =================

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

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1996,  approximately 14.20% of the $17,563.7 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
        than investment grade.

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

        The Company has  restructured  or  modified  the terms of certain  fixed
        maturity  investments.  The fixed maturity  portfolio includes amortized
        costs of $5.5  million and $15.9  million at December 31, 1996 and 1995,
        respectively,  of such  restructured  securities.  These amounts include
        fixed  maturities  which are in default as to principal  and/or interest
        payments,  are to be restructured pursuant to commenced  negotiations or
        where the  borrowers  went into  bankruptcy  subsequent  to  acquisition
        (collectively,  "problem  fixed  maturities")  of $2.2  million and $1.6
        million as of December 31, 1996 and 1995,  respectively.  Gross interest
        income that would have been  recorded in  accordance  with the  original
        terms of restructured  fixed maturities  amounted to $1.4 million,  $3.0
        million and $7.5  million in 1996,  1995 and 1994,  respectively.  Gross
        interest  income on these fixed  maturities  included in net  investment
        income  aggregated $1.3 million,  $2.9 million and $6.8 million in 1996,
        1995 and 1994, respectively.

                                      F-15
<PAGE>

        Investment valuation allowances and changes thereto are shown below:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Balances, beginning of year........................  $       325.3       $      284.9       $      355.6
        SFAS No. 121 release...............................         (152.4)               -                  -
        Additions charged to income........................          125.0              136.0               51.0
        Deductions for writedowns and
          asset dispositions...............................         (160.8)             (95.6)            (121.7)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       137.1       $      325.3       $      284.9
                                                            =================   ================   =================
        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        50.4       $       65.5       $       64.2
          Equity real estate...............................           86.7              259.8              220.7
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       137.1       $      325.3       $      284.9
                                                            =================   ================   =================
</TABLE>

        At December 31, 1996, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $25.0 million
        of fixed maturities and $2.6 million of mortgage loans on real estate.

        At  December  31,  1996 and 1995,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $12.4  million  (0.4% of total
        mortgage loans on real estate) and $87.7 million (2.4% of total mortgage
        loans on real estate), respectively.

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $388.3
        million and $531.5 million at December 31, 1996 and 1995,  respectively.
        These amounts include $1.0 million and $3.8 million of problem  mortgage
        loans on real estate at December 31, 1996 and 1995, respectively.  Gross
        interest income on restructured mortgage loans on real estate that would
        have been recorded in accordance  with the original  terms of such loans
        amounted to $35.5 million, $52.1 million and $44.9 million in 1996, 1995
        and 1994, respectively. Gross interest income on these loans included in
        net investment income aggregated $28.2 million,  $37.4 million and $32.8
        million in 1996, 1995 and 1994, respectively.

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

<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,
                                                                            ----------------------------------------
                                                                                   1996                 1995
                                                                            -------------------  -------------------
                                                                                         (IN MILLIONS)

        <S>                                                                 <C>                  <C>           
        Impaired mortgage loans with provision for losses..................  $        340.0       $        310.1
        Impaired mortgage loans with no provision for losses...............           122.3                160.8
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           462.3                470.9
        Provision for losses...............................................            46.4                 62.7
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        415.9       $        408.2
                                                                            ===================  ===================
</TABLE>

        Impaired mortgage loans with no provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure impairment is recorded on a

                                      F-16
<PAGE>

        cash basis.  Interest  income on loans where the present value method is
        used to measure  impairment is accrued on the net carrying  value amount
        of the loan at the  interest  rate  used to  discount  the  cash  flows.
        Changes in the present  value  attributable  to changes in the amount or
        timing of  expected  cash  flows are  reported  as  investment  gains or
        losses.

        During  1996 and 1995,  respectively,  the  Company's  average  recorded
        investment  in  impaired  mortgage  loans was $552.1  million and $429.0
        million.  Interest  income  recognized on these impaired  mortgage loans
        totaled $38.8 million and $27.9 million for 1996 and 1995, respectively,
        including $17.9 million and $13.4 million recognized on a cash basis.

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1996 and 1995,  the  carrying  value of equity real estate
        available  for sale  amounted  to $345.6  million  and  $255.5  million,
        respectively.  For 1996,  1995 and 1994,  respectively,  real  estate of
        $58.7  million,  $35.3  million  and  $189.8  million  was  acquired  in
        satisfaction  of debt. At December 31, 1996 and 1995,  the Company owned
        $771.7 million and $862.7 million, respectively, of real estate acquired
        in satisfaction of debt.

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $587.5
        million and $662.4 million at December 31, 1996 and 1995,  respectively.
        Depreciation  expense  on real  estate  totaled  $91.8  million,  $121.7
        million and $117.0 million for 1996, 1995 and 1994,  respectively.  As a
        result  of  the   implementation   of  SFAS  No.  121,  during  1996  no
        depreciation  expense has been  recorded on real  estate  available  for
        sale.

                                      F-17
<PAGE>

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial  information of real estate joint ventures
        (34 and 38  individual  ventures  as of  December  31,  1996  and  1995,
        respectively) and of limited  partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
        follows:

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1996                1995
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
        <S>                                                                     <C>                <C>         
        FINANCIAL POSITION
        Investments in real estate, at depreciated cost........................  $    1,883.7       $    2,684.1
        Investments in securities, generally at estimated fair value...........       2,430.6            2,459.8
        Cash and cash equivalents..............................................          98.0              489.1
        Other assets...........................................................         427.0              270.8
                                                                                ----------------   -----------------
        Total assets...........................................................       4,839.3            5,903.8
                                                                                ----------------   -----------------
        Borrowed funds - third party...........................................       1,574.3            1,782.3
        Borrowed funds - the Company...........................................         137.9              220.5
        Other liabilities......................................................         415.8              593.9
                                                                                ----------------   -----------------
        Total liabilities......................................................       2,128.0            2,596.7
                                                                                ----------------   -----------------

        Partners' Capital......................................................  $    2,711.3       $    3,307.1
                                                                                ================   =================

        Equity in partners' capital included above.............................  $      806.8       $      902.2
        Equity in limited partnership interests not included above.............         201.8              212.8
        Other..................................................................           9.8                8.9
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $    1,018.4       $    1,123.9
                                                                                ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       348.9       $      463.5       $      537.7
        Revenues of other limited partnership interests....          386.1              242.3              103.4
        Interest expense - third party.....................         (111.0)            (135.3)            (114.9)
        Interest expense - the Company.....................          (30.0)             (41.0)             (36.9)
        Other expenses.....................................         (282.5)            (397.7)            (430.9)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       311.5       $      131.8       $       58.4
                                                            =================   ================   =================
        Equity in net earnings included above..............  $        73.9       $       49.1       $       18.9
        Equity in net earnings of limited partnerships
          interests not included above.....................           35.8               44.8               25.3
        Other..............................................             .9                1.0                1.8
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $       110.6       $       94.9       $       46.0
                                                            =================   ================   =================
</TABLE>

                                      F-18
<PAGE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:

<TABLE>
<CAPTION>
                                                   1996               1995                1994
                                             -----------------   ----------------   -----------------
                                                                  (IN MILLIONS)

        <S>                                  <C>                 <C>                <C>         
        Fixed maturities....................  $     1,307.4       $    1,151.1       $    1,036.5
        Mortgage loans on real estate.......          303.0              329.0              385.7
        Equity real estate..................          442.4              560.4              561.8
        Other equity investments............           94.3               76.9               36.1
        Policy loans........................          160.3              144.4              122.7
        Other investment income.............          217.4              273.0              322.4
                                             -----------------   ----------------   -----------------

          Gross investment income...........        2,524.8            2,534.8            2,465.2
                                             -----------------   ----------------   -----------------

          Investment expenses...............          348.9              446.6              466.6
                                             -----------------   ----------------   -----------------

        Net Investment Income...............  $     2,175.9       $    2,088.2       $    1,998.6
                                             =================   ================   =================

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

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

        <S>                                                 <C>                 <C>                <C>          
        Fixed maturities...................................  $        60.5       $      119.9       $      (14.3)
        Mortgage loans on real estate......................          (27.3)             (40.2)             (43.1)
        Equity real estate.................................          (79.7)             (86.6)              20.6
        Other equity investments...........................           18.9               12.8               75.9
        Issuance and sales of Alliance Units...............           20.6                -                 52.4
        Other..............................................           (2.8)               (.6)                .3
                                                            -----------------   ----------------   -----------------
        Investment (Losses) Gains, Net.....................  $        (9.8)      $        5.3       $       91.8
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $29.9 million,  $46.7 million
        and $30.8 million for 1996, 1995 and 1994, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted to $23.7 million for the year ended December 31, 1996.

        For 1996,  1995 and 1994,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $8,353.5
        million,  $8,206.0 million and $5,253.9  million.  Gross gains of $154.2
        million,  $211.4  million and $65.2  million  and gross  losses of $92.7
        million, $64.2 million and $50.8 million, respectively, were realized on
        these sales. The change in unrealized  investment (losses) gains related
        to fixed maturities  classified as available for sale for 1996, 1995 and
        1994  amounted  to  $(258.0)  million,  $1,077.2  million  and  $(742.2)
        million, respectively.

        During  each  of 1995  and  1994,  one  security  classified  as held to
        maturity was sold.  During the eleven months ended November 30, 1995 and
        the  year  ended  December  31,  1994,  respectively,   twelve  and  six
        securities  so  classified  were  transferred  to the available for sale
        portfolio.  All  actions  were  taken  as  a  result  of  a  significant
        deterioration in creditworthiness.  The aggregate amortized costs of the
        securities  sold were $1.0  million  and  $19.9  million  with a related
        investment  gain of $-0- million and $.8 million  recognized in 1995 and
        1994,  respectively;  the  aggregate  amortized  cost of the  securities
        transferred  was $116.0 million and $42.8 million with gross  unrealized
        investment   losses  of  $3.2  million  and  $3.1  million   charged  to
        consolidated  shareholder's  equity for the eleven months ended November
        30, 1995 and the year ended December 31,

                                      F-19
<PAGE>

        1994,  respectively.  On  December  1,  1995,  the  Company  transferred
        $4,794.9  million of  securities  classified  as held to maturity to the
        available for sale  portfolio.  As a result,  unrealized  gains on fixed
        maturities  increased  $395.6 million,  offset by DAC of $126.5 million,
        amounts  attributable to participating  group annuity contracts of $39.2
        million and deferred Federal income taxes of $80.5 million.

        For 1996,  1995 and 1994,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $136.7  million,  $131.2
        million and $175.8 million, respectively.

