SEPARATE ACCOUNT FP OF EQUITABLE LIFE ASSUR SOC OF THE US
485BPOS, 1997-04-30
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                                                     Registration No. 333-17671
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

   
                        POST-EFFECTIVE AMENDMENT NO. 1 TO
    

                                    FORM S-6

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

   
       SEPARATE ACCOUNT FP
                of
     THE EQUITABLE LIFE ASSURANCE               James M. Benson, President
        SOCIETY OF THE UNITED STATES     The Equitable Life Assurance Society of
      (Exact Name of Trust)                         the United States
     THE EQUITABLE LIFE ASSURANCE             1290 Avenue of the Americas
      SOCIETY OF THE UNITED STATES             New York, New York 10104
       (Exact Name of Depositor)         (Name and Address of Agent for Service)
      1290 Avenue of the Americas
       New York, New York 10104
  (Address of Depositor's Principal
        Executive Offices)
    

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

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

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

                  Please send copies of all communications to:

   
     MARY P. BREEN, ESQ.                            with a copy to:
     Vice President and                           Thomas C. Lauerman
   Associate General Counsel               Freedman, Levy, Kroll & Simonds
The Equitable Life Assurance           1050 Connecticut Avenue, N.W., Suite 825
Society of the United States                    Washington, D.C. 20036
1290 Avenue of the Americas
New York, New York 10104
    

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

      Securities Being Registered: Units of Interest in Separate Account FP

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

   
_____ immediately upon filing pursuant to paragraph (b) of Rule 485

__X__ on (May 1, 1997) pursuant to paragraph (b) of Rule 485

_____ 60 days after filing pursuant to paragraph (a) of Rule 485

_____ on (           ) pursuant to paragraph (a) of Rule 485

Pursuant to Rule 24f-2(a)(1) under the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933. The Registrant filed the 24f-2 Notice for the year ended
December 31, 1996 on February 27, 1997.
    


<PAGE>



                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                              OF THE UNITED STATES

                        VARIABLE LIFE INSURANCE POLICIES
                       FUNDED THROUGH SEPARATE ACCOUNT FP


                                 IL PROTECTOR(SM)
                                  IL COLI II(SM)
                                     IL COLI
                              INCENTIVE LIFE PLUS(SM)
                                SURVIVORSHIP 2000
                              SPECIAL OFFER POLICY
                               INCENTIVE LIFE 2000
                                  CHAMPION 2000
                                 INCENTIVE LIFE

                     PROSPECTUS SUPPLEMENT DATED MAY 1, 1997

This supplement  updates certain  information in the prospectus you received for
your Equitable variable life insurance policy* and any prior supplements to that
prospectus.**  Capitalized  terms used in this supplement have the same meanings
as in the  prospectus.  You should keep this supplement with your prospectus and
any  previous  prospectus  supplement.  We will  send  you  another  copy of any
prospectus or supplement, without charge, on written request.  

EQUITABLE.  The information under the heading  "EQUITABLE" in your prospectus is
updated as follows:  

EQUITABLE.   The  Equitable  Life   Assurance   Society  of  the  United  States
(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,  the variable life  insurance  policies  listed
above 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.

- -----------------------------
*This supplement  updates certain  information  contained in the IL Prospectuses
dated July 25, 1996 and January 1, 1997; IL COLI II Prospectuses  dated July 24,
1996 and January 1, 1997;  the Incentive Life Plus  Prospectuses  dated December
19, 1994, May 1, 1995,  September 15, 1995, May 1, 1996 and January 1, 1997; the
IL COLI supplements thereto dated September 15, 1995, May 1, 1996 and January 1,
1997,  and the  Special  Offer  Policy  supplements  thereto  dated May 1, 1995,
September 15, 1995 and May 1, 1996; the  Survivorship  2000  Prospectuses  dated
August 18, 1992,  May 1, 1993,  1994 and 1995 and January 1, 1997; the Incentive
Life 2000 Prospectuses dated November 27, 1991 and May 1, 1993 and 1994, and the
Special Offer Policy  supplements thereto dated  November 27, 1991,  January 29,
1993, May 1, 1993, 1994 and 1995; the Champion 2000 Prospectuses  dated November
27, 1991 and May 1, 1993 and 1994;  and the Incentive  Life  Prospectuses  dated
August 29, 1989, February 27, 1991 and May 1, 1990, 1993 and 1994.

**If the date of your  prospectus  is prior to January 1, 1997,  you  received a
prospectus  supplement  dated  January  1,  1997.  You may have also  received a
supplement dated May 1, 1996. These supplements are still relevant and should be
retained with your prospectus.

EVM-116                      Copyright 1997 The Equitable Life Assurance Society
                             of the United States.  All rights reserved.


                                       
<PAGE>


INVESTMENT  PORTFOLIOS.  As of May 1, 1997,  your  policy  offers the  following
twenty-four  investment  portfolios,  along with the guaranteed interest option.
The twenty-four investment portfolios are as follows:

<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       
   o Alliance Money Market   o T. Rowe Price Equity     o Alliance Global               Investors                    
   o Alliance Intermediate     Income                   o Alliance International     o  EQ/Putnam Balanced           
     Government Securities   o EQ/Putnam Growth &       o T. Rowe Price              o  Alliance Balanced            
   o Alliance Quality Bond     Income Value               International Stock        o  Alliance Growth              
Aggressive Fixed Income      o Alliance Growth &        o Morgan Stanley                Investors                    
   o Alliance High Yield       Income                     Emerging Markets           o  Merrill Lynch World          
                             o Alliance Equity Index      Equity (available on          Strategy                     
                             o Merrill Lynch Basic        or about Sept. 2,          
                               Value Equity               1997)                      
                             o Alliance Common Stock  Aggressive Equity              
                             o MFS Research             o Alliance Aggressive        
                                                          Stock                      
                                                        o Warburg Pincus Small
                                                          Company Value
                                                        o Alliance Small Cap
                                                          Growth
                                                        o MFS Emerging Growth
                                                          Companies
</TABLE>

PERFORMANCE  INFORMATION.  The performance information under the heading "HUDSON
RIVER TRUST RATES OF RETURN" in the prospectus and any  illustrations  of policy
values based on such information are deleted.

THE  SEPARATE  ACCOUNT AND THE TRUSTS.  The  information  under the heading "THE
TRUST," "THE TRUST'S INVESTMENT ADVISER" and "INVESTMENT POLICIES OF THE TRUST'S
PORTFOLIOS" in your prospectus is replaced with the following sections:

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
Equity Series:                                                   Income Value                    or about Sept. 2, 1997)
o  Alliance Growth & Income                                   o  Merrill Lynch                o  Warburg Pincus Small
o  Alliance Equity Index         o  Alliance International       Basic Value Equity              Company Value
o  Alliance Common Stock         o  Alliance Aggressive       o  MFS Research                 o  MFS Emerging Growth
o  Alliance Global                  Stock                     o  T. Rowe Price                   Companies
                                 o  Alliance Small Cap           International Stock
                                    Growth                    Asset Allocation Series:
Asset Allocation Series:                                      o  EQ/Putnam Balanced            o  Merrill Lynch
   Investors                                                                                      World Strategy
o  Alliance Balanced             o  Alliance Growth 
                                    Investors       
                                                    
</TABLE>

*The names of these portfolios have been amended to include  "Alliance" in their
names. 

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.

                                       2
<PAGE>

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  supplement),  the EQAT prospectus  (beginning  after the
attached  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 supplement.

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:

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO                   INVESTMENT POLICY                                       OBJECTIVE
- ---------------------------------------------------------------------------------------------------------------------------------
FIXED  INCOME SERIES:
DOMESTIC FIXED INCOME:
- ---------------------

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

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."
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       3
<PAGE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO                   INVESTMENT POLICY                                       OBJECTIVE
- ----------------------------------------------------------------------------------------------------------------------------------
EQUITY SERIES:
DOMESTIC EQUITY:
- ---------------
<S>                         <C>                                                      <C>   
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    expenses) that  approximates the investment
                            the 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.

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

MORGAN STANLEY EMERGING     Primarily equity securities of emerging market country   Long-term capital appreciation.
MARKETS EQUITY..........    (i.e. foreign) issuers.

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 in 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.
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       4
<PAGE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO                  INVESTMENT POLICY                                        OBJECTIVE
- ----------------------------------------------------------------------------------------------------------------------------------
AGGRESSIVE EQUITY (CONT.):
<S>                        <C>                                                      <C>    

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
INVESTORS...............   equity  securities;  asset mix and  security  selection  adviser's    opinion,    undue   risk   to
                           are  primarily  based upon  factors  expected to reduce  principal.
                           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 excepted 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  of  equity  and  fixed  income   securities,  High total investment return.
STRATEGY................   including convertible securities,  of U. S. and foreign
                           issuers.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DEDUCTIONS AND CHARGES

FROM THE TRUSTS.  The  information  under the  section  "FROM THE TRUST" in your
prospectus is revised as follows:

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 to  Alliance  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 on the next page as an annual  percentage
   of each portfolio's daily average net assets:


                                       5
<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.                        0.50%                     0.09%                    0.59%
                Securities
                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      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             1.15%              0.25%             0.35%            1.75%
                Equity
                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%
</TABLE>

                -------------------------------------
                *  After fee waivers or assumptions  by EQAT's Manager  pursuant
                   to an expense  limitation  agreement.  See the attached  EQAT
                   prospectus.