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  which will be determined  at a later date.  The excess of
        the purchase price,  including  acquisition costs and minority interest,
        over the fair value of Cursitor's  net assets  acquired  resulted in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3  million,  respectively,   which  are  being  amortized  over  the
        estimated useful lives of 20 years. The Company recognized an investment
        gain of $20.6  million as a result of the issuance of Alliance  Units in
        this  transaction.  At December 31,  1996,  the  Company's  ownership of
        Alliance Units was approximately 57.3%.

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

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

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

        <S>                                                 <C>                 <C>                <C>         
        Balance, beginning of year as restated.............  $       396.5       $     (220.5)      $      144.6
        Changes in unrealized investment (losses) gains....         (297.6)           1,198.9             (856.7)
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........            -                (78.1)              40.8
            DAC............................................           42.3             (216.8)             273.6
            Deferred Federal income taxes..................           48.7             (287.0)             177.2
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       189.9       $      396.5       $     (220.5)
                                                            =================   ================   =================
        Balance, end of year comprises:
          Unrealized investment gains (losses) on:
            Fixed maturities...............................  $       357.8       $      615.9       $     (461.3)
            Other equity investments.......................           31.6               31.1                7.7
            Other, principally Closed Block................           53.1               93.1               (5.1)
                                                            -----------------   ----------------   -----------------
              Total........................................          442.5              740.1             (458.7)
          Amounts of unrealized investment (gains)
            losses attributable to:
              Participating group annuity contracts........          (72.2)             (72.2)               5.9
              DAC..........................................          (52.0)             (94.3)             122.4
              Deferred Federal income taxes................         (128.4)            (177.1)             109.9
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       189.9       $      396.5       $     (220.5)
                                                            =================   ================   =================
</TABLE>

                                      F-20
<PAGE>

 6)     CLOSED BLOCK

        Summarized financial information of the Closed Block follows:

<TABLE>
<CAPTION>
                                                                                     DECEMBER 31,
                                                                         --------------------------------------
                                                                               1996                 1995
                                                                         -----------------    -----------------
                                                                                     (IN MILLIONS)
        <S>                                                              <C>                  <C>         
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $3,820.7 and $3,662.8)......................................  $    3,889.5         $    3,896.2
        Mortgage loans on real estate...................................       1,380.7              1,368.8
        Policy loans....................................................       1,765.9              1,797.2
        Cash and other invested assets..................................         336.1                440.9
        DAC.............................................................         876.5                792.6
        Other assets....................................................         246.3                286.4
                                                                         -----------------    -----------------
        Total Assets....................................................  $    8,495.0         $    8,582.1
                                                                         =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances......  $    8,999.7         $    8,923.5
        Other liabilities...............................................          91.6                297.9
                                                                         -----------------    -----------------
        Total Liabilities...............................................  $    9,091.3         $    9,221.4
                                                                         =================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Revenues
        Premiums and other revenue.........................  $       724.8       $      753.4       $      798.1
        Investment income (net of investment
          expenses of $27.3, $26.7 and $19.0)..............          546.6              538.9              523.0
        Investment losses, net.............................           (5.5)             (20.2)             (24.0)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,265.9            1,272.1            1,297.1
                                                            -----------------   ----------------   -----------------
        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,106.3            1,077.6            1,121.6
        Other operating costs and expenses.................           34.6               51.3               38.5
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,140.9            1,128.9            1,160.1
                                                            -----------------   ----------------   -----------------
        Contribution from the Closed Block.................  $       125.0       $      143.2       $      137.0
                                                            =================   ================   =================
</TABLE>

        In the fourth quarter of 1996,  the Company  adopted SFAS No. 120, which
        prescribes the accounting  for individual  participating  life insurance
        contracts,  most  of  which  are  included  in  the  Closed  Block.  The
        implementation of SFAS No. 120 resulted in an increase (decrease) in the
        contribution  from the Closed Block of $27.5 million,  $18.8 million and
        $(14.0) million in 1996, 1995 and 1994, respectively.

        The fixed  maturity  portfolio,  based on amortized  cost,  includes $.4
        million and $4.3 million at December 31, 1996 and 1995, respectively, of
        restructured  securities  which includes problem fixed maturities of $.3
        million and $1.9 million, respectively.

                                      F-21
<PAGE>

        During  the  eleven  months  ended   November  30,  1995,  one  security
        classified as held to maturity was sold and ten securities classified as
        held to maturity were  transferred to the available for sale  portfolio.
        All actions resulted from significant deterioration in creditworthiness.
        The amortized cost of the security sold was $4.2 million.  The aggregate
        amortized  cost of the  securities  transferred  was $81.3  million with
        gross unrealized investment losses of $.1 million transferred to equity.
        At December 1, 1995,  $1,750.7 million of securities  classified as held
        to maturity were  transferred to the available for sale portfolio.  As a
        result,  unrealized  gains of $88.5  million  on fixed  maturities  were
        recognized, offset by DAC amortization of $52.6 million.

        At December 31, 1996 and 1995, problem mortgage loans on real estate had
        an amortized cost of $4.3 million and $36.5 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured had an amortized cost of $114.2 million and $137.7 million,
        respectively.  At December 31, 1996 and 1995, the restructured  mortgage
        loans on real estate  amount  included  $.7  million  and $8.8  million,
        respectively, of problem mortgage loans on real estate.

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

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                   ------------------------------------
                                                                        1996                1995
                                                                   ----------------   -----------------
                                                                              (IN MILLIONS)

        <S>                                                        <C>                <C>
        Impaired mortgage loans with provision for losses.........  $       128.1      $       106.8
        Impaired mortgage loans with no provision for losses......             .6               10.1
                                                                   ----------------   -----------------
        Recorded investment in impaired mortgages.................          128.7              116.9
        Provision for losses......................................           12.9               17.9
                                                                   ----------------   -----------------
        Net Impaired Mortgage Loans...............................  $       115.8      $        99.0
                                                                   ================   =================
</TABLE>

        During 1996 and 1995, respectively,  the Closed Block's average recorded
        investment  in  impaired  mortgage  loans was $153.8  million and $146.9
        million,  respectively.  Interest  income  recognized on these  impaired
        mortgage loans totaled $10.9 million and $5.9 million for 1996 and 1995,
        respectively,  including  $4.7 million and $1.3 million  recognized on a
        cash basis.

        Valuation  allowances  amounted to $13.8  million  and $18.4  million on
        mortgage  loans on real  estate  and $3.7  million  and $4.3  million on
        equity  real  estate  at  December  31,  1996  and  1995,  respectively.
        Writedowns of fixed maturities amounted to $12.8 million,  $16.8 million
        and $15.9 million for 1996, 1995 and 1994,  respectively.  As of January
        1, 1996,  the  adoption of SFAS No. 121 resulted in the  recognition  of
        impairment losses of $5.6 million on real estate held and used.

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

                                      F-22
<PAGE>

 7)     DISCONTINUED OPERATIONS

        Summarized financial information of the GIC Segment follows:

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                 --------------------------------------
                                                       1996                 1995
                                                 -----------------    -----------------
                                                             (IN MILLIONS)
        <S>                                      <C>                  <C>         
        Assets
        Mortgage loans on real estate...........  $    1,111.1         $    1,485.8
        Equity real estate......................         925.6              1,122.1
        Other invested assets...................         474.0                665.2
        Other assets............................         226.1                579.3
                                                 -----------------    -----------------
        Total Assets............................  $    2,736.8         $    3,852.4
                                                 =================    =================

        Liabilities
        Policyholders' liabilities..............  $    1,335.9         $    1,399.8
        Allowance for future losses.............         262.0                164.2
        Amounts due to continuing operations....         996.2              2,097.1
        Other liabilities.......................         142.7                191.3
                                                 -----------------    -----------------
        Total Liabilities.......................  $    2,736.8         $    3,852.4
                                                 =================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>       
        Revenues
        Investment income (net of investment expenses
          of $127.5, $153.1 and $183.3)....................  $       245.4       $      323.6       $      394.3
        Investment (losses) gains, net.....................          (18.9)             (22.9)              26.8
        Policy fees, premiums and other income.............             .2                 .7                 .4
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          226.7              301.4              421.5
        Benefits and other deductions......................          250.4              326.5              443.2
        Losses charged to allowance for future losses......          (23.7)             (25.1)             (21.7)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax loss from strengthening of the
          allowance for future losses......................         (129.0)               -                  -
        Federal income tax benefit.........................           45.2                -                  -
                                                            -----------------   ----------------   -----------------
        Loss from Discontinued Operations..................  $       (83.8)      $        -         $        -
                                                            =================   ================   =================
</TABLE>

        In  1991,   management  adopted  a  plan  to  discontinue  the  business
        operations  of the GIC  Segment  consisting  of group  non-participating
        Wind-Up Annuities and the GIC lines of business.  The loss allowance and
        premium  deficiency  reserve of $569.6 million provided for in 1991 were
        based on management's best judgment at that time.

        The  Company's  quarterly  process for  evaluating  the loss  provisions
        applies  the current  period's  results of the  discontinued  operations
        against  the  allowance,  re-estimates  future  losses,  and adjusts the
        provisions,  if  appropriate.  Additionally,  as part  of the  Company's
        annual planning  process which takes place in the fourth quarter of each
        year,  investment and benefit cash flow projections are prepared.  These
        updated assumptions and estimates resulted in the need to strengthen the
        loss  provisions by $129.0  million,  resulting in a post-tax  charge of
        $83.8 million to discontinued  operations' results in the fourth quarter
        of 1996.

                                      F-23
<PAGE>

        Management  believes the loss  provisions for Wind-Up  Annuities and GIC
        contracts  at December  31, 1996 are  adequate to provide for all future
        losses;  however,  the  determination  of loss  provisions  continues to
        involve  numerous  estimates  and  subjective  judgments  regarding  the
        expected performance of discontinued operations investment assets. There
        can be no  assurance  the losses  provided  for will not differ from the
        losses  ultimately  realized.  To the  extent  actual  results or future
        projections  of the  discontinued  operations  differ from  management's
        current best estimates and assumptions  underlying the loss  provisions,
        the  difference  would be reflected in the  consolidated  statements  of
        earnings  in  discontinued  operations.  In  particular,  to the  extent
        income, sales proceeds and holding periods for equity real estate differ
        from management's previous assumptions, periodic adjustments to the loss
        provisions are likely to result.

        In January 1995, continuing  operations  transferred $1,215.4 million in
        cash to the GIC  Segment  in  settlement  of its  obligation  to provide
        assets to fund the accumulated deficit of the GIC Segment. Subsequently,
        the  GIC  Segment  remitted  $1,155.4  million  in  cash  to  continuing
        operations in partial  repayment of  borrowings  by the GIC Segment.  No
        gains or losses were  recognized on these  transactions.  Amounts due to
        continuing  operations  at  December  31,  1996,  consisted  of $1,080.0
        million borrowed by the discontinued GIC Segment offset by $83.8 million
        representing an obligation of continuing operations to provide assets to
        fund the accumulated deficit of the GIC Segment.

        Investment  income included $88.2 million of interest income for 1994 on
        amounts due from continuing  operations.  Benefits and other  deductions
        include  $114.3  million,  $154.6 million and $219.7 million of interest
        expense related to amounts borrowed from continuing  operations in 1996,
        1995 and 1994, respectively.

        Valuation  allowances  amounted  to $9.0  million  and $19.2  million on
        mortgage  loans on real estate and $20.4  million  and $77.9  million on
        equity real estate at December  31, 1996 and 1995,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        and used.  Writedowns of fixed maturities amounted to $1.6 million, $8.1
        million and $17.8  million  for 1996,  1995 and 1994,  respectively  and
        writedowns of equity real estate  subsequent to the adoption of SFAS No.
        121 amounted to $12.3 million for 1996.

        The fixed maturity  portfolio,  based on amortized  cost,  includes $6.2
        million and $15.1  million at December 31, 1996 and 1995,  respectively,
        of  restructured   securities.   These  amounts  include  problem  fixed
        maturities  of $.5  million and $6.1  million at  December  31, 1996 and
        1995, respectively.

        At December 31, 1996 and 1995, problem mortgage loans on real estate had
        amortized  costs of $7.9 million and $35.4  million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $208.1 million and $289.3 million,
        respectively.

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

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                 ------------------------------------
                                                                      1996                1995
                                                                 ----------------   -----------------
                                                                            (IN MILLIONS)
        <S>                                                      <C>                <C>          
        Impaired mortgage loans with provision for losses.......  $        83.5      $       105.1
        Impaired mortgage loans with no provision for losses....           15.0               18.2
                                                                 ----------------   -----------------
        Recorded investment in impaired mortgages...............           98.5              123.3
        Provision for losses....................................            8.8               17.7
                                                                 ----------------   -----------------
        Net Impaired Mortgage Loans.............................  $        89.7      $       105.6
                                                                 ================   =================
</TABLE>

                                      F-24
<PAGE>

        During 1996 and 1995, the GIC Segment's  average recorded  investment in
        impaired   mortgage  loans  was  $134.8  million  and  $177.4   million,
        respectively.  Interest  income  recognized on these  impaired  mortgage
        loans  totaled  $10.1  million  and $4.5  million  for  1996  and  1995,
        respectively,  including  $7.5 million and $.4 million  recognized  on a
        cash basis.

        At December  31, 1996 and 1995,  the GIC Segment had $263.0  million and
        $310.9 million, respectively, of real estate acquired in satisfaction of
        debt.

8)      SHORT-TERM AND LONG-TERM DEBT

        Short-term and long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                            --------------------------------------
                                                                  1996                 1995
                                                            -----------------    -----------------
                                                                        (IN MILLIONS)

        <S>                                                 <C>                  <C>       
        Short-term debt....................................  $      174.1         $        -
                                                            -----------------    -----------------
        Long-term debt:
        Equitable Life:
          6.95% surplus notes scheduled to mature 2005.....         399.4                399.3
          7.70% surplus notes scheduled to mature 2015.....         199.6                199.6
          Eurodollar notes, 10.5% due 1997.................           -                   76.2
          Zero coupon note, 11.25% due 1997................           -                  120.1
          Other............................................            .5                 16.3
                                                            -----------------    -----------------
              Total Equitable Life.........................         599.5                811.5
                                                            -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 4.92% - 12.50% due through 2006..         968.6              1,084.4
                                                            -----------------    -----------------
        Alliance:
          Other............................................          24.7                  3.4
                                                            -----------------    -----------------
        Total long-term debt...............................       1,592.8              1,899.3
                                                            -----------------    -----------------
        Total Short-term and Long-term Debt................  $    1,766.9         $    1,899.3
                                                            =================    =================
</TABLE>

        Short-term Debt
        ---------------

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying  interest rates.  The interest rates are
        based on external  indices  dependent  on the type of  borrowing  and at
        December 31, 1996 range from 5.73% (the London  Interbank  Offering Rate
        ("LIBOR") plus 22.5 basis points) to 8.25% (the prime rate).  There were
        no borrowings  outstanding  under this bank credit  facility at December
        31, 1996.

                                      F-25
<PAGE>

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable Life's existing $350.0 million five-year bank credit facility.
        There were no borrowings  outstanding under this program at December 31,
        1996.

        In February 1996,  Alliance entered into a new $250.0 million  five-year
        revolving  credit  facility  with a group of banks  which  replaced  its
        $100.0  million   revolving  credit  facility  and  its  $100.0  million
        commercial  paper  back-up  revolving  credit  facility.  Under  the new
        revolving credit facility, the interest rate, at the option of Alliance,
        is a floating  rate  generally  based upon a defined  prime rate, a rate
        related  to the LIBOR or the  Federal  Funds  rate.  A  facility  fee is
        payable on the total  facility.  The revolving  credit  facility will be
        used to provide back-up  liquidity for commercial paper to be used under
        Alliance's $100.0 million  commercial paper program,  to fund commission
        payments  to  financial  intermediaries  for the  sale of  Class B and C
        shares under Alliance's mutual fund distribution system, and for general
        working  capital  purposes.  As of December 31,  1996,  Alliance had not
        issued any commercial  paper under its $100.0 million  commercial  paper
        program  and  there  were no  borrowings  outstanding  under  Alliance's
        revolving credit facility.

        At December 31, 1996, long-term debt expected to mature in 1997 totaling
        $174.1 million was reclassified as short-term debt.

        Long-term Debt
        --------------

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
        matters. The Company is in compliance with all debt covenants.

        On December 18, 1995,  Equitable Life issued, in accordance with Section
        1307 of the New York  Insurance  Law,  $400.0  million of surplus  notes
        having an interest rate of 6.95%  scheduled to mature in 2005 and $200.0
        million of surplus notes having an interest  rate of 7.70%  scheduled to
        mature  in 2015  (together,  the  "Surplus  Notes").  Proceeds  from the
        issuance  of the  Surplus  Notes  were  $596.6  million,  net of related
        issuance costs.  The unamortized  discount on the Surplus Notes was $1.0
        million at December  31,  1996.  Payments of interest on or principal of
        the Surplus Notes are subject to prior approval by the Superintendent.

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,406.4  million and $1,629.7 million at December 31, 1996
        and 1995, respectively, as collateral for certain long-term debt.

        At December 31, 1996,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1997 and the succeeding
        four years are $494.9  million,  $316.7  million,  $19.7  million,  $5.4
        million, $0 million, respectively, and $946.7 million thereafter.

 9)     FEDERAL INCOME TAXES

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

<TABLE>
<CAPTION>
                                                       1996               1995                1994
                                                 -----------------   ----------------   -----------------
                                                                      (IN MILLIONS)
        <S>                                      <C>                 <C>                <C>         
        Federal income tax expense (benefit):
          Current...............................  $        97.9       $      (11.7)      $        4.0
          Deferred..............................          (88.2)             132.2               96.2
                                                 -----------------   ----------------   -----------------
        Total...................................  $         9.7       $      120.5       $      100.2
                                                 =================   ================   =================
</TABLE>

                                      F-26
<PAGE>

        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
        effects of each are as follows:

<TABLE>
<CAPTION>
                                                       1996               1995                1994
                                                 -----------------   ----------------   -----------------
                                                                      (IN MILLIONS)
        <S>                                      <C>                 <C>                <C>         
        Expected Federal income tax expense.....  $        73.0       $      173.7       $      154.5
        Non-taxable minority interest...........          (28.6)             (22.0)             (17.6)
        Differential earnings amount............            -                  -                (16.8)
        Adjustment of tax audit reserves........            6.9                4.1               (4.6)
        Equity in unconsolidated subsidiaries...          (32.3)             (19.4)             (12.5)
        Other...................................           (9.3)             (15.9)              (2.8)
                                                 -----------------   ----------------   -----------------
        Federal Income Tax Expense..............  $         9.7       $      120.5       $      100.2
                                                 =================   ================   =================
</TABLE>

        Prior  to the  date  of  demutualization,  Equitable  Life  reduced  its
        deduction  for  policyholder  dividends  by  the  differential  earnings
        amount.  This amount was  computed,  for each tax year,  by  multiplying
        Equitable Life's average equity base, as determined for tax purposes, by
        an  estimate  of the excess of an imputed  earnings  rate for stock life
        insurance  companies over the average  mutual life insurance  companies'
        earnings rate. The  differential  earnings  amount for each tax year was
        subsequently recomputed when actual earnings rates were published by the
        Internal Revenue Service.  As a stock life insurance company,  Equitable
        Life no longer is required to reduce its policyholder dividend deduction
        by the differential  earnings amount, but differential  earnings amounts
        for pre-demutualization years were still being recomputed in 1994.

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

<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1996                  December 31, 1995
                                                ---------------------------------  ---------------------------------
                                                    ASSETS         LIABILITIES         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (IN MILLIONS)
        <S>                                     <C>              <C>               <C>               <C>        
        DAC, reserves and reinsurance..........  $       -        $      166.0      $        -        $     304.4
        Investments............................          -               328.6               -              326.9
        Compensation and related benefits......        259.2               -               293.0              -
        Other..................................          -                 1.8               -               32.3
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     259.2      $      496.4      $      293.0      $     663.6
                                                ===============  ================  ===============   ===============
</TABLE>

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

<TABLE>
<CAPTION>
                                                     1996               1995                1994
                                               -----------------   ----------------   -----------------
                                                                    (IN MILLIONS)
        <S>                                    <C>                 <C>                <C>         
        DAC, reserves and reinsurance.........  $      (156.2)      $       63.3       $       12.0
        Investments...........................           78.6               13.0               89.3
        Compensation and related benefits.....           22.3               30.8               10.0
        Other.................................          (32.9)              25.1              (15.1)
                                               -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          (Benefit) Expense...................  $       (88.2)      $      132.2       $       96.2
                                               =================   ================   =================
</TABLE>

                                      F-27
<PAGE>

        The Internal  Revenue Service is in the process of examining the Holding
        Company's  consolidated  Federal  income tax  returns for the years 1989
        through  1991.  Management  believes  these audits will have no material
        adverse effect on the Company's results of operations.

10)     REINSURANCE AGREEMENTS

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies.  The  effect  of  reinsurance  (excluding  group  life and
        health) is summarized as follows:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Direct premiums....................................  $       461.4       $      474.2       $      476.7
        Reinsurance assumed................................          177.5              171.3              180.5
        Reinsurance ceded..................................          (41.3)             (38.7)             (31.6)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       597.6       $      606.8       $      625.6
                                                            =================   ================   =================
        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        48.2       $       44.0       $       27.5
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        54.1       $       48.9       $       20.7
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        32.3       $       28.5       $       25.4
                                                            =================   ================   =================
</TABLE>

        Effective  January 1, 1994, all in force business above $5.0 million was
        reinsured.   During  1996,  the  Company's   retention  limit  on  joint
        survivorship  policies was  increased to $15.0  million.  The  Insurance
        Group also reinsures the entire risk on certain substandard underwriting
        risks as well as in certain other cases.