INVESTMENT  PERFORMANCE.  Footnote  7  to  the  Separate  Account  FP  financial
statements  included herein contains  information  about the net return for each
Fund which  commenced  operations  prior to  December  31,  1996.  The  attached
prospectus  for The  Hudson  River  Trust  contains  rates of  return  and other
portfolio performance  information of the HRT for various periods ended December
31,  1996.  No  historical  performance  information  for the  EQAT  and for the
Alliance  Small Cap Growth  Portfolio  of the HRT is  available.  Remember,  the
changes  in the  Policy  Account  value of your  policy  depend  not only on the
performance of the portfolios, but also on the deductions and charges under your
policy.  To obtain the current unit values of the Separate  Account Funds,  call
(212) 314-3310.  

The values  reported in footnote 7 for all Policies are computed using net rates
of return for the  corresponding  portfolios of the HRT. The returns reported in
footnote 7 for each of the policy  forms are reduced only by any  mortality  and
expense risk charge deducted from Separate Account assets.

YOUR POLICY  ACCOUNT VALUE

HOW WE DETERMINE THE UNIT VALUE. The  description of "business day" and the unit
values applicable to different types of transactions is revised as follows:

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


                                       6

<PAGE>


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.

DISTRIBUTION.   Certain  of  the   information   presented   under  the  caption
"DISTRIBUTION"   in  your  prospectus  is  revised  as  follows:   EQ  Financial
Consultants,  Inc. (EQF) is the principal  underwriter of the HRT and one of the
principal  underwriters  of the 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.

ILLUSTRATIONS OF POLICY BENEFITS.  Certain of the information under this caption
in your prospectus is revised as follows:  The new aggregate expense  assumption
for the portfolios is 0.63% per annum (0.59% per annum for investment management
fees and 0.04% per annum for other  expenses).  The  investment  management  fee
assumption  is the average of the advisory  fees payable for each HRT  Portfolio
(except  Alliance  Small Cap Growth)  based on assets as of December  31,  1996,
restated to reflect  certain  changes  effective  May 1, 1997 in the  investment
advisory agreement between the HRT and its Investment  Adviser,  and the maximum
advisory fee payable for the EQAT and the Alliance Small Cap Growth  Portfolios.
The other  expense  assumption  is the weighted  average of the  restated  other
expenses of the HRT  Portfolios  (except  Alliance  Small Cap  Growth)  based on
assets as of December 31,  1996,  and  estimates  of the annual  other  expenses
expected  to be paid by the  EQAT  and  Alliance  Small  Cap  Growth  Portfolios
(including  any  applicable  12b-1  distribution  fees).  The tables  under this
caption in your  prospectus have not been restated to reflect this new portfolio
expense  assumption.  For a  personalized  illustration  reflecting the fees and
expenses under your policy, contact your Equitable agent.

MANAGEMENT.  A list of our directors and, to the extent they are responsible for
variable life insurance operations, our principal officers and a brief statement
of their business  experience for the past five years is contained in Appendix A
to this supplement.

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


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

The financial  statements of Equitable  contained in this prospectus  supplement
should be  considered  only as bearing upon the ability of Equitable to meet its
obligations  under the  policies.  They should not be considered as bearing upon
the investment  experience of the funds in the Separate  Account.  The financial
statements  of  Separate  Account FP include  perniods  prior to the merger when
Separate  Account  FP was part of  Equitable  Variable  Life  Insurance  Company
("Equitable  Variable").  As mentioned in a previously  distributed  supplement,
Equitable Variable was merged with and into Equitable on January 1, 1997.


                                       7
<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>


MANAGEMENT                                                            APPENDIX A

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 Chairman
75008 Paris, France                   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.  Chief  Executive  Officer,  AXA Equity & Law Life
AXA Equity & Law                      Assurance  Society PLC ("AXA Equity & Law") and various  directorships  and officerships with
Elbury 9                              AXA Equity & Law affiliated companies.
Weedon Lane
Buckinghamshire HP 6505
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 subsidiaries
75008 Paris, France                   and affiliates of the AXA-UAP Group.  Director of the Holding  Company and of other Equitable
                                      affiliates.  Previously held other 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
- ------------------------------------------------------------------------------------------------------------------------------------


                                      A-1
</TABLE>


<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 the Holding Company.
Melbourne, FL  32919                  
- ------------------------------------------------------------------------------------------------------------------------------------
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 the Holding Company.
535 Madison Avenue
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 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 the Holding Company.
New York, NY  10036
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur L. Liman                       Director of Equitable since March 1984.  Partner,  Paul, Weiss,  Rifkind,  Wharton & Garrison
Paul, Weiss, Rifkind,                 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.  Director of AXA-UAP and the Holding Company.
92646 Boulogne-Billancourt Cedex
France
- ------------------------------------------------------------------------------------------------------------------------------------
George J. Sella, Jr.                  Director  of  Equitable  since May 1987.  Retired  Chairman  and Chief  Executive  Officer of
P.O. Box 397                          American  Cyanamid  Company  (until  April 1993);  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 
Corporation                           of Alliance. Director of the Holding Company.     
1345 Avenue of the Americas           
New York, NY  10105                   
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       A-2
<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.
- ------------------------------------------------------------------------------------------------------------------------------------
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. 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.
- ------------------------------------------------------------------------------------------------------------------------------------
Jerry M. de St. Paer                    Executive Vice President,  Equitable.  Senior  Executive Vice President (since May 1996) and
                                        Chief Financial  Officer (since May 1992) of the Holding  Company.  Executive Vice President
                                        and Chief  Operating  Officer (since  September 1994) of Equitable  Investment  Corporation.
                                        Director of various Equitable  affiliated  companies.  Previously held various  officerships
                                        with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Gordon G. Dinsmore                      Senior Vice  President,  Equitable.  Executive Vice President,  EQF. Vice  President,  EQAT.
                                        Director of other Equitable  affiliated  companies.  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 Colorado (since January 1995).  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),  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.
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                A-3
<PAGE>


- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
Anthony C. Pasquale                     Senior Vice President, Equitable. Director of Equitable Agri-Business,  Inc. Previously held
                                        other officerships with Equitable and its affiliates.

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

Michael J. Rich                         Senior Vice President,  Equitable.  Prior to October 1994,  Vice President of  Underwriting,
                                        John Hancock Mutual Life Insurance Co.

- ------------------------------------------------------------------------------------------------------------------------------------
Pauline  Sherman                        Company, Vice President,  Secretary and Associate General Counsel, Equitable and the Holding
                                        both 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 and 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,  Holding Company. Vice President,  EQAT. Prior thereto,  Chairman,
                                        Insurance Consulting and Actuarial Practice, Coopers & Lybrand.
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       A-4

<PAGE>
                                                                   
COMMUNICATING PERFORMANCE DATA                                      APPENDIX B

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

LONG-TERM  MARKET TRENDS 

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following chart presents historical return trends
for various types of securities.  The information presented,  while not directly
related to the  performance of the Funds of the Separate  Account or the 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 Incentive Life Plus premiums.

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

The chart on page B-2  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  Hudson  River  Trust,  see  page  B-1  of the  HRT
prospectus.  For a comparative  illustration  of performance  results of certain
public  mutual  funds  which are similar to the EQAT  portfolios  and managed by
EQAT's Advisers, see page A-1 of the EQAT prospectus.


                                      B-1
<PAGE>


<TABLE>
<CAPTION>
                                                   AVERAGE ANNUAL RATES OF RETURN

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.

                                      B-2


<PAGE>



                                  CHAMPION(TM)
                                      2000

                          Prospectus Dated May 1, 1994

Champion 2000 is a modified  premium variable whole life insurance policy issued
by  Equitable   Variable  Life  Insurance  Company   (Equitable   Variable),   a
wholly-owned  subsidiary of The Equitable Life  Assurance  Society of the United
States (Equitable).

Although the policy specifies a scheduled premium,  you may, within limits, skip
scheduled premium payments or make optional premium payments. Skipping scheduled
premium payments could, however, result in policy lapse.

Net premiums are deposited in a Policy  Account.  Policy Account values increase
or decrease with credited  interest  and/or  investment  experience  and reflect
certain deductions and charges.  You may allocate your Policy Account value to a
guaranteed fixed return and variable return  investment  strategies.  The Hudson
River Trust (Trust) is the mutual fund which provides the  underlying  basis for
the  variable  return  investment  strategies.  The Trust is a series  fund with
twelve different investment portfolios:

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

Champion  2000  provides a death  benefit if the  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 a
portion of the  Policy  Account.  You can reduce the Face  Amount and change the
death benefit option, within limits.

You may draw upon Policy  Account value through  loans,  partial  withdrawals or
policy surrender, within limits. A charge will apply if you surrender the policy
during the first  fifteen  years.  This charge will also apply if you reduce the
policy's Face Amount or if the policy lapses during this time.

Regardless of your policy's investment experience,  the policy will not lapse as
long as scheduled  premiums are paid when due, no  withdrawals  are made and any
policy  loan plus  accrued  loan  interest  does not  exceed the  policy's  cash
surrender value.

Ask your Equitable  agent to determine if changing,  or adding to, your existing
insurance  coverage  with  Champion  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
CHAMPION 2000.  THIS  PROSPECTUS IS NOT VALID UNLESS IT IS ATTACHED TO A CURRENT
PROSPECTUS FOR THE HUDSON RIVER TRUST.

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

 Copyright 1994 Equitable Variable Life Insurance Company. All rights reserved.

VM 483


<PAGE>


                                TABLE OF CONTENTS

                                                             PAGE
                                                             ----

SUMMARY OF CHAMPION 2000 FEATURES...............................1

PART 1--  DETAILED INFORMATION ABOUT EQUITABLE VARIABLE AND
          CHAMPION 2000 INVESTMENT CHOICES......................4
          THE COMPANY THAT ISSUES CHAMPION 2000.................4
            Equitable Variable..................................4
            Our Parent, Equitable...............................4
          THE SEPARATE ACCOUNT AND THE TRUST....................4
            The Separate Account................................4
            The Trust...........................................4
            The Trust's Investment Adviser......................4
            Investment Policies Of The Trust's Portfolios.......5
          THE GUARANTEED INTEREST DIVISION......................6
            Amounts In The Guaranteed Interest Division.........6
            Adding Interest In The Guaranteed Interest Division.6
            Transfers From The Guaranteed Interest Division.....6

PART 2--  DETAILED INFORMATION ABOUT CHAMPION 2000..............7
          PREMIUMS..............................................7
            Premium Amounts And Due Dates.......................7
            Tabular Values......................................7
            Premium Redetermination.............................7
            Optional Premium Payments...........................8
            Premium And Monthly Deduction Allocations...........8
            Changing Your Allocation
              And Deduction Percentages.........................8
            Certain Tax Considerations..........................8
          DEATH BENEFITS........................................8
          CHANGES IN INSURANCE PROTECTION.......................8
            Reducing The Face Amount............................8
            Changing The Death Benefit Option...................9
            Substitution Of Insured Person......................9
            When Policy Changes Go Into Effect..................9
          MATURITY BENEFITS.....................................9
          LIVING BENEFIT OPTION.................................9
          ADDITIONAL BENEFITS MAY BE AVAILABLE..................9
          YOUR POLICY ACCOUNT VALUE............................10
            Amounts In The Separate Account....................10
            How We Determine The Unit Value....................10
            Transfers Of Policy Account Value..................10
            Automatic Transfer Service.........................10
            Telephone Transfers................................11
            Charge for Transfers...............................11
          BORROWING FROM YOUR POLICY ACCOUNT...................11
            How To Request A Loan..............................11
            Policy Loan Interest...............................11
            When Interest Is Due...............................12
            Repaying The Loan..................................12
            The Effects Of A Policy Loan.......................12
          PARTIAL WITHDRAWALS FROM YOUR POLICY ACCOUNT.........12
            Partial Withdrawal Charges.........................12
            Allocation Of Partial Withdrawals And Charges......12
            The Effects Of A Partial Withdrawal................12
            Surrender For Net Cash Surrender Value.............13
          DEDUCTIONS AND CHARGES...............................13
            Deductions From Your Premiums......................13
            Deductions From Your Policy Account................13
            How Policy Account Charges Are Allocated...........14
            Charges Against The Separate Account...............14
            Trust Charges......................................15
            Surrender Charges..................................15
          ADDITIONAL INFORMATION ABOUT CHAMPION 2000...........15
            Your Policy Can Lapse..............................15
            Options On Lapse...................................16
            You May Reinstate The Policy.......................16
            Policy Periods, Anniversaries, Dates And Ages......16
          TAX EFFECTS..........................................17
            Policy Proceeds....................................17
            Diversification....................................18
            Policy Changes.....................................18
            Tax Changes........................................18
            Estate and Generation Skipping Taxes...............19
            Pension And Profit-Sharing Plans...................19
            Other Employee Benefit Programs....................19
            Our Taxes..........................................19
            When We Withhold Income Taxes......................19

PART 3--  ADDITIONAL INFORMATION...............................19
          YOUR VOTING PRIVILEGES...............................19
            Trust Voting Privileges............................19
            How We Determine Your Voting Shares................20
            Separate Account Voting Rights.....................20
          OUR RIGHT TO CHANGE HOW WE OPERATE...................20
          OUR REPORTS TO POLICYOWNERS..........................20
          LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY..........20
          YOUR PAYMENT OPTIONS.................................21
          YOUR BENEFICIARY.....................................21
          ASSIGNING YOUR POLICY................................21
          WHEN WE PAY POLICY PROCEEDS..........................21
          DIVIDENDS............................................21
          REGULATION...........................................22
          SPECIAL CIRCUMSTANCES................................22
          DISTRIBUTION.........................................22
          LEGAL PROCEEDINGS....................................22
          ACCOUNTING AND ACTUARIAL EXPERTS.....................22
          ADDITIONAL INFORMATION...............................23
          MANAGEMENT...........................................24

PART 4--  ILLUSTRATIONS OF POLICY BENEFITS.....................26

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

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

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

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

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




<PAGE>



                        WHAT IS VARIABLE LIFE INSURANCE?

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

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

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


                        SUMMARY OF CHAMPION 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

PREMIUMS

o  Scheduled  premiums are specified on the Information Page of your policy (the
   Policy Information Page).  Optional premiums may be paid, although we reserve
   the right to limit optional premiums paid in any year. Scheduled premiums may
   be skipped.  However,  skipping a scheduled  premium  could  result in policy
   lapse. See PREMIUMS on page 7.

o  The Policy  Information  Page  specifies an initial  scheduled  premium and a
   higher  maximum  scheduled  premium  for  basic  life  insurance.  You may be
   required to pay the maximum scheduled premium in later policy years.

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  Division and to one or more divisions of
   Equitable Variable's Separate Account FP (the Separate Account). The Separate
   Account  divisions invest in  corresponding  portfolios of the Trust. You may
   adjust your allocation by changing your  allocation  percentages or by making
   transfers among the Separate  Account  divisions and the Guaranteed  Interest
   Division.

o  REQUESTS FOR TRANSFERS OUT OF THE  GUARANTEED  INTEREST  DIVISION CAN ONLY BE
   MADE 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  DIVISION AND AMONG ALL
   SEPARATE  ACCOUNT  DIVISIONS  MAY BE  REQUESTED  AT ANY TIME.  Transfers  are
   subject to the rules discussed  under TRANSFERS FROM THE GUARANTEED  INTEREST
   DIVISION on page 6 and TRANSFERS OF POLICY ACCOUNT VALUE on page 10.

o  There is no  minimum  guaranteed  cash  value for  amounts  allocated  to the
   Separate Account divisions.  The value of amounts allocated to the Guaranteed
   Interest  Division  will depend on  deductions  from that Division and on the
   interest rates declared each year by Equitable Variable (4% minimum).

REDEMPTION

o  Loans may be taken  against 90% of a policy's  Cash  Surrender  Value (Policy
   Account  value  less any  applicable  surrender  charge)  subject  to certain
   conditions.  Loan  interest  accrues  daily  at a rate  determined  annually.
   Currently,  amounts  set aside to secure the loan earn  interest at a rate 1%
   lower than the rate charged for policy loan interest. See BORROWING FROM YOUR
   POLICY ACCOUNT on page 11.

o  Partial  withdrawals of Net Cash Surrender  Value (Cash  Surrender Value less
   any loan and accrued loan interest) may be taken after the first policy year,
   subject to our approval and certain limitations. See PARTIAL WITHDRAWALS FROM
   YOUR POLICY ACCOUNT on page 12.

o  The policy may be surrendered for its Net Cash Surrender Value, less any lien
   securing a Living Benefit payment, at which time insurance coverage will end.

o  You may choose to use your Net Cash Surrender Value, less any lien securing a
   Living Benefit  payment,  to purchase a fixed-benefit  insurance option as of
   the beginning of the next policy month. See OPTIONS ON LAPSE on page 16.

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 any excess of
   the Policy Account value over the Tabular Policy Account value.

o  In some  cases a higher  death  benefit  may  apply in order to meet  Federal
   income tax law requirements.


                                       1
<PAGE>


o  After the first  year,  you may  reduce  the Face  Amount or change the death
   benefit option, within limits. The minimum Face Amount is $50,000.

o  A death benefit is guaranteed if all scheduled premiums are paid when due, no
   withdrawals  are made and any policy loan plus accrued loan interest does not
   exceed the policy's Cash Surrender  Value.  The  guaranteed  death benefit is
   equal to the Face  Amount at the time of death,  reduced by any policy  loan,
   any lien securing a Living Benefit payment and accrued interest.

MATURITY BENEFITS

o  A maturity benefit equal to the death benefit, less any policy loan, any lien
   securing a Living Benefit  payment plus accrued  interest,  is payable on the
   policy  anniversary  nearest  the insured  person's  100th  birthday,  if the
   insured person is still living on that date.

LIVING BENEFIT

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

ADDITIONAL BENEFITS

o  Disability waiver,  accidental death, term insurance on the insured person or
   on an additional  insured person,  children's term insurance and substitution
   of insured person riders are available.

DEDUCTIONS AND CHARGES

FROM PREMIUMS

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

o  Payment processing fee of $2 per payment.

o  Premium Sales Charge of 4% of premiums  paid.  Equitable  Variable  currently
   intends to stop  deducting  this charge once the aggregate  amount  collected
   equals a specified amount. See DEDUCTIONS FROM YOUR PREMIUMS on page 13.