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $2.4 million,
        $260.6 million and $241.0 million for 1996, 1995 and 1994, respectively.
        Ceded  death and  disability  benefits  totaled  $21.2  million,  $188.1
        million  and  $235.5  million  for 1996,  1995 and  1994,  respectively.
        Insurance liabilities ceded totaled $652.4 million and $724.2 million at
        December 31, 1996 and 1995, respectively.

11)     EMPLOYEE BENEFIT PLANS

        The Company sponsors  qualified and non-qualified  defined benefit plans
        covering   substantially  all  employees  (including  certain  qualified
        part-time employees), managers and certain agents. The pension plans are
        non-contributory.  Equitable  Life's and EREIM's benefits are based on a
        cash balance formula or years of service and final average earnings,  if
        greater,  under certain  grandfathering  rules in the plans.  Alliance's
        benefits  are based on years of  credited  service,  average  final base
        salary and primary  social  security  benefits.  The  Company's  funding
        policy is to make the  minimum  contribution  required  by the  Employee
        Retirement Income Security Act of 1974.

        Components  of net periodic  pension cost (credit) for the qualified and
        non-qualified plans are as follows:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Service cost.......................................  $        33.8       $       30.0       $       30.3
        Interest cost on projected benefit obligations.....          120.8              122.0              111.0
        Actual return on assets............................         (181.4)            (309.2)              24.4
        Net amortization and deferrals.....................           43.4              155.6             (142.5)
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        16.6       $       (1.6)      $       23.2
                                                            =================   ================   =================
</TABLE>

                                      F-28
<PAGE>

        The funded status of the qualified and non-qualified pension plans is as
        follows:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                   ------------------------------------
                                                                        1996                1995
                                                                   ----------------   -----------------
                                                                              (IN MILLIONS)
        <S>                                                        <C>                <C>         
        Actuarial present value of obligations:
          Vested..................................................  $    1,672.2       $    1,642.4
          Non-vested..............................................          10.1               10.9
                                                                   ----------------   -----------------
        Accumulated Benefit Obligation............................  $    1,682.3       $    1,653.3
                                                                   ================   =================
        Plan assets at fair value.................................  $    1,626.0       $    1,503.8
        Projected benefit obligation..............................       1,765.5            1,743.0
                                                                   ----------------   -----------------
        Projected benefit obligation in excess of plan assets.....        (139.5)            (239.2)
        Unrecognized prior service cost...........................         (17.9)             (25.5)
        Unrecognized net loss from past experience different
          from that assumed.......................................         280.0              368.2
        Unrecognized net asset at transition......................           4.7               (7.3)
        Additional minimum liability..............................         (19.3)             (51.9)
                                                                   ----------------   -----------------
        Prepaid Pension Cost......................................  $      108.0       $       44.3
                                                                   ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.5% and 4.25%, respectively,  at December 31, 1996 and
        7.25% and 4.50%,  respectively,  at December 31, 1995.  As of January 1,
        1996 and 1995,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25% and 11%, respectively.

        The  Company  recorded,  as a  reduction  of  shareholder's  equity,  an
        additional minimum pension liability of $12.9 million and $35.1 million,
        net  of  Federal   income   taxes,   at  December  31,  1996  and  1995,
        respectively,   representing  the  excess  of  the  accumulated  benefit
        obligation  over  the fair  value of plan  assets  and  accrued  pension
        liability.

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of Group
        Trusts managed by Alliance.

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $34.7 million,
        $36.4 million and $38.1 million for 1996, 1995 and 1994, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company on or after attaining age
        55 who have at least 10 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1996,  1995 and 1994,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.9  million,  $31.1
        million and $29.8 million, respectively.

                                      F-29
<PAGE>

        The  following  table  sets  forth the  postretirement  benefits  plan's
        status,  reconciled to amounts recognized in the Company's  consolidated
        financial statements:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Service cost.......................................  $         5.3       $        4.0       $        3.9
        Interest cost on accumulated postretirement
          benefits obligation..............................           34.6               34.7               28.6
        Net amortization and deferrals.....................            2.4               (2.3)              (3.9)
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        42.3       $       36.4       $       28.6
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                   ------------------------------------
                                                                        1996                1995
                                                                   ----------------   -----------------
                                                                              (IN MILLIONS)
        <S>                                                        <C>                <C>         
        Accumulated postretirement benefits obligation:
          Retirees................................................  $      381.8       $      391.8
          Fully eligible active plan participants.................          50.7               50.4
          Other active plan participants..........................          60.7               64.2
                                                                   ----------------   -----------------
                                                                           493.2              506.4
        Unrecognized prior service cost...........................          50.5               56.3
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions.......        (150.5)            (181.3)
                                                                   ----------------   -----------------
        Accrued Postretirement Benefits Cost......................  $      393.2       $      381.4
                                                                   ================   =================
</TABLE>

        At January 1, 1994,  medical benefits available to retirees under age 65
        are the same as those offered to active  employees and medical  benefits
        will be limited to 200% of 1993 costs for all participants.

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated   postretirement  benefits  obligation  was  9.5%  in  1996,
        gradually  declining  to 3.5% in the  year  2009  and in 1995  was  10%,
        gradually  declining to 3.5% in the year 2008. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.50%
        and 7.25% at December 31, 1996 and 1995, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1996
        would be  increased  7%.  The  effect  of this  change on the sum of the
        service cost and interest cost would be an increase of 8%.

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        Derivatives
        -----------

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December 31, 1996 was $649.9  million.  The average  unexpired  terms at
        December 31, 1996 range from 2.2 to 2.7 years. At December 31, 1996, the
        cost of  terminating  outstanding  matched  swaps in a loss position was
        $8.3 million and the unrealized  gain on outstanding  matched swaps in a
        gain  position  was $11.4  million.  The  Company  has no  intention  of
        terminating  these  contracts  prior to maturity.  During 1996, 1995 and
        1994, net gains (losses) of $.2 million, $1.4 million and $(.2) million,
        respectively, were recorded in connection with

                                      F-30
<PAGE>

        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
        individual  annuities  contracts.  The outstanding  notional  amounts at
        December 31, 1996 of contracts  purchased and sold were $5,050.0 million
        and $500.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $22.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 3 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
        credited to policyholders' account balances.

        Substantially  all of DLJ's  business  related to  derivatives is by its
        nature  trading  activities  which  are  primarily  for the  purpose  of
        customer  accommodations.  DLJ's derivative activities consist primarily
        of  option  writing  and  trading  in  forward  and  futures  contracts.
        Derivative  financial  instruments  have both  on-and-off  balance sheet
        implications depending on the nature of the contracts. DLJ's involvement
        in swap contracts is not significant.

        Fair Value of Financial Instruments
        -----------------------------------

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

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
        Insurance Group was not material at December 31, 1996 and 1995.

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

        The estimated  fair values for the Company's  liabilities  under GIC and
        association  plan contracts are estimated using  contractual  cash flows
        discounted based on the T. Rowe Price GIC Index Rate for the appropriate
        duration.  For  durations  in excess of the  published  index rate,  the
        appropriate  Treasury  rate is used plus a spread  equal to the  longest
        duration GIC rate spread published.

        The estimated  fair values for those group annuity  contracts  which are
        classified  as  universal  life  type  contracts  are  measured  at  the
        estimated fair value of the underlying assets. The estimated fair values
        for single  premium  deferred  annuities  ("SPDA") are  estimated  using
        projected cash flows discounted at current offering rates. The estimated
        fair values for supplementary contracts not involving life contingencies
        ("SCNILC") and annuities certain are derived using discounted cash flows
        based upon the estimated current offering rate.

        Fair value for  long-term  debt is  determined  using  published  market
        values, where available,  or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate which
        takes  into  account  the level of  current  market  interest  rates and
        collateral  risk. The estimated  fair values for recourse  mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate based
        upon  current  interest  rates of other  companies  with credit  ratings
        similar  to  the  Company.   The  Company's  fair  value  of  short-term
        borrowings approximates their carrying value.

                                      F-31
<PAGE>

        The following  table  discloses  carrying value and estimated fair value
        for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                --------------------------------------------------------------------
                                                              1996                               1995
                                                ---------------------------------  ---------------------------------
                                                   CARRYING         ESTIMATED         Carrying         Estimated
                                                    VALUE          FAIR VALUE          Value           Fair Value
                                                ---------------  ----------------  ---------------   ---------------
                                                                        (IN MILLIONS)
        <S>                                      <C>              <C>               <C>               <C>         
        Consolidated Financial Instruments:
        -----------------------------------
        Mortgage loans on real estate..........  $    3,133.0     $     3,394.6     $     3,638.3     $    3,973.6
        Other joint ventures...................         467.0             467.0             492.7            492.7
        Policy loans...........................       2,196.1           2,221.6           1,976.4          2,057.5
        Policyholders' account balances:
          Association plans....................          78.1              77.3             101.0            100.0
          Group annuity contracts..............       2,141.0           1,954.0           2,335.0          2,395.0
          SPDA.................................       1,062.7           1,065.7           1,265.8          1,272.0
          Annuities certain and SCNILC.........         654.9             736.2             646.4            716.7
        Long-term debt.........................       1,592.8           1,557.7           1,899.3          1,962.9

        Closed Block Financial Instruments:
        -----------------------------------
        Mortgage loans on real estate..........       1,380.7           1,425.6           1,368.8          1,461.4
        Other equity investments...............         105.0             105.0             151.6            151.6
        Policy loans...........................       1,765.9           1,798.0           1,797.2          1,891.4
        SCNILC liability.......................          30.6              34.9              34.8             39.6

        GIC Segment Financial Instruments:
        ----------------------------------
        Mortgage loans on real estate..........       1,111.1           1,220.3           1,485.8          1,666.1
        Fixed maturities.......................          42.5              42.5             107.4            107.4
        Other equity investments...............         300.5             300.5             455.9            455.9
        Guaranteed interest contracts..........         290.7             300.5             329.0            352.0
        Long-term debt.........................         102.1             102.2             135.1            136.0
</TABLE>

13)     COMMITMENTS AND CONTINGENT LIABILITIES

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $244.9 million to affiliated real estate
        joint  ventures;   to  provide  equity   financing  to  certain  limited
        partnerships of $205.8 million at December 31, 1996, under existing loan
        or loan commitment agreements; and to provide short-term financing loans
        which at December 31, 1996 totaled $14.6  million.  Management  believes
        the  Company  will not  incur any  material  losses as a result of these
        commitments.