FROM THE POLICY ACCOUNT

o  Monthly  administrative charge of $20 during the first policy year; currently
   $5 during subsequent policy years (subject to $8 per month maximum).

o  Monthly:  cost of insurance  charge;  minimum death benefit  guarantee charge
   equal to $0.01 per $1000 of Face Amount; rating charge if insured person does
   not  meet  standard  underwriting  requirements;  charge  for any  additional
   benefits.

o  Transaction  charges (for partial withdrawals and certain investment division
   transfers).

o  A lapse,  surrender or Face Amount  reduction  during the first twelve policy
   years will incur an Administrative  Surrender Charge which is $540 during the
   first  three  policy  years  (less for  issue  ages  under  20) and  declines
   thereafter on a monthly basis to zero at the end of the twelfth policy year.

o  During the first fifteen  policy years,  a contingent  deferred  sales charge
   called  the  Premium  Surrender  Charge  applies  if the  policy  lapses,  is
   surrendered  for its Net  Cash  Surrender  Value  or if the  Face  Amount  is
   reduced.  The maximum Premium Surrender Charge is equal to 61% of one "target
   premium."  This maximum is level for the first eight policy  years,  and then
   declines on a monthly basis until it reaches zero at the end of the fifteenth
   policy year.

   We refer to the Premium  Surrender  Charge and the  Administrative  Surrender
   Charge together as the Surrender  Charges.  See SURRENDER  CHARGES on page 15
   for a detailed discussion, including an explanation of "target premium."

FROM THE SEPARATE ACCOUNT

o  Current  charge for certain  mortality  and  expense  risks of .60% per annum
   (guaranteed not to exceed .70% per annum).

FROM THE TRUST

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

VARIATIONS

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


                                       2
<PAGE>


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 limits 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 the latest
   of the following three dates: (i) 10 days after you receive the policy;  (ii)
   10 days after we mail or  personally  deliver a written  notice  telling  you
   about your right to cancel  (Notice of  Withdrawal  Right);  or (iii) 45 days
   after you sign Part 1 of the policy application.

o  If you cancel the policy,  we will refund the premiums  you paid.  In certain
   cases  where  the  policy  was  purchased  as a result of an  exchange  of 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.

LAPSE

o  Regardless of its  investment  experience,  your policy will not lapse if all
   scheduled  premiums have been paid when due, no withdrawals  are made and any
   policy loan plus accrued  loan  interest  does not exceed the  policy's  Cash
   Surrender Value. If you skip a scheduled premium payment or make withdrawals,
   your  policy will  remain in force if the amount of actual  premiums  paid or
   your Policy Account value meet certain  levels.  Otherwise,  your policy will
   lapse unless you make a required  payment.  See YOUR POLICY CAN LAPSE on page
   15.

o  If you have taken a policy  loan,  your  policy will lapse if the policy loan
   plus accrued loan interest exceeds the Cash Surrender Value of the policy.

o  You will be notified prior to lapse and given the opportunity to maintain the
   policy in force by paying the amount specified in the notice.

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, lapse or a substitution of insured person may result in
   recognition of income for tax purposes.


                       HUDSON RIVER TRUST RATES OF RETURN

The rates of return shown below are based on the actual  investment  performance
of The Hudson River Trust portfolios,  after deduction for investment management
fees and direct Trust operating expenses,  for periods ending December 31, 1993.
The historical  performance of the Common Stock and Money Market  Portfolios for
periods prior to March 22, 1985 has been adjusted to reflect current  investment
management  fees of .40% per annum and .10% per annum in estimated  direct Trust
operating expenses. The Common Stock Portfolio and its predecessors have been in
existence  since 1976.  No return  information  is provided for the Equity Index
Portfolio since it received its initial funding on March 1, 1994.

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

THESE  RATES  OF  RETURN  ARE  FOR  THE  TRUST  ONLY  AND  DO  NOT  REFLECT  THE
ADMINISTRATIVE  AND COST OF INSURANCE  CHARGES,  SALES CHARGES AND THE MORTALITY
AND EXPENSE RISK CHARGE APPLICABLE UNDER A CHAMPION 2000 POLICY.

<TABLE>
<CAPTION>
                                                                         PERIODS ENDING 12/31/93
PORTFOLIO                                   1 YEAR       3 YEARS       5 YEARS     10 YEARS     15 YEARS   SINCE INCEPTION(a)
- ---------                                   ------       -------       -------     --------     --------   ------------------
<S>                                          <C>          <C>          <C>          <C>          <C>             <C>  
Money Market..........................        3.00%        4.23%        6.00%        6.95%         --             7.83%
Intermediate Gov't. Securities........       10.58          --           --           --           --            10.25
Quality Bond (b)......................         --           --           --           --           --            (0.51)
High Yield............................       23.15        19.85        12.35          --           --            10.84
Balanced..............................       12.28        15.52        14.42          --           --            13.95
Growth & Income (b)...................         --           --           --           --           --            (0.25)
Common Stock..........................       24.84        21.12        15.44        15.27        17.52%          14.87
Global................................       32.09        19.73        15.36          --           --            11.22
Aggressive Stock......................       16.77        28.32        26.81          --           --            21.97
The Asset Allocation Series:
Conservative Investors................       10.76        11.98          --           --           --            10.69
Growth Investors......................       15.26        21.67          --           --           --            18.69
- ----------------
<FN>
(a) The Growth & Income and  Quality  Bond  Portfolios  received  their  initial
    funding on October 1, 1993; the Intermediate Government Securities Portfolio
    on April 1,  1991;  the  Conservative  Investors  and the  Growth  Investors
    Portfolios on October 2, 1989; the Global  Portfolio on August 27, 1987; the
    High Yield  Portfolio on January 2, 1987; the Aggressive  Stock and Balanced
    Portfolios  on  January  27,  1986;  the  predecessor  of the  Money  Market
    Portfolio  on  July  13,  1981;  and the  predecessor  of the  Common  Stock
    Portfolio on January 13, 1976.

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

Additional  investment  performance  information  appears in the attached  Trust
prospectus.


                                       3
<PAGE>


ILLUSTRATIONS  OF POLICY ACCOUNT AND CASH  SURRENDER  VALUES BASED ON HISTORICAL
INVESTMENT  RESULTS.  The  illustrations  on the next  page  were  developed  to
demonstrate  how  the  actual  investment   experience  of  the  Trust  and  its
predecessors  would have affected the Policy  Account  Value and Cash  Surrender
Value of a  hypothetical  Champion  2000 policy held through  December 31, 1993.
Each chart illustrates Premiums, Policy Account Values and Cash Surrender Values
of a hypothetical Champion 2000 policy,  assuming 100% allocation to a different
Separate Account  investment  division.  The illustration  also assumes that the
insured is a 40-year-old male,  non-smoker and that the policy has a level death
benefit, a $200,000 face amount and a $2,285 annual premium.

Illustrations have been prepared only for portfolios of the Trust that have been
in existence for five or more years. The other portfolios have been in existence
for a  shorter  time  period  and  any  demonstration  of how  their  investment
performance would have affected policy values would be less meaningful.

For portfolios  whose  inception  dates fall before June 30, the columns reflect
actual, unannualized returns for the portion of the first year the portfolio was
in existence. When a portfolio's inception date falls after June 30, the columns
do not reflect  partial year  results,  but show results based on the first full
calendar year of operation.

Policy values  reflect all charges  assessed  under the policy and by the Trust.
Where applicable,  current charges have been used to determine policy values; if
guaranteed  charges  were  used,  the  results  would be lower.  The  historical
performance of the Common Stock and Money Market portfolios for periods prior to
March 22, 1985 has been adjusted to reflect current  investment  management fees
of .40% per annum and .10% per annum for direct Trust expenses. These values are
not an estimate or guarantee of future performance.


                                       3-A
<PAGE>


                ILLUSTRATIONS OF CHAMPION 2000 POLICY ACCOUNT AND
          CASH SURRENDER VALUES BASED ON HISTORICAL INVESTMENT RESULTS
                  AND $200,000 OF INITIAL INSURANCE PROTECTION

                       [THE FOLLOWING DATA WAS REPRESENTED
                           IN 3-D VERTICAL BAR GRAPHS
                           IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
COMMON STOCK DIVISION      1ST YEAR      5TH YEAR       10TH YEAR     SINCE 1/13/76
- ---------------------      --------      --------       ---------     -------------
<S>                         <C>           <C>            <C>            <C>     
Premium ...............     $2,285        $11,425        $22,850        $ 41,130
Policy Account Value...     $1,659        $15,340        $39,817        $148,078
Cash Surrender Value...     $  536        $13,879        $38,557        $148,078
</TABLE>


<TABLE>
<CAPTION>
MONEY MARKET DIVISION      1ST YEAR      5TH YEAR       10TH YEAR    SINCE 12/31/82
- ---------------------      --------      --------       ---------    --------------
<S>                         <C>           <C>            <C>            <C>    
Premium ...............     $2,285        $11,425        $22,850        $27,420
Policy Account Value...     $1,728        $10,332        $24,112        $28,723
Cash Surrender Value...     $  605        $ 8,872        $22,853        $28,031
</TABLE>


AGGRESSIVE STOCK DIVISION  1ST YEAR      5TH YEAR      SINCE 1/27/86
- -------------------------  --------      --------      -------------
Premium ...............     $2,285        $11,425        $18,280
Policy Account Value...     $2,135        $13,215        $34,764
Cash Surrender Value...     $1,012        $11,754        $33,162


BALANCED DIVISION          1ST YEAR      5TH YEAR      SINCE 1/27/86
- -----------------          --------      --------      -------------
Premium ...............     $2,285        $11,425        $18,280
Policy Account Value...     $2,017        $11,158        $22,944
Cash Surrender Value...     $  894        $ 9,698        $21,342


HIGH YIELD DIVISION        1ST YEAR      5TH YEAR      SINCE 1/2/87
- -------------------        --------      --------      ------------
Premium ...............     $2,285        $11,425        $15,995
Policy Account Value...     $1,575        $10,670        $18,805
Cash Surrender Value...     $  452        $ 9,209        $17,236


GLOBAL DIVISION            1ST YEAR      5TH YEAR     SINCE 12/31/87
- ---------------            --------      --------     --------------
Premium ...............     $2,285        $11,425        $13,710
Policy Account Value...     $1,692        $10,882        $16,479
Cash Surrender Value...     $  569        $ 9,421        $14,964

                               [END OF GRAPH DATA]


                                       3-B
<PAGE>


PART 1:       DETAILED INFORMATION ABOUT EQUITABLE VARIABLE AND CHAMPION 2000 
              INVESTMENT CHOICES

THE COMPANY THAT ISSUES CHAMPION 2000

EQUITABLE  VARIABLE.  Equitable Variable was organized in 1972 in New York State
as a stock life  insurance  company.  We are a  wholly-owned  subsidiary  of The
Equitable  Life Assurance  Society of the United  States.  We are licensed to do
business in all 50 states,  Puerto Rico,  the Virgin Islands and the District of
Columbia.  At December 31, 1993, we had approximately  $81.6 billion face amount
of variable life insurance in force.

We sell both traditional and innovative forms of life insurance designed to give
policyowners maximum choice and flexibility.  Additional forms of life insurance
are available  through our parent,  Equitable.  Your Equitable agent can provide
information  about all forms of life  insurance  available from us and Equitable
and help you decide which may best meet your objectives.

OUR PARENT,  EQUITABLE.  Equitable, a New York stock life insurance company, has
been  in  business   since  1859.   Equitable  and  its   subsidiaries   managed
approximately  $174 billion as of December 31, 1993.  Equitable's  assets do not
back the benefits that we pay under our policies. Equitable's home office is 787
Seventh Avenue, New York, New York 10019.

Equitable is a wholly-owned  subsidiary of The Equitable Companies  Incorporated
(the Holding Company).  The largest stockholder of the Holding Company is AXA, a
French  insurance  holding  company.  AXA currently owns 49% of the  outstanding
shares of common stock of the Holding Company plus  convertible  preferred stock
and redeemable preferred stock. Under its investment arrangements with Equitable
and the Holding Company, AXA is able to exercise significant  influence over the
operations  and capital  structure of the Holding  Company,  Equitable and their
subsidiaries.  After September 19, 1994 (or earlier under certain circumstances)
AXA will be able to increase its ownership of the Holding Company's common stock
by  converting  certain  convertible  securities  it  currently  owns or through
purchases. AXA is the principal holding company for most of the companies in one
of the  largest  insurance  groups in Europe.  The  majority  of AXA's  stock is
controlled by a group of five French mutual insurance companies.

THE SEPARATE ACCOUNT AND THE TRUST

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

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

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

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

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

Alliance acts as an investment  adviser to various separate accounts and general
accounts of Equitable and other affiliated  insurance  companies.  Alliance also
provides  management and consulting  services to mutual funds,  endowment funds,
insurance companies, foreign entities, qualified and non-tax qualified corporate
funds,  public and private  pension and  profit-sharing  plans,  foundations and
tax-exempt  organizations.  As of  December  31,  1993,  Alliance  was  managing
approximately $115 billion in assets.

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


                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                       DAILY AVERAGE NET ASSETS
                                                           -----------------------------------------------
                                                               FIRST            NEXT              OVER
PORTFOLIO                                                  $350 MILLION     $400 MILLION      $750 MILLION
- ---------                                                  ------------     ------------      ------------
<S>                                                            <C>              <C>              <C>  
Common Stock, Money Market and Balanced ..............         .400%            .375%            .350%
Aggressive Stock and Intermediate Gov't. Securities...         .500%            .475%            .450%
High Yield, Global, Conservative Investors and
    Growth Investors .................................         .550%            .525%            .500%
</TABLE>

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

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

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

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

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

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

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

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

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

EQUITY INDEX...............      Selected  securities  in the  Standard & Poor's 500      Total  return  before  Trust   expenses
                                 Index  which  the  advisor  believes  will,  in the      that   approximates  the  total  return
                                 aggregate,  approximate the performance  results of      performance  of the  Standard  & Poor's
                                 the Index.                                               500 Index,  including  reinvestment  of
                                                                                          dividends,  at a risk level  consistent
                                                                                          with that of the Index.

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

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

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


                                       5
<PAGE>




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

GROWTH INVESTORS...........      Diversified  mix of  publicly-traded,  fixed-income      High total return  consistent  with the
                                 and  equity  securities;  asset  mix  and  security      adviser's  determination  of reasonable
                                 selection  based upon factors  expected to increase      risk.
                                 possibility of high long-term return.
</TABLE>

Because Policy  Account values may be invested in mutual fund options,  Champion
2000 offers an  opportunity  for the Cash  Surrender  Value to  appreciate  more
rapidly than it would under comparable  fixed-benefit  whole-life insurance. You
must,  however,  accept the risk that if investment  performance is unfavorable,
the Cash Surrender Value may not appreciate as rapidly and indeed,  may decrease
in value.  It is possible  that the Cash  Surrender  Value could decline to zero
because of  unfavorable  investment  performance,  even if you  continue  to pay
scheduled  premiums when due. However,  if scheduled  premiums are paid when due
and you do not make withdrawals, the death benefit is guaranteed.

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

THE GUARANTEED INTEREST DIVISION

YOU MAY ALLOCATE SOME OR ALL OF YOUR POLICY ACCOUNT TO THE  GUARANTEED  INTEREST
DIVISION, 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 OBLIGATIONS,
INCLUDING THE GUARANTEED INTEREST DIVISION.  BECAUSE OF APPLICABLE EXEMPTIVE AND
EXCLUSIONARY PROVISIONS, PARTICIPATIONS IN THE GUARANTEED INTEREST DIVISION HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER THE GUARANTEED
INTEREST  DIVISION NOR THE GENERAL  ACCOUNT HAS BEEN REGISTERED AS AN INVESTMENT
COMPANY  UNDER THE  INVESTMENT  COMPANY  ACT OF 1940.  ACCORDINGLY,  NEITHER THE
GENERAL ACCOUNT,  THE GUARANTEED INTEREST DIVISION 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  RELATING  TO THE
GENERAL  ACCOUNT AND THE GUARANTEED  INTEREST  DIVISION.  SUCH  DISCLOSURES  ARE
INCLUDED IN THIS PROSPECTUS FOR YOUR INFORMATION.  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 DIVISION.  You may accumulate amounts in the
Guaranteed  Interest  Division by allocating net premiums and loan repayments to
that Division,  transferring  amounts from the divisions of the Separate Account
to the Guaranteed  Interest  Division or earning interest on amounts you already
have in the Guaranteed  Interest  Division.  A Living Benefit  payment will also
result in amounts being  transferred to the Guaranteed  Interest  Division.  See
LIVING BENEFIT  OPTION on page 9. 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 Division.
We  refer  to this  amount  as the  loaned  amount  in the  Guaranteed  Interest
Division.

The amount you have in the Guaranteed  Interest  Division at any time is the sum
of all  net  premiums  and  loan  repayments  allocated  to that  Division,  all
transfers  into that  Division  (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 Division.

ADDING INTEREST IN THE GUARANTEED INTEREST DIVISION.  We pay a declared interest
rate on all amounts that you have in the Guaranteed Interest Division. At policy
issuance,  and prior to each policy anniversary,  we declare the rates that will
apply to amounts in the Guaranteed  Interest  Division for the following  policy
year.  Different  rates  may  apply  to  policies  currently  being  issued  and
previously issued policies.  These annual interest rates will never be less than
the minimum  guaranteed  interest rate of 4%.  Different  rates are also paid on
unloaned  and  loaned  amounts  in the  Guaranteed  Interest  Division.  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  Division at the end of each policy month.  Interest is
credited on any loaned amount in the Guaranteed Interest Division 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 Separate  Account  divisions and to the
unloaned  portion of the Guaranteed  Interest  Division in accordance  with your
premium allocation percentages.

TRANSFERS FROM THE GUARANTEED  INTEREST DIVISION.  Once during each policy year,
you may request a transfer from your unloaned amount in the Guaranteed  Interest
Division to one or more of the divisions of the Separate Account.  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%


                                       6
<PAGE>


of your unloaned  value in the Guaranteed  Interest  Division 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  Division on the transfer
date,  whichever is less.  Amounts  securing a Living Benefit payment may not be
transferred from the Guaranteed Interest Division.


PART 2:       DETAILED INFORMATION ABOUT CHAMPION 2000

PREMIUMS

PREMIUM  AMOUNTS  AND DUE DATES.  Although  your  policy  specifies  a scheduled
premium,  this policy provides some flexibility as to when, and in what amounts,
premiums can be paid. Your policy  specifies  scheduled  premiums for basic life
insurance and any additional benefits. There is an initial scheduled premium and
a higher  maximum  scheduled  premium for basic life  insurance.  Under  certain
circumstances, it may be necessary for you to pay the maximum scheduled premium.
See PREMIUM  REDETERMINATION on page 7. The amount of the scheduled premiums for
basic life  insurance  depends on the Face Amount (the minimum is $50,000),  the
frequency  of payment,  the insured  person's  rating  class,  smoker/non-smoker
status,  age and sex (unless unisex rates apply),  and any charge for applicable
taxes.