        Equitable  Life  is the  obligor  under  certain  structured  settlement
        agreements  which  it  had  entered  into  with  unaffiliated  insurance
        companies  and  beneficiaries.  To satisfy its  obligations  under these
        agreements,  Equitable  Life owns  single  premium  annuities  issued by
        previously wholly owned life insurance subsidiaries.  Equitable Life has
        directed  payment  under  these  annuities  to be made  directly  to the
        beneficiaries under the structured settlement  agreements.  A contingent
        liability exists with respect to these agreements  should the previously
        wholly  owned   subsidiaries  be  unable  to  meet  their   obligations.
        Management  believes the satisfaction of those  obligations by Equitable
        Life is remote.

        At December 31, 1996,  the Insurance  Group had $51.6 million of letters
        of credit outstanding.

                                      F-32
<PAGE>

14)     LITIGATION

        A number of lawsuits has been filed against life and health  insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        failure to properly  supervise  agents,  and other matters.  Some of the
        lawsuits have  resulted in the award of  substantial  judgments  against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion in awarding punitive damages.  Equitable Life, EVLICO and The
        Equitable  of  Colorado,  Inc.  ("EOC"),  like  other  life  and  health
        insurers, from time to time are involved in such litigation. To date, no
        such  lawsuit has  resulted in an award or  settlement  of any  material
        amount against the Company.  Among litigations pending against Equitable
        Life,  EVLICO and EOC of the type referred to in this  paragraph are the
        litigations described in the following eight paragraphs.

        An action entitled Golomb et al. v. The Equitable Life Assurance Society
        of the United  States was filed on January  20,  1995 in New York County
        Supreme Court. The action purports to be brought on behalf of a class of
        persons  insured after 1983 under Lifetime  Guaranteed  Renewable  Major
        Medical  Insurance  Policies issued by Equitable Life (the  "policies").
        The complaint  alleges that premium  increases for these  policies after
        1983,  all of which were filed with and  approved  by the New York State
        Insurance  Department  and certain  other state  insurance  departments,
        breached the terms of the policies,  and that statements in the policies
        and  elsewhere  concerning  premium  increases  constituted   fraudulent
        concealment,  misrepresentations  in violation of New York Insurance Law
        Section 4226 and deceptive practices under New York General Business Law
        Section 349. The  complaint  seeks a  declaratory  judgment,  injunctive
        relief  restricting  the  methods  by  which  Equitable  Life  increases
        premiums  on the  policies  in the  future,  a refund of  premiums,  and
        punitive  damages.  Plaintiffs  also have  indicated that they will seek
        damages in an  unspecified  amount.  Equitable Life moved to dismiss the
        complaint  in its entirety on the grounds that it fails to state a claim
        and that  uncontroverted  documentary  evidence  establishes  a complete
        defense to the claims.  On May 29,  1996,  the New York  County  Supreme
        Court  entered a  judgment  dismissing  the  complaint  with  prejudice.
        Plaintiffs have filed a notice of appeal of that judgment.

        In January 1996,  separate  actions were filed in Pennsylvania and Texas
        state courts  (entitled,  respectively,  Malvin et al. v. The  Equitable
        Life  Assurance  Society of the  United  States and Bowler et al. v. The
        Equitable Life Assurance  Society of the United  States),  making claims
        similar  to those in the New York  action  described  above.  The  Texas
        action  also  claims  that  Equitable  Life   misrepresented   to  Texas
        policyholders that the Texas Insurance Department had approved Equitable
        Life's rate increases.  These actions are asserted on behalf of proposed
        classes of Pennsylvania issued or renewed policyholders and Texas issued
        or renewed  policyholders,  insured under the policies. The Pennsylvania
        and Texas actions seek  compensatory and punitive damages and injunctive
        relief  restricting  the  methods  by  which  Equitable  Life  increases
        premiums  in the future  based on the common law and  statutes  of those
        states.  On February 9, 1996,  Equitable  Life removed the  Pennsylvania
        action,  Malvin,  to the  United  States  District  Court for the Middle
        District of  Pennsylvania.  Following  the decision  granting  Equitable
        Life's motion to dismiss the New York action (Golomb), on the consent of
        the  parties  the  District  Court  ordered  an  indefinite  stay of all
        proceedings in the Pennsylvania action,  pending either party's right to
        reinstate the proceeding,  and ordered that for administrative  purposes
        the  case be  deemed  administratively  closed.  On  February  2,  1996,
        Equitable  Life removed the Texas action,  Bowler,  to the United States
        District Court for the Northern  District of Texas. On May 20, 1996, the
        plaintiffs in Bowler  amended their  complaint by adding  allegations of
        misrepresentation   regarding   premium  increases  on  other  types  of
        guaranteed   renewable  major  medical  insurance   policies  issued  by
        Equitable Life up to and including 1983. On July 1, 1996, Equitable Life
        filed a  motion  for  summary  judgment  dismissing  the  first  amended
        complaint in its entirety. In August, 1996, the court granted plaintiffs
        leave to file a supplemental  complaint on behalf of a proposed class of
        Texas policyholders claiming unfair  discrimination,  breach of contract
        and other claims  arising out of alleged  differences  between  premiums
        charged  to  Texas  policyholders  and  premiums  charged  to  similarly
        situated policyholders in New York and certain other states.  Plaintiffs
        seek refunds of alleged  overcharges,  exemplary or  additional  damages
        citing

                                      F-33
<PAGE>

        Texas statutory  provisions  which among other things,  permit two times
        the  amount of  actual  damage  plus  additional  penalties  if the acts
        complained  of are  found  to be  knowingly  committed,  and  injunctive
        relief.  Equitable  Life has also  filed a motion for  summary  judgment
        dismissing the supplemental  complaint in its entirety.  Plaintiffs also
        obtained  permission  to add another  plaintiff to the first amended and
        supplemental  complaints.  Plaintiffs  have  opposed  both  motions  for
        summary  judgment and  requested  that certain  issues be found in their
        favor. Equitable Life is in the process of replying.

        On May 22, 1996, a separate  action  entitled  Bachman v. The  Equitable
        Life Assurance Society of the United States,  was filed in Florida state
        court making claims similar to those in the previously  reported  Golomb
        action.  The Florida action is asserted on behalf of a proposed class of
        Florida  issued  or  renewed  policyholders  insured  after  1983  under
        Lifetime Guaranteed Renewable Major Medical Insurance Policies issued by
        Equitable  Life.  The Florida  action  seeks  compensatory  and punitive
        damages and injunctive relief restricting the methods by which Equitable
        Life  increases  premiums  in the  future  based on  various  common law
        claims.  On June 20, 1996,  Equitable Life removed the Florida action to
        Federal court.  Equitable  Life has answered the complaint,  denying the
        material  allegations and asserting  certain  affirmative  defenses.  On
        December 6, 1996, Equitable Life filed a motion for summary judgment and
        plaintiff is expected to file its response to that motion shortly.

        On November 6, 1996, a proposed class action entitled  Fletcher,  et al.
        v. The Equitable Life Assurance Society of the United States,  was filed
        in California Superior Court for Fresno County, making substantially the
        same allegations  concerning premium rates and premium rate increases on
        guaranteed  renewable  policies made in the Bowler action. The complaint
        alleges,  among other things,  that differentials  between rates charged
        California policyholders and policyholders in New York and certain other
        states,  and the methods  used by Equitable  Life to  calculate  premium
        increases,  breached  the terms of its  policies,  that  Equitable  Life
        misrepresented  and concealed the facts pertaining to such differentials
        and methods in violation of California law, and that Equitable Life also
        misrepresented  that its rate  increases were approved by the California
        Insurance  Department.   Plaintiffs  seek  compensatory  damages  in  an
        unspecified amount,  rescission,  injunctive relief and attorneys' fees.
        Equitable Life removed the action to Federal court;  plaintiff has moved
        to  remand  the  case  to  state  court.  Although  the  outcome  of any
        litigation cannot be predicted with certainty, particularly in the early
        stages of an action, the Company's management believes that the ultimate
        resolution  of  the  Golomb,   Malvin,   Bowler,  Bachman  and  Fletcher
        litigations  should not have a material  adverse effect on the financial
        position of the Company. Due to the early stage of such litigations, the
        Company's management cannot make an estimate of loss, if any, or predict
        whether or not such  litigations  will have a material adverse effect on
        the Company's results of operations in any particular period.

        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole et al. v. The  Equitable  Life  Assurance  Society of the United
        States  and The  Equitable  of  Colorado,  Inc.,  No.  95/108611  (N. Y.
        County).  The action is brought by the  holders of a joint  survivorship
        whole life policy issued by EOC. The action  purports to be on behalf of
        a class  consisting  of all persons who from  January 1, 1984  purchased
        life insurance  policies sold by Equitable Life and EOC based upon their
        allegedly  uniform sales  presentations  and policy  illustrations.  The
        complaint puts in issue various  alleged sales practices that plaintiffs
        assert,  among other things,  misrepresented  the stated number of years
        that the annual premium would need to be paid.  Plaintiffs  seek damages
        in an unspecified  amount,  imposition of a constructive trust, and seek
        to enjoin  Equitable Life and EOC from engaging in the challenged  sales
        practices.  On June 28,  1996,  the court  issued a  decision  and order
        dismissing  with  prejudice  plaintiff's  causes  of action  for  fraud,
        constructive  fraud,  breach of fiduciary duty,  negligence,  and unjust
        enrichment, and dismissing without prejudice plaintiff's cause of action
        under the New York State consumer protection statute. The only remaining
        causes   of  action   are  for   breach  of   contract   and   negligent
        misrepresentation.  Plaintiffs made a motion for reargument with respect
        to this order,  which was submitted to the court in October  1996.  This
        motion was denied by the court on December 16, 1996.