You may choose to skip  scheduled  premium  payments and make  certain  optional
premium  payments.  Failure  to pay the full  scheduled  premium  when due could
result in policy  lapse.  See YOUR POLICY CAN LAPSE on page 15.  Making  premium
payments  (whether  scheduled or optional) may result in lower cost of insurance
charges. See OPTIONAL PREMIUM PAYMENTS on page 8 and COST OF INSURANCE CHARGE on
page 13. See CERTAIN TAX CONSIDERATIONS on page 8 and TAX EFFECTS on page 17 for
the tax consequences of certain premium payment patterns.

Your first  scheduled  premium  must be paid on or before the date the policy is
delivered  to you.  Otherwise,  scheduled  premiums are due on or before the due
date shown in the policy, which may be annual, semiannual, or quarterly. You may
make monthly payments in connection with an automatic payment plan arranged with
your bank or, in certain situations, a salary deduction plan with your employer.

No insurance under your policy will take effect: (a) until a policy is delivered
and the first scheduled  premium is paid while the person proposed to be insured
is living and (b) unless the information in the application continues to be true
and  complete,  without  material  change,  as of the time the  first  scheduled
premium is paid.

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 Variable.  Subsequent premiums (whether scheduled or optional) must be
sent directly to our Administrative Office. We will not accept cash payments. If
you have submitted the first scheduled  premium with your  application,  we may,
subject to certain  conditions,  provide a limited amount of temporary insurance
on the  proposed  insured.  You may  review  a copy of our  Temporary  Insurance
Agreement on request.

Scheduled  premiums and Tabular  values will change if you request a Face Amount
decrease,  make a  partial  withdrawal  with an Option A policy or if there is a
change in the insured person's smoker  classification.  Scheduled  premiums will
also  change  if  there  is  a  change  in  the  insured  person's  underwriting
classification,  the charge for  applicable  taxes,  the  frequency of scheduled
premium payments, if policy riders are added,  eliminated or changed or if there
is a substitution of insured person.  You will receive a notice of any change to
the scheduled premium or Tabular values.

TABULAR  VALUES.  The Policy  Information  Page  specifies  a series of year-end
Tabular values.  Tabular Policy Account values are account values that are equal
to or slightly  lower than those  calculated  by assuming  (i) a 4% level annual
rate of return,  (ii) all scheduled premiums are paid when due and (iii) maximum
policy charges and deductions  apply.  The Tabular Policy Account value is used,
among other things, in the premium  redetermination  calculation described below
and to determine whether your policy is in default.

Tabular Cash  Surrender  Value is equal to the Tabular Policy Account value less
the  surrender  charges that would have been incurred  assuming  that  scheduled
premiums  were paid.  The other Tabular  values shown on the Policy  Information
Page illustrate the value of  fixed-benefit  insurance  options if the amount of
Net Cash Surrender Value used to purchase such options (upon lapse or otherwise)
is equal to the  Tabular  Cash  Surrender  Value.  Cash  Surrender  Value is not
guaranteed.

PREMIUM  REDETERMINATION.  Your  scheduled  premium for basic life insurance may
fluctuate in later policy years. However, the total scheduled premium will never
be (i) lower than the initial  scheduled  premium for basic life  insurance plus
any scheduled premiums for additional  benefits or (ii) greater than the maximum
scheduled  premium for basic life  insurance  plus any  scheduled  premiums  for
additional benefits.

On each annual  Premium  Redetermination  Date we will  determine  the scheduled
premium for the upcoming policy year. Your first Premium Redetermination Date is
the later of (a) your seventh policy  anniversary and (b) the policy anniversary
closest to the insured  person's 65th  birthday.  We determine the new scheduled
premium by comparing:

o  Your Policy Account value, projected to the next policy anniversary (assuming
   the initial  scheduled  premium for basic life  insurance and any  additional
   benefits is paid for the year,  current policy charges and deductions  apply,
   and the Policy Account has a level annual rate of return of 4%); with

o  The Tabular Policy Account value as of the next policy anniversary.

If the Policy  Account  value,  as  projected,  is less than the Tabular  Policy
Account value,  your scheduled  premium for basic life insurance during the next
policy  year will be higher than the  initial  scheduled  premium for basic life
insurance. Failure to pay scheduled premiums


                                       7
<PAGE>


when due, unfavorable  investment experience in the Separate Account and partial
withdrawals  of Net Cash  Surrender  Value may all  contribute to the need for a
higher  scheduled  premium.  Once a higher  scheduled  premium  for  basic  life
insurance  takes  effect,  it may  fluctuate  up or  down  between  the  initial
scheduled  premium for basic life insurance and the maximum scheduled premium on
each successive  Premium  Redetermination  Date. We will notify you prior to the
date that a new scheduled premium takes effect.

OPTIONAL PREMIUM PAYMENTS.  Generally, optional premiums may be paid at any time
during the insured  person's  lifetime while the policy is in force. The minimum
optional premium is currently $25. We reserve the right to increase this minimum
and to limit optional  premiums paid in any policy year. We currently  intend to
accept all optional premium  payments unless any such payment would  immediately
result in more than a dollar-for-dollar  increase in the death benefit, in which
case satisfactory  evidence of insurability  will be required.  Optional premium
payments may reduce the likelihood that a higher premium will be required in the
future or that the policy  will  lapse if either  scheduled  premiums  have been
skipped or policy withdrawals have been made.

PREMIUM AND MONTHLY  DEDUCTION  ALLOCATIONS.  On your application you provide us
with initial  instructions  as to how to allocate  your net premiums and monthly
charges  among  the  Separate  Account  Divisions  and the  Guaranteed  Interest
Division.  Allocation  percentages may be any whole number from zero to 100, but
the sum must equal 100.  Allocations  to the  Separate  Account  divisions  take
effect on the first  business day that  follows the 20th  calendar day after the
Issue Date of your  policy.  The Issue  Date is shown on the Policy  Information
Page.  It is the date we actually  issue your policy.  The date your  allocation
instructions  take effect is called the  Allocation  Date. Our business days are
described in HOW WE DETERMINE THE UNIT VALUE on page 10.

Until the  Allocation  Date,  any net premiums  allocated to a Separate  Account
division will be allocated to the Separate Account's Money Market Division,  and
all monthly charges  allocable to the Separate Account will be deducted from the
Money  Market  Division.  On the  Allocation  Date,  amounts in the Money Market
Division will be allocated to the Separate Account  Divisions in accordance with
your policy  application.  See TRANSFERS OF POLICY ACCOUNT VALUE on page 10, and
POLICY  PERIODS,  ANNIVERSARIES,  DATES  AND AGES on page 16.  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
Division on the  Allocation  Date. See TRANSFERS OF POLICY ACCOUNT VALUE on page
10.

CHANGING  YOUR  ALLOCATION  AND  DEDUCTION  PERCENTAGES.   You  may  change  the
allocation  percentages  of net premiums or of monthly  deductions by writing to
our  Administrative  Office and indicating  the changes you wish to make.  These
changes  will go into  effect as of the date your  request  is  received  at our
Administrative  Office, but no earlier than the first business day following the
Allocation Date, and will affect transactions on and after such date.

CERTAIN TAX CONSIDERATIONS.  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  under  Federal  income tax law. We may also make such changes to the
policy as we deem necessary to continue to qualify the policy as life insurance.
See TAX EFFECTS on page 17 for an explanation of modified  endowment  contracts,
the special tax consequences of such contracts, and how your policy might become
a modified endowment contract.

DEATH BENEFITS

We pay a benefit to the  beneficiary of the policy when the insured person dies.
This  benefit  will be equal to the death  benefit  under your  policy  plus any
additional benefits included in your policy and then due, less any unpaid policy
loan, any lien securing a Living Benefit  payment and accrued  interest.  If the
insured  person  dies  during a grace  period we will also  deduct  any  overdue
monthly deductions. 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 any  excess of (i) the  amount  in your  Policy  Account  on the day the
   insured  person dies over (ii) the  Tabular  Policy  Account  value as of the
   beginning of the policy month on or before the date of death. Such excess can
   result from a rate of return on your Policy  Account  that is higher than 4%,
   payments  in excess of  scheduled  premiums,  or the  deduction  of less than
   maximum  charges.  If the Policy Account value falls below the Tabular Policy
   Account value, the death benefit will be the Face Amount.  See TABULAR VALUES
   on page 7.

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 in order to ensure that the
policy will have a death  benefit  large enough to be treated as life  insurance
under current  Federal  income tax law. We refer to this higher death benefit as
the  Alternative  Death  Benefit.  The  Alternative  Death  Benefit or endowment
benefit will be the Policy  Account value divided by the net single  premium per
dollar of death benefit  (consistent  with the  definitions of such terms in the
Internal Revenue Code) at the insured person's  attained age. Attained age means
age on the birthday  nearest to the beginning of the then current policy year. A
table of net single premiums appears on the Policy Information Page.

CHANGES IN INSURANCE PROTECTION

REDUCING THE FACE AMOUNT.  You may request a Face Amount decrease any time after
the first policy year by sending a 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.  Scheduled premiums,  Tabular values and
monthly  deductions  from your  Policy  Account for the cost of  insurance  will
generally decrease, beginning on the date the decrease in Face


                                       8
<PAGE>


Amount  takes  effect.  If you reduce the Face Amount  during the first  fifteen
policy  years,  we will  deduct a pro rata  share  of the  applicable  Surrender
Charges  from  the  Policy  Account.  See  TAX  EFFECTS  on  page 17 for the tax
consequences of reducing the Face Amount. See also SURRENDER CHARGES on page 15.

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 written request to our Administrative Office. Changing the option will
generally  affect the net amount at risk and current  death benefit but will not
affect the Face  Amount of your  policy.  See TAX EFFECTS on page 17 for the tax
consequences of changing the death benefit option.

o  If you change from OPTION A TO OPTION B, the death benefit and the net amount
   at risk will increase by any excess of the amount in your Policy Account over
   the Tabular  Policy  Account  value on the effective  date of the change.  An
   increase in the net amount at risk will  result in higher  cost of  insurance
   charges. We require evidence of insurability for the amount of the increase.
   See COST OF INSURANCE CHARGE on page 13.

o  If you  change  from  OPTION B TO OPTION  A, and your  Policy  Account  value
   exceeds  your  Tabular  Policy  Account  value,  the  death  benefit  will be
   decreased  by the  amount of the  excess  and there  will be a  corresponding
   decrease in the net amount at risk. If your Policy Account value is less than
   your Tabular Policy Account value on the effective date of change,  the death
   benefit will remain the same (equal to the Face Amount) and the net amount at
   risk will be unchanged.

No change  in the death  benefit  amount or the net  amount at risk will  occur,
however, if, before and after the change, the Alternative Death Benefit applies.
See DEATH BENEFITS on page 8.

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

WHEN POLICY  CHANGES GO INTO  EFFECT.  A  substitution  of the  insured  person,
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 on page 17.

MATURITY BENEFITS

If the insured person is still living on the policy  anniversary  nearest his or
her 100th birthday (the Maturity  Date),  we will pay you a benefit in an amount
equal to the death  benefit as of the  Maturity  Date,  less any loan,  any lien
securing a Living  Benefit  payment and accrued  interest.  The policy will then
terminate.  You may choose to have this  benefit paid in  installments.  See TAX
EFFECTS on page 17 and YOUR PAYMENT OPTIONS on page 21.

LIVING BENEFIT OPTION

Subject to regulatory  approval in your state and our  underwriting  guidelines,
our new Living  Benefit rider will be added to your policy at issue.  The Living
Benefit rider enables the policyowner to receive a portion of the policy's death
benefit  (excluding  death benefits payable under certain riders) if the insured
person has a terminal illness.  Certain eligibility  requirements apply when you
submit a Living Benefit claim (for example,  satisfactory  evidence of less than
six month life expectancy).  There is no additional charge for the rider, but we
will  deduct an  administrative  charge of $250 from the  proceeds of the Living
Benefit  payment.  This charge may be less in some states.  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  Variable  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 on page 11.

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  Division where it will earn interest
at the same rate as unloaned  amounts.  See THE GUARANTEED  INTEREST DIVISION on
page 6. This liened amount will not be available for loans, transfers or partial
withdrawals.  Any death benefit,  maturity  benefit or Net Cash Surrender  Value
payable upon policy surrender will be reduced by the amount of the lien.

Unlike a death benefit received by a beneficiary  after the death of an insured,
receipt of a Living Benefit  payment may be taxable as a distribution  under the
policy.  See TAX EFFECTS on page 17 for a  discussion  of the tax  treatment  of
distributions  under the policy.  Consult your tax advisor.  Receipt of a Living
Benefit  payment  may  also  affect  a  policyowner's  eligibility  for  certain
government benefits or entitlements.  You should contact your Equitable agent if
you wish to make a claim under the rider.

ADDITIONAL BENEFITS MAY BE AVAILABLE

Your policy may include additional benefits. A charge will be deducted from your
Policy Account  monthly for each additional  benefit you choose.  These benefits
are subject to our rules and may be cancelled  by you at any time.  More details
will be included in your policy if you


                                       9
<PAGE>


choose any of these benefits.  The following  additional  benefits are currently
available:  disability waiver benefit, accidental death benefit, children's term
insurance and term insurance on the insured person or on an additional insured.

Policyowners  who are  interested  in the term  insurance  rider on the  insured
person should consider  whether  coverage under the rider or under Champion 2000
is more appropriate based on their insurance needs. Generally, term insurance is
intended  to fill a  temporary  insurance  need.  Permanent  insurance,  such as
Champion  2000, is intended to fill a long-term  insurance  need.  Consequently,
term insurance is generally more  economical for short durations while permanent
insurance is more economical for long durations. Increasing your coverage on the
permanent  policy at issue to fill a short-term  need could result in payment of
Surrender  Charges  if you later  drop the extra  coverage  by asking for a Face
Amount reduction.

YOUR POLICY ACCOUNT VALUE

The  amount in your  Policy  Account is the sum of the  amounts  you have in the
Guaranteed  Interest  Division  and in the  various  divisions  of the  Separate
Account.  Your Policy Account also reflects various charges.  See DEDUCTIONS AND
CHARGES on page 13.

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

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

A net investment  factor is determined for each division of the Separate Account
every business day as follows:  first, we take the net asset value of a share in
the corresponding Trust portfolio at the close of business that day, as reported
by the Trust,  and we add the per share amount of any dividends or capital gains
distributions  paid by the Trust on that day.  We divide  this amount by the per
share net asset value on the preceding  business day.  Then, we subtract a daily
asset charge for each calendar day between business days (for example,  a Monday
calculation  will include  charges for Saturday,  Sunday and Monday).  The daily
charge is currently at an effective annual rate of .60% and is guaranteed not to
exceed an  effective  annual  rate of .70%.  See CHARGES  AGAINST  THE  SEPARATE
ACCOUNT on page 14.  Finally,  we reserve the right to subtract any daily charge
for taxes or amounts set aside as a reserve for taxes. For current Champion 2000
unit values, call (212) 714-5015.

TRANSFERS OF POLICY  ACCOUNT  VALUE.  You may request a transfer of amounts from
any  division of the  Separate  Account to any other  division  of the  Separate
Account or to the Guaranteed Interest Division. Special rules apply to transfers
out of the  Guaranteed  Interest  Division.  See TRANSFERS  FROM THE  GUARANTEED
INTEREST  DIVISION  on page 6.  You  may  make a  transfer  by  telephone  or by
submitting a written transfer  request to our  Administrative  Office.  Transfer
request forms are available from your Equitable agent or from our Administrative
Office.  Special rules apply to telephone transfers.  See TELEPHONE TRANSFERS on
page 11.

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 division or be  transferred  to any one division as long as the total amount
transferred that day, including any amount transferred to or from the Guaranteed
Interest Division,  is at least equal to the minimum.  However, we will transfer
the entire  amount in any  division of the  Separate  Account even if it is less
than the minimum specified in your policy. 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 division.  We may delay making a transfer if the New
York Stock Exchange is closed or the SEC has declared that an emergency  exists.
In addition, we may delay transfers where permitted under applicable law.

AUTOMATIC  TRANSFER SERVICE.  The Automatic Transfer Service enables you to make
automatic  monthly  transfers  out of the Money Market  Division  into the other
Separate Account divisions.

To start using this service you must first complete a special election form that
is available from your agent or our Administrative  Office. You must also have a
minimum  of  $5,000  in the  Money  Market  Division  on the date the  Automatic
Transfer  Service  is  scheduled  to begin.  You can elect up to eight  Separate
Account investment divisions for monthly transfers,  but the minimum amount that
may be transferred to each division each month is $50.

If you elect the Automatic  Transfer Service with your policy  application,  the
automatic  transfers  will  begin  in the  second  policy  month  following  the
Allocation  Date.  If you  elect  the  Automatic  Transfer  Service  after  your
application  has been  submitted,  automatic  transfers  will  begin on the next
monthly   processing   date  after  we  receive  your   election   form  at  our
Administrative Office. See POLICY PERIODS, ANNIVERSARIES, DATES AND AGES on page
16.


                                       10
<PAGE>


The Automatic  Transfer  Service will remain in effect until the earliest of the
following events: (1) the funds in the Money Market Division are insufficient to
cover the automatic transfer amount; (2) the policy is in a grace period; (3) we
receive at our  Administrative  Office your  written  instruction  to cancel the
Automatic  Transfer Service;  (4) we receive notice of death under the policy or
(5) you elect to purchase a fixed-benefit insurance option.

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

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

Telephone  transfers  may be  requested  on each  day we are  open  to  transact
business. You will receive the division's unit value as of the close of business
on the day you call. We do not accept  telephone  transfer  requests  after 3:00
p.m. Eastern Time. Only one telephone  transfer request is permitted per day and
it may not be revoked at any time. 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.

Procedures have been established by Equitable Variable that are considered to be
reasonable  and are  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
Equitable  Variable  does not  employ  reasonable  procedures  to  confirm  that
instructions  communicated  by telephone  are genuine,  it may be liable for any
losses  arising  out of any action on its part or any failure or omission to act
as a result of its own negligence, lack of good faith, or willful misconduct. In
light of the procedures  established,  Equitable Variable will not be liable for
following telephone instructions that it reasonably believes 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 Division.

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
Division.  This loaned  amount earns an interest  rate  expected to be different
from the interest rate for unloaned  amounts.  Amounts securing a Living Benefit
payment are not available for policy loans.

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

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 CHANGING YOUR  ALLOCATION AND DEDUCTION  PERCENTAGES on page 8. If
the loan cannot be allocated  based on these  percentages,  it will be allocated
based on the  proportions of your unloaned  amounts in the  Guaranteed  Interest
Division and your value in each division of the Separate Account to the unloaned
value of your Policy Account.