                                      F-34
<PAGE>

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life Assurance  Society of the United  States,  was commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans, State of Louisiana.  The action is brought by an individual who
        purchased  a whole life  policy.  Plaintiff  alleges  misrepresentations
        concerning  the  extent to which  the  policy  was a proper  replacement
        policy and the number of years that the annual  premium would need to be
        paid.  Plaintiff purports to represent a class consisting of all persons
        who  purchased  whole life or universal  life  insurance  policies  from
        Equitable  Life from  January 1, 1982 to the  present.  Plaintiff  seeks
        damages,  including punitive damages,  in an unspecified amount. On July
        26, 1996, an action entitled Michael Bradley v. Equitable  Variable Life
        Insurance Company,  was commenced in New York state court. The action is
        brought by the  holder of a variable  life  insurance  policy  issued by
        EVLICO.  The plaintiff  purports to represent a class  consisting of all
        persons or entities who  purchased one or more life  insurance  policies
        issued by EVLICO  from  January 1,  1980.  The  complaint  puts at issue
        various   alleged  sales   practices   and  alleges   misrepresentations
        concerning  the  extent to which  the  policy  was a proper  replacement
        policy and the number of years that the annual  premium would need to be
        paid.  Plaintiff  seeks  damages,  including  punitive  damages,  in  an
        unspecified  amount and also seeks injunctive relief  prohibiting EVLICO
        from canceling  policies for failure to make premium payments beyond the
        alleged  stated number of years that the annual premium would need to be
        paid. On September 21, 1996 Equitable Life, EVLICO and EOC made a motion
        to have this  proceeding  moved from Kings County  Supreme  Court to New
        York County for joint trial or consolidation  with the Cole action.  The
        motion was denied by the court on January 9, 1997.  On January 10, 1997,
        plaintiffs  moved for  certification of a nationwide class consisting of
        all  persons  or  entities  who  were  sold one or more  life  insurance
        products on a "vanishing premium" basis and/or were allegedly induced to
        purchase  additional   policies  from  EVLICO,   using  the  cash  value
        accumulated  in  existing  policies,  from  January 1, 1980  through and
        including  December 31, 1996.  Plaintiffs  further moved to have Michael
        Bradley  designated  as the class  representative.  Discovery  regarding
        class certification is underway.

        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased  a joint whole life policy  from EOC.  The  complaint  puts at
        issue  various  alleged sales  practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  brings  claims  for  breach  of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's profits from their alleged sales  practices.  Equitable
        Life's  and EOC's time to answer or move with  respect to the  complaint
        has been  extended  until  February  24,  1997.  Although the outcome of
        litigation cannot be predicted with certainty, particularly in the early
        stages of an action, the Company's management believes that the ultimate
        resolution of the Cole,  Duncan,  Bradley and Dillon  litigations should
        not have a material  adverse  effect on the  financial  position  of the
        Company.  Due to the early  stages of such  litigations,  the  Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not any such  litigation  will have a material  adverse effect on the
        Company's results of operations in any particular period.

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991.  The basic  allegation of the amended  complaint is that Equitable
        Life's and EVLICO's agents were trained not to

                                      F-35
<PAGE>

        disclose  fully  that  the  product  being  sold  was  life   insurance.
        Plaintiffs  allege  violations of the Federal  securities  laws and seek
        rescission of the contracts or compensatory  damages and attorneys' fees
        and expenses.  The court denied  Equitable  Life and EVLICO's  motion to
        dismiss the amended complaint on September 24, 1996.  Equitable Life and
        EVLICO  have  answered  the  amended  complaint,  denying  the  material
        allegations and asserting certain affirmative defenses.  Currently,  the
        parties are conducting  discovery in connection with plaintiffs' attempt
        to certify a class.  On January 9, 1997,  an action  entitled  Rosemarie
        Chaviano, individually and on behalf of all others similarly situated v.
        The Equitable Life Assurance Society of the United States, and Equitable
        Variable Life Insurance Company,  was filed in Massachusetts state court
        making  claims  similar  to  those in the  Franze  action  and  alleging
        violations of the Massachusetts  securities laws. The plaintiff purports
        to represent all persons in  Massachusetts  who purchased  variable life
        insurance  contracts from Equitable Life and EVLICO from January 9, 1993
        to  the  present.  The  Massachusetts  action  seeks  rescission  of the
        contracts  or  compensatory  damages,   attorneys'  fees,  expenses  and
        injunctive  relief.  Although  the outcome of any  litigation  cannot be
        predicted with certainty, particularly in the early stages of an action,
        the Company's  management  believes that the ultimate  resolution of the
        litigations  discussed  in this  paragraph  should  not have a  material
        adverse  effect on the  financial  position of the  Company.  Due to the
        early stages of such litigation, the Company's management cannot make an
        estimate of loss, if any, or predict  whether or not any such litigation
        will  have a  material  adverse  effect  on  the  Company's  results  of
        operations in any particular period.

        Equitable Life recently responded to a subpoena from the U.S. Department
        of Labor  ("DOL")  requesting  copies of any  third-party  appraisals in
        Equitable Life's possession  relating to the ten largest  properties (by
        value)  in  the  Prime  Property  Fund  ("PPF").  PPF  is  an  open-end,
        commingled  real estate  separate  account of Equitable Life for pension
        clients.  Equitable  Life  serves as  investment  manager in PPF and has
        retained  EREIM as advisor.  In early 1995, the DOL commenced a national
        investigation  of commingled  real estate funds with pension  investors,
        including PPF. The investigation  now appears to be focused  principally
        on appraisal and valuation procedures in respect of fund properties. The
        most recent request from the DOL seems to reflect,  at least in part, an
        interest in the relationship between the valuations for those properties
        reflected in appraisals  prepared for local property tax proceedings and
        the valuations  used by PPF for other  purposes.  At no time has the DOL
        made any  specific  allegation  that  Equitable  Life or EREIM has acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with  certainty,  in the opinion of management,  the
        ultimate  resolution of this matter  should not have a material  adverse
        effect on the Company's  consolidated  financial  position or results of
        operations in any particular period.

        Equitable  Casualty Insurance Company  ("Casualty"),  an indirect wholly
        owned   subsidiary  of  Equitable  Life,  is  party  to  an  arbitration
        proceeding  that commenced in August 1995.  The proceeding  relates to a
        dispute among Casualty,  Houston  General  Insurance  Company  ("Houston
        General")  and  GEICO  General   Insurance   Company  ("GEICO  General")
        regarding the interpretation of a reinsurance agreement. The arbitration
        panel  issued a final  award in favor of Casualty  and GEICO  General on
        June 17, 1996.  Casualty and GEICO  General  moved in the pending  Texas
        state  court  action,  with  Houston  General's  consent,  for an  order
        confirming the arbitration  award and entering  judgment  dismissing the
        action.  The motion was granted on January 29,  1997.  The parties  have
        also  stipulated to the dismissal  without  prejudice of a related Texas
        Federal court action  brought by Houston  General  against GEICO General
        and Equitable Life. In connection  with  confirmation of the arbitration
        award,  Houston  General  paid to  Casualty  approximately  $839,600  in
        settlement of certain  reimbursement  claims by Casualty against Houston
        General.

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed against the Alliance North American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The  Complaint,  which seeks  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund from March 27, 1992 through December 23, 1994, seeks an unspecified
        amount of damages,  costs,  attorneys'  fees and punitive  damages.  The
        principal  allegations of the Complaint are that the Fund purchased debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that

                                      F-36
<PAGE>

        were not permitted by the Fund's  investment  objective,  and that there
        was no  shareholder  vote to change the  investment  objective to permit
        purchases  in such  amounts.  The  Complaint  further  alleges  that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
        District  Court  for the  Southern  District  of New  York  granted  the
        defendants'  motion to dismiss all counts of the  complaint.  On October
        11, 1996,  plaintiffs filed a motion for  reconsideration of the court's
        decision  granting  defendants'  motion to  dismiss  the  Complaint.  On
        November   25,   1996,   the  court   denied   plaintiffs'   motion  for
        reconsideration.  On October  29,  1996,  plaintiffs  filed a motion for
        leave to file an amended  complaint.  The principal  allegations  of the
        proposed amended  complaint are that the Fund did not properly  disclose
        that it planned to invest in mortgage-backed  derivative  securities and
        that two  advertisements  used by the Fund  misrepresented  the risks of
        investing in the Fund.  Plaintiffs  also  reiterated  allegations in the
        Complaint  that the Fund failed to hedge  against the risks of investing
        in  foreign  securities  despite  representations  that it  would do so.
        Alliance  believes  that the  allegations  in the  Complaint are without
        merit and intends to vigorously  defend against these claims.  While the
        ultimate  outcome  of this  matter  cannot be  determined  at this time,
        management  of  Alliance  does not  expect  that it will have a material
        adverse  effect  on  Alliance's   results  of  operations  or  financial
        condition.

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory  and punitive damages in the United States
        District  Court for the  Southern  District  of New  York.  The suit was
        brought on behalf of the  purchasers  of  126,457  units  consisting  of
        $126,457,000 aggregate principal amount of 13 1/2% senior notes due 2001
        and 126,457 warrants to purchase shares of common stock of Rickel issued
        by Rickel in October 1994. The complaint  alleges  violations of Federal
        securities  laws and common law fraud against DLJSC,  as the underwriter
        of the units and as an owner of 7.3% of the common stock of Rickel,  Eos
        Partners, L.P., and General Electric Capital Corporation, each as owners
        of 44.2% of the  common  stock of  Rickel,  and  members of the Board of
        Directors of Rickel,  including a DLJSC Managing Director. The complaint
        seeks to hold  DLJSC  liable for  alleged  misstatements  and  omissions
        contained  in  the  prospectus  and  registration   statement  filed  in
        connection with the offering of the units,  alleging that the defendants
        knew of financial  losses and a decline in value of Rickel in the months
        prior  to the  offering  and  did not  disclose  such  information.  The
        complaint  also  alleges  that  Rickel  failed  to pay  its  semi-annual
        interest  payment due on the units on December  15, 1995 and that Rickel
        filed a voluntary petition for reorganization  pursuant to Chapter 11 of
        the United States  Bankruptcy Code on January 10, 1996. DLJSC intends to
        defend itself vigorously against all of the allegations contained in the
        complaint.  Although there can be no assurance, DLJ does not believe the
        outcome of this  litigation  will have a material  adverse effect on its
        financial condition. Due to the early stage of this litigation, based on
        the information  currently available to it, DLJ's management cannot make
        an estimate of loss, if any, or predict  whether or not such  litigation
        will have a material  adverse  effect on DLJ's  results of operations in
        any particular period.

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding in the  Bankruptcy  Court for the Northern  District of Texas
        seeking  a   declaratory   judgment  that  the  confirmed  NGC  plan  of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
        class. The Texas State Court action, which

                                      F-37
<PAGE>

        had been removed to the Bankruptcy  Court, has been remanded back to the
        state court,  which remand is being  opposed by DLJSC.  DLJSC intends to
        defend itself vigorously against all of the allegations contained in the
        complaint. Although there can be no assurance, DLJ does not believe that
        the ultimate  outcome of this  litigation  will have a material  adverse
        effect  on its  financial  condition.  Due to the  early  stage  of such
        litigation,  based upon the information currently available to it, DLJ's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not such  litigation  will have a  material  adverse  effect on DLJ's
        results of operations in any particular period.