POLICY LOAN  INTEREST.  Interest on a policy loan accrues daily at an adjustable
interest  rate. We determine the rate at the beginning of each policy year.  The
same rate applies to any outstanding  policy 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 Division where it earns a declared rate for loaned amounts.
Loaned  amounts are expected to earn  interest at a lower rate than the rate you
are charged for policy loan interest. Currently


                                       11
<PAGE>


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 current
rate  credited  on loaned  amounts is 1/2 of 1% less than the rate we charge for
policy loan  interest.  Because  Champion 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%.

WHEN INTEREST IS DUE. Interest is due on each policy anniversary.  If you do not
pay the interest when it is due, it will be added to your  outstanding  loan and
allocated based on the deduction allocation  percentages for your Policy Account
which  are then in  effect.  This  means an  additional  loan is made to pay the
interest and amounts are transferred  from the investment  divisions 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.  However,  except for loan interest due, we assume that
any  money you send us is meant as a  premium  payment.  If you wish to have any
payment  applied to repay a loan, you must  specifically so indicate in writing.
We will first allocate loan repayments to our Guaranteed Interest Division until
the amount of any loan  originally  allocated to that  division 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  Division
will not be available for investment in the divisions of the Separate Account or
in the unloaned portion of the Guaranteed  Interest  Division.  Whether you earn
more or less  with  the  loaned  amount  set  aside  depends  on the  investment
experience of the divisions of the Separate  Account and the rates  declared for
the unloaned  portion of the  Guaranteed  Interest  Division.  The amount of any
policy loan and accrued loan  interest  will reduce the proceeds  paid from your
policy upon the death of the insured person,  maturity or policy  surrender.  In
addition,  a loan will reduce the amount available for you to withdraw from your
policy or to apply to  options  on lapse.  A loan may also  affect the length of
time that your insurance remains in force. See YOUR POLICY CAN LAPSE on page 15.
See TAX EFFECTS on page 17 for the tax consequences of a policy loan.

PARTIAL WITHDRAWALS FROM YOUR POLICY ACCOUNT

At any time after the first policy year while the insured person is living,  you
may request a partial  withdrawal of your Net Cash Surrender Value by writing to
our Administrative Office. 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  not exceed the excess of the Policy Account value over Tabular Policy Account
   value,

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.

PARTIAL  WITHDRAWAL  CHARGES.  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.

ALLOCATION OF PARTIAL  WITHDRAWALS AND CHARGES.  You may specify how much of the
withdrawal you want taken from amounts you have in each division of the Separate
Account and the unloaned portion of the Guaranteed Interest Division.  If you do
not  specifically  indicate,  we will make the  withdrawal  on the basis of your
deduction  allocation  percentages.  The related expense charge is deducted from
the amount you have  remaining in each division and the unloaned  portion of the
Guaranteed Interest Division,  based on the proportion that the amount withdrawn
from each bears to the total amount withdrawn.  If we cannot make the withdrawal
or deduct the expense  charge in the manner  described  above,  we will make the
withdrawal and deduction  based on the  proportions of your unloaned  amounts in
the Guaranteed  Interest  Division and the divisions of the Separate  Account 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 Cash Surrender  Value.  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. However:

o  Under an Option A policy (unless the Alternative  Death Benefit  applies) the
   Face Amount will be reduced so that there will be no change in the net amount
   at risk.  This will also  result in a  reduction  of  scheduled  premium  and
   Tabular values. Surrender Charges will not be incurred.

o  Under the  Alternative  Death  Benefit  (whether  under  Option A or B) there
   generally  would be a greater  than  dollar-for-dollar  reduction in both the
   death  benefit  and the net amount at risk,  but no change in the Face Amount
   will be made.

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 on page 17 for the tax  consequences  of a partial  withdrawal and for a
reduction in benefits.  Withdrawals increase the risk that your policy may lapse
even if scheduled  premiums are paid when due.  This is because the Premium Test
for  lapse  applies  net  of  withdrawals,  and  investment  experience  may  be
insufficient  to enable  your  Policy  Account  to meet the  alternative  Policy
Account Test. See YOUR POLICY CAN LAPSE on page 15.


                                       12
<PAGE>


SURRENDER FOR NET CASH SURRENDER  VALUE.  The Cash Surrender Value is the amount
in your Policy Account minus the Surrender  Charges  described  under  SURRENDER
CHARGES on page 15. The Net Cash Surrender Value equals the Cash Surrender Value
minus any loan and accrued loan interest.

You may surrender your policy for its Net Cash Surrender Value at any time while
the insured person is living.  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  on  page  17 for  the  tax
consequences of a policy surrender.

DEDUCTIONS AND CHARGES

DEDUCTIONS  FROM YOUR PREMIUMS.  Charges for applicable  taxes and certain other
charges are  deducted  from  premiums as  specified  below.  The balance of each
premium (the net premium) is placed in your Policy Account.

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

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

o  COLLECTION  CHARGE.  $2 is  deducted  from  each  premium  to pay the cost of
   payment  processing.  Policyowners who pay premiums annually will incur lower
   aggregate collection charges than those who pay more frequently.

o  PREMIUM SALES CHARGE. 4% of each premium will be deducted to compensate us in
   part for sales and promotional  expenses in connection with selling  Champion
   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,  the Premium  Surrender
   Charge  described below, and any profit we may earn on other charges deducted
   under the policy. See PREMIUM SURRENDER CHARGE on page 15.

   Currently, we deduct the Premium Sales Charge from each premium payment until
   the cumulative  amount deducted  equals 40% of scheduled  premiums due in the
   first policy year as  determined at issue.  However,  we reserve the right to
   deduct the guaranteed charge of 4% of each premium payment at any time during
   the life of the policy.

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

o  MONTHLY ADMINISTRATIVE CHARGES. $20 per month during the first policy year to
   compensate us for the cost of underwriting and issuing your policy.

   $5 per month  after the first  policy year to  compensate  us for the ongoing
   costs of maintaining your policy,  such as billing,  policy  transactions and
   policyowner communications. We reserve the right to increase this charge, but
   it is  guaranteed  not to exceed $8 per  month.  All  administrative  charges
   (including  the  collection   charge  deducted  from  your  premium  and  the
   Administrative Surrender Charge described below) are designed to reimburse us
   for expenses, and we do not expect to profit from them.

o  COST OF INSURANCE  CHARGE.  The cost of  insurance  charge is  calculated  by
   multiplying  the net amount at risk at the  beginning  of the policy month by
   the monthly cost of insurance  rate  applicable to the insured person at that
   time.  The net amount at risk is the  difference  between the  current  death
   benefit and the amount in your Policy Account.  Your cost of insurance charge
   will vary from month to month with changes in the net amount at risk, and the
   rate will change with the increasing age of the insured person.

   Unless the  Alternative  Death  Benefit  applies,  the net amount at risk for
   Option A policies is the Face Amount minus the Policy Account value.  This is
   also the way we calculate  the net amount at risk for Option B policies  when
   the Policy Account value is less than the Tabular Policy Account value.  When
   the Policy Account value exceeds the Tabular  Policy Account value,  however,
   the net amount at risk for Option B policies equals the Face Amount minus the
   Tabular Policy Account value.

   Making  premium  payments  (whether  scheduled or optional) may increase your
   Policy  Account,  which would,  under Option A, reduce the net amount at risk
   while leaving the death benefit unchanged.  An increase in the Policy Account
   under an Option B policy will  increase  the death  benefit and leave the net
   amount  at risk  unchanged  as long as the  Policy  Account  is more than the
   Tabular  Policy  Account.  However,  if the Tabular  Policy  Account value is
   greater, an increase in the Policy Account will have the same effect as under
   Option A.  Reducing the net amount at risk will  generally  result in reduced
   cost of insurance charges.  When the higher Alternative Death Benefit applies
   a higher  net  amount at risk and,  consequently,  higher  cost of  insurance
   charges will apply. In this situation,  premium  payments will not reduce the
   net  amount  at risk.  See  DEATH  BENEFITS  on page 8 for  when  the  higher
   Alternative Death Benefit applies.

   The monthly cost of insurance rate applicable to your policy will be based on
   our current monthly cost of insurance rates. After the first policy year, 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


                                       13
<PAGE>


   Ordinary Male and Female, Smoker and Non-Smoker Mortality Tables. The current
   monthly cost of insurance  rates are determined  based on factors such as the
   sex,  age and  smoker/non-smoker  status of the  insured  person and the Face
   Amount of the policy at the time of the  charge.  In  addition,  the  current
   rates also vary depending on the duration of the policy (i.e., length of time
   since a policy has been issued).

   Beginning in the sixth policy year, current monthly cost of insurance charges
   are  reduced  by an amount  equal to a  percentage  of your  unloaned  Policy
   Account Value on the date such charges are assessed.  These percentages begin
   at an annual  rate of .05% and  increase  annually.  This  cost of  insurance
   charge  reduction  applies on a current basis and is not guaranteed.  Because
   Champion 2000 was offered for the first time in 1992, no reduction of cost of
   insurance charges in the sixth policy year has yet been attained.

   Lower cost of  insurance  rates  apply at most ages for  insured  persons who
   qualify as  non-smokers.  To qualify,  an insured person must meet additional
   requirements that relate to smoking habits.  In addition,  the insured person
   must be age 20 or over. Insured persons who are under 20 years of age may ask
   us to  review  their  current  smoking  habits  when they  reach  the  policy
   anniversary  nearest their 20th birthday.  A change in smoker  classification