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the Federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained in the  prospectus  dated  November 9, 1994.  DLJSC
        intends  to defend  itself  vigorously  against  all of the  allegations
        contained in the  complaints.  Although  there can be no assurance,  DLJ
        does not believe that the ultimate  outcome of this litigation will have
        a material adverse effect on its financial  condition.  Due to the early
        stage of this litigation, based upon the information currently available
        to it,  DLJ's  management  cannot make an  estimate of loss,  if any, or
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

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

15)     LEASES

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1997 and the succeeding four years are $113.7 million, $110.6
        million, $100.3 million, $72.3 million, $59.3 million and $427.3 million
        thereafter. Minimum future sublease rental income on these noncancelable
        leases for 1997 and the  succeeding  four years are $9.8  million,  $6.0
        million,  $4.5  million,  $2.4  million,  $.8  million  and $.1  million
        thereafter.

        At December 31, 1996, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $263.0 million, $242.1 million, $219.8
        million, $194.3 million, $174.6 million and $847.1 million thereafter.

                                      F-38
<PAGE>

16)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Compensation costs.................................  $       647.3       $      595.9       $      687.5
        Commissions........................................          329.5              314.3              313.0
        Short-term debt interest expense...................            8.0               11.4               19.0
        Long-term debt interest expense....................          137.3              108.1               98.3
        Amortization of policy acquisition costs...........          405.2              317.8              313.4
        Capitalization of policy acquisition costs.........         (391.9)            (391.0)            (410.9)
        Rent expense, net of sub-lease income..............          113.7              109.3              116.0
        Other..............................................          798.9              710.0              721.4
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,048.0       $    1,775.8       $    1,857.7
                                                            =================   ================   =================
</TABLE>

        During 1996, 1995 and 1994, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $24.4   million,   $32.0  million  and  $20.4   million,
        respectively.  The  amounts  paid  during  1996,  associated  with  cost
        reduction  programs,  totaled $17.7  million.  At December 31, 1996, the
        liabilities  associated with cost reduction  programs  amounted to $44.5
        million.  The 1996 cost reduction program included  restructuring  costs
        related to the consolidation of insurance  operations'  service centers.
        The 1995 cost reduction program included relocation expenses,  including
        the accelerated  amortization of building  improvements  associated with
        the  relocation  of the home  office.  The 1994 cost  reduction  program
        included costs  associated with the termination of operating  leases and
        employee  severance  benefits in connection with the consolidation of 16
        insurance agencies. Amortization of DAC included $145.0 million writeoff
        of DAC related to DI contracts in the fourth quarter of 1996.

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financia1
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1996, 1995 and 1994,  statutory net
        (loss) earnings  totaled  $(351.1)  million,  $(352.4) million and $67.5
        million,  respectively.  No amounts  are  expected to be  available  for
        dividends from Equitable Life to the Holding Company in 1997.

        At December 31, 1996, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $21.9  million  of  securities
        deposited with such government or state agencies.

                                      F-39
<PAGE>

        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances   from  GAAP.   The  New  York   Insurance   Department   (the
        "Department")   recognizes  only  statutory   accounting  practices  for
        determining  and  reporting  the  financial  condition  and  results  of
        operations of an insurance  company,  for determining its solvency under
        the New York  Insurance Law, and for  determining  whether its financial
        condition  warrants  the payment of a dividend to its  stockholders.  No
        consideration  is  given  by  the  Department  to  financial  statements
        prepared  in  accordance  with GAAP in making such  determinations.  The
        following  reconciles  the  Company's  statutory  change in surplus  and
        capital  stock and  statutory  surplus and capital  stock  determined in
        accordance with accounting  practices  prescribed by the Department with
        net earnings and equity on a GAAP basis.

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Net change in statutory surplus and capital stock..  $        56.0       $       78.1       $      292.4
        Change in asset valuation reserves.................          (48.4)             365.7             (285.2)
                                                            -----------------   ----------------   -----------------
        Net change in statutory surplus, capital stock
          and asset valuation reserves.....................            7.6              443.8                7.2
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................         (298.5)             (66.0)              (5.3)
          DAC..............................................          (13.3)              73.2               97.5
          Deferred Federal income taxes....................          108.0             (158.1)             (58.7)
          Valuation of investments.........................          289.8              189.1               45.2
          Valuation of investment subsidiary...............         (117.7)            (188.6)             396.6
          Limited risk reinsurance.........................           92.5              416.9               74.9
          Contribution from the Holding Company............            -                  -               (300.0)
          Issuance of surplus notes........................            -               (538.9)               -
          Postretirement benefits..........................           28.9              (26.7)              17.1
          Other, net.......................................           12.4              115.1              (44.0)
          GAAP adjustments of Closed Block.................           (9.8)              15.7               (9.5)
          GAAP adjustments of discontinued GIC
            Segment........................................          (89.6)              37.3               42.8
                                                            -----------------   ----------------   -----------------
        Net Earnings of the Insurance Group................  $        10.3       $      312.8       $      263.8
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Statutory surplus and capital stock................  $     2,258.9       $    2,202.9       $    2,124.8
        Asset valuation reserves...........................        1,297.5            1,345.9              980.2
                                                            -----------------   ----------------   -----------------
        Statutory surplus, capital stock and asset
          valuation reserves...............................        3,556.4            3,548.8            3,105.0
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................       (1,305.0)          (1,006.5)            (940.5)
          DAC..............................................        3,104.9            3,075.8            3,219.4
          Deferred Federal income taxes....................         (306.1)            (452.0)             (29.4)
          Valuation of investments.........................          286.8              417.7             (794.1)
          Valuation of investment subsidiary...............         (782.8)            (665.1)            (476.5)
          Limited risk reinsurance.........................         (336.5)            (429.0)            (845.9)
          Issuance of surplus notes........................         (539.0)            (538.9)               -
          Postretirement benefits..........................         (314.4)            (343.3)            (316.6)
          Other, net.......................................          126.3                4.4              (79.2)
          GAAP adjustments of Closed Block.................          783.7              830.8              740.4
          GAAP adjustments of discontinued GIC
            Segment........................................         (190.3)            (184.6)            (221.9)
                                                            -----------------   ----------------   -----------------
        Equity of the Insurance Group......................  $     4,084.0       $    4,258.1       $    3,360.7
                                                            =================   ================   =================
</TABLE>

                                      F-40
<PAGE>

18)     BUSINESS SEGMENT INFORMATION

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
        Information for all periods is presented on a comparable basis.

        The  Insurance  Operations  segment  offers a  variety  of  traditional,
        variable and  interest-sensitive  life  insurance  products,  disability
        income,  annuity products,  mutual fund and other investment products to
        individuals and small groups and administers  traditional  participating
        group  annuity  contracts  with  conversion   features,   generally  for
        corporate  qualified  pension plans, and association plans which provide
        full  service  retirement  programs  for  individuals   affiliated  with
        professional  and trade  associations.  This segment  includes  Separate
        Accounts for individual insurance and annuity products.

        The Investment  Services  segment  provides  investment fund management,
        primarily to institutional  clients. This segment includes the Company's
        equity  interest in DLJ and  Separate  Accounts  which  provide  various
        investment  options for group  clients  through  pooled or single  group
        accounts.

        Intersegment  investment advisory and other fees of approximately $127.5
        million,  $124.1  million and $135.3  million  for 1996,  1995 and 1994,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding amounts related to the discontinued GIC
        Segment of $15.7 million, $14.7 million and $27.4 million for 1996, 1995
        and 1994, respectively, are eliminated in consolidation.

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Revenues
        Insurance operations...............................  $     3,742.9       $    3,614.6       $    3,507.4
        Investment services................................        1,126.1              949.1              935.2
        Consolidation/elimination..........................          (24.5)             (34.9)             (27.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     4,844.5       $    4,528.8       $    4,415.4
                                                            =================   ================   =================
        Earnings (loss) from continuing  operations
          before Federal income taxes, minority interest
          and cumulative effect of accounting change
        Insurance operations...............................  $       (36.6)      $      303.1       $      327.5
        Investment services................................          311.9              224.0              227.9
        Consolidation/elimination..........................             .2               (3.1)                .3
                                                            -----------------   ----------------   -----------------
              Subtotal.....................................          275.5              524.0              555.7
        Corporate interest expense.........................          (66.9)             (27.9)            (114.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       208.6       $      496.1       $      441.5
                                                            =================   ================   =================
</TABLE>

                                                   DECEMBER 31,
                                        ------------------------------------
                                             1996                1995
                                        ----------------   -----------------
                                                   (IN MILLIONS)

        Assets
        Insurance operations...........  $    60,464.9      $    56,720.5
        Investment services............       13,542.5           12,842.9
        Consolidation/elimination......         (399.6)            (354.4)
                                        ----------------   -----------------
        Total..........................  $    73,607.8      $    69,209.0
                                        ================   =================

                                      F-41
<PAGE>

19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The quarterly  results of operations  for 1996 and 1995,  are summarized
        below:

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                       ------------------------------------------------------------------------------
                                           MARCH 31           JUNE 30           SEPTEMBER 30          DECEMBER 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                        (IN MILLIONS)
        <S>                            <C>                <C>                 <C>                  <C>         
        1996
        ----
        Total Revenues................  $     1,169.7      $     1,193.6       $    1,193.6         $    1,287.6
                                       =================  =================   ==================   ==================
        Earnings (Loss) from
          Continuing Operations
          before Cumulative Effect
          of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)
                                       =================  =================   ==================   ==================
        Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)
                                       =================  =================   ==================   ==================
        1995
        ----
        Total Revenues................  $     1,079.1      $     1,164.0       $    1,138.8         $    1,146.9
                                       =================  =================   ==================   ==================
        Net Earnings..................  $        66.3      $       101.7       $      100.2         $       44.6
                                       =================  =================   ==================   ==================
</TABLE>

        The quarterly results of operations for 1996 and 1995 have been restated
        to reflect the Company's accounting change adopted in the fourth quarter
        of 1996 for  long-duration  participating  life  contracts in accordance
        with the  provisions  prescribed  by SFAS No. 120.  Net earnings for the
        three months ended December 31, 1996 includes a charge of $339.3 million
        related to writeoffs of DAC on DI  contracts of $94.3  million,  reserve
        strengthening  on DI  business of $113.7  million,  pension par of $47.5
        million and the discontinued GIC Segment of $83.8 million.

20)     INVESTMENT IN DLJ

        On December  15,  1993,  the Company  sold a 61%  interest in DLJ to the
        Holding Company for $800.0 million in cash and securities. The excess of
        the  proceeds  over the book  value in DLJ at the date of sale of $340.2
        million  has been  reflected  as a capital  contribution.  In 1995,  DLJ
        completed the initial public offering ("IPO") of 10.58 million shares of
        its common stock,  which included 7.28 million of the Holding  Company's
        shares in DLJ,  priced at $27 per share.  Concurrent  with the IPO,  the
        Company  contributed  equity  securities to DLJ having a market value of
        $21.2  million.  Upon  completion  of the IPO, the  Company's  ownership
        percentage was reduced to 36.1%. The Company's  ownership  interest will
        be further  reduced  upon the issuance of common stock after the vesting
        of forfeitable restricted stock units acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

                                      F-42
<PAGE>

        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
        Company's carrying value of DLJ, are as follows:

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1996                1995
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
        <S>                                                                     <C>                <C>         
        Assets:
        Trading account securities, at market value............................  $   15,728.1       $   10,821.3
        Securities purchased under resale agreements...........................      20,598.7           18,748.2
        Broker-dealer related receivables......................................      16,525.9           13,023.7
        Other assets...........................................................       2,651.0            1,983.3
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   55,503.7       $   44,576.5
                                                                                ================   =================
        Liabilities:
        Securities sold under repurchase agreements............................  $   29,378.3       $   26,744.8
        Broker-dealer related payables.........................................      19,409.7           12,915.5
        Short-term and long-term debt..........................................       2,704.5            1,742.0
        Other liabilities......................................................       2,164.0            1,750.5
                                                                                ----------------   -----------------
        Total liabilities......................................................      53,656.5           43,152.8
        Cumulative exchangeable preferred stock................................           -                225.0
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0                -
        Total shareholders' equity.............................................       1,647.2            1,198.7
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   55,503.7       $   44,576.5
                                                                                ================   =================
        DLJ's equity as reported...............................................  $    1,647.2       $    1,198.7
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.9               40.5
        The Holding Company's equity ownership in DLJ..........................        (590.2)            (499.0)
        Minority interest in DLJ...............................................        (588.6)            (324.3)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      492.3       $      415.9
                                                                                ================   =================
</TABLE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:

<TABLE>
<CAPTION>
                                                                                     1996                1995
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
        <S>                                                                     <C>                <C>         
        Commission, fees and other income......................................  $    1,818.2       $    1,325.9
        Net investment income..................................................       1,074.2              904.1
        Dealer, trading and investment gains, net..............................         598.4              528.6
                                                                                ----------------   -----------------
        Total revenues.........................................................       3,490.8            2,758.6
        Total expenses including income taxes..................................       3,199.5            2,579.5
                                                                                ----------------   -----------------
        Net earnings...........................................................         291.3              179.1
        Dividends on preferred stock...........................................          18.7               19.9
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      272.6       $      159.2
                                                                                ================   =================
        DLJ's earnings applicable to common shares as reported.................  $      272.6       $      159.2
        Amortization of cost in excess of net assets acquired in 1985..........          (3.1)              (3.9)
        The Holding Company's equity in DLJ's earnings.........................        (107.8)             (90.4)
        Minority interest in DLJ...............................................         (73.4)              (6.5)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $       88.3       $       58.4
                                                                                ================   =================
</TABLE>

                                      F-43
<PAGE>

21)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for certain employees.  The Company elected to continue to account
        for stock-based compensation using the intrinsic value method prescribed
        in APB Opinion No. 25. Had  compensation  expense of the Company's stock
        option  incentive plans for options granted after December 31, 1994 been
        determined  based on the  estimated  fair  value at the grant  dates for
        awards under those plans,  the Company's pro forma net earnings for 1996
        and 1995 would have been as follows:

                                    1996              1995
                               ---------------   ---------------
                                        (IN MILLIONS)
        Net Earnings
          As Reported.........  $       10.3      $     312.8
          Pro Forma...........  $        3.2      $     311.3

        The fair value of options and units  granted  after  December  31, 1994,
        used as a basis for the above pro forma disclosures, was estimated as of
        the date of grants using Black-Scholes option pricing models. The option
        and unit pricing assumptions for 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                      HOLDING COMPANY                    DLJ                        ALLIANCE
                                  -------------------------   --------------------------  -----------------------------
                                     1996          1995          1996          1995           1996            1995
                                  -----------   -----------   -----------   ------------  -------------   -------------
        <S>                        <C>           <C>           <C>            <C>          <C>             <C>       
        Dividend yield...........     0.80%         0.96%         1.54%         1.85%         8.0%            8.0%
        Expected volatility......    20.00%        20.00%        25.00%        25.00%        23.00%          23.00%
        Risk-free interest rate..     5.92%         6.83%         6.07%         5.86%         5.80%           6.00%

        Expected Life............  5 YEARS       5 years       5 YEARS        5 years      7.43 YEARS      7.43 years
        Weighted fair value
          per option granted.....    $6.94         $5.90         $9.35          -            $2.69           $2.24
</TABLE>

                                      F-44
<PAGE>

        A  summary  of the  Holding  Company  and DLJ  stock  option  plans  and
        Alliance's Unit option plans are as follows:

<TABLE>
<CAPTION>
                                          HOLDING COMPANY                       DLJ                           ALLIANCE
                                    -----------------------------   -----------------------------   -----------------------------
                                                      Options                         Options                         Options
                                                    Outstanding                     Outstanding                     Outstanding
                                                      Weighted                        Weighted                        Weighted
                                                      Average                         Average                         Average
                                      Shares         Exercise          Shares        Exercise           Units         Exercise
                                    (In Millions)      Price        (In Millions)     Price         (In Millions)      Price
                                    -------------   -------------   -------------   -------------   -------------   -------------
        <S>                         <C>             <C>             <C>             <C>             <C>             <C>
        Balance as of
          January 1, 1994........         6.1                             -                               3.2
          Granted................          .7                             -                               1.2
          Exercised..............         -                               -                               (.5)
          Forfeited..............         -                               -                               (.1)
                                    -------------                   -------------                   -------------
        Balance as of
          December 31, 1994......         6.8                             -                               3.8
          Granted................          .4                             9.2                             1.8
          Exercised..............         (.1)                            -                               (.5)
          Expired................         (.1)                            -                               -
          Forfeited..............         (.3)                            -                               (.3)
                                    -------------                   -------------                   -------------
        Balance as of
          December 31, 1995......         6.7           $20.27            9.2          $27.00             4.8           $17.72
          Granted................          .7           $24.94            2.1          $32.54              .7           $25.12
          Exercised..............         (.1)          $19.91            -              -                (.4)          $13.64
          Expired................         (.6)          $20.21            -              -                -               -
          Forfeited..............         -               -               (.2)         $27.00             (.1)          $19.32
                                    -------------                   -------------                   -------------
        Balance as of
          December 31, 1996......         6.7           $20.79           11.1          $28.06             5.0           $19.07
                                    =============   =============   =============   =============   =============   =============
</TABLE>

                                      F-45
<PAGE>

        Information  with  respect  to stock and unit  options  outstanding  and
        exercisable at December 31, 1996 is as follows:

<TABLE>
<CAPTION>
                                      Options Outstanding                                          Options Exercisable
        -------------------------------------------------------------------------------    --------------------------------------
                                                       Weighted
                                                        Average           Weighted                                 Weighted
              Range of               Number            Remaining           Average               Number             Average
              Exercise            Outstanding         Contractual         Exercise            Exercisable           Exercise
               Prices            (In Millions)        Life (Years)          Price            (In Millions)           Price
        ---------------------   -----------------   ---------------   -----------------    -------------------   ----------------
        <S>                     <C>                 <C>               <C>                  <C>                   <C>
               Holding
               Company
        ---------------------
        $18.125-$27.75                 6.7                 7.00             $20.79                3.4                $20.18
                                =================   ===============   =================    ===================   ================

                 DLJ
        ---------------------
        $27.00-$33.50                 11.1                 9.00             $28.06                -                    -
                                =================   ===============   =================    ===================   ================

              Alliance
        ---------------------
        $ 6.0625-$15.9375              1.3                 4.76             $12.97                1.2                $12.58
        $16.3125-$19.75                1.1                 8.19             $19.13                 .2                $18.69
        $19.875 -$19.875               1.0                 7.36             $19.88                 .4                $19.88
        $20.75  -$24.375                .9                 8.46             $22.05                 .3                $21.84
        $24.375 -$25.125                .7                 9.96             $25.13                -                    -
                                -----------------                                          -------------------  
        $ 6.0625-$25.125               5.0                 7.43             $19.07                2.1                $15.84
                                =================   ===============   =================    ===================   ================
</TABLE>

                                      F-46

<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  Trusts  and may  compare  the  performance  or  ranking of the
Separate  Account  Funds  and the  Trusts'  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 Trusts'
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 Survivorship 2000 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 of this prospectus illustrates the average annual compound
rates of return  over  selected  time  periods  between  December  31,  1926 and
December  31, 1996 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 Trusts and do not constitute a representation that the performance of the
Separate  Account Funds or the Trusts'  portfolios  will  correspond to rates of
return such as those illustrated in the chart. For a comparative illustration of
performance   results  of  the  portfolios  of  The  Hudson  River  Trust,  plus
performance  of other  Alliance  funds with  investment  policies and objectives
similar to those of the Alliance Small Cap Growth portfolio, see page B-1 of the
HRT prospectus. For a comparative illustration of performance results of certain
public  mutual  funds  which are similar to EQAT  portfolios  and are managed by
EQAT's Advisers, see page A-1 of the EQAT prospectus.

                                      A-1

<PAGE>


                         AVERAGE ANNUAL RATES OF RETURN
<TABLE>
<CAPTION>
FOR THE
FOLLOWING                                       LONG-TERM        LONG-TERM      INTERMEDIATE-        U.S.           CONSUMER
PERIODS ENDING                  COMMON         GOVERNMENT        CORPORATE       TERM GOV'T        TREASURY           PRICE
12/31/96:                       STOCKS            BONDS            BONDS            BONDS            BILLS            INDEX
- --------                        ------            -----            -----            -----            -----            -----
<S>                              <C>              <C>               <C>              <C>              <C>              <C>  
 1 year..................        23.07%           -0.93%            1.40%            2.10%            5.21%            3.58%
 3 years.................        19.66             6.36             6.72             4.19             4.90             2.93
 5 years.................        15.20             8.98             8.52             6.17             4.22             2.89
10 years.................        15.28             9.39             9.48             7.77             5.46             3.70
20 years.................        14.55             9.54             9.71             9.14             7.28             5.15
30 years.................        11.85             7.75             8.24             8.27             6.73             5.39
40 years.................        11.18             6.51             6.99             7.08             5.80             4.47
50 years.................        12.59             5.33             5.76             5.89             4.89             4.08
60 years.................        11.19             5.06             5.38             5.32             4.10             4.13
Since 1926...............        10.71             5.08             5.64             5.21             3.74             3.12
Inflation Adjusted
Since 1926...............         7.36             1.90             2.44             2.02             0.60
- ----------------------------
</TABLE>

*Source:  Ibbotson,  Roger G. and Rex A. Sinquefield,  STOCKS, BONDS, BILLS, AND
 INFLATION (SBBI),  1982,  updated in STOCKS,  BONDS,  BILLS, AND INFLATION 1997
 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  1969-1996,  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
 1969-1996; 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.

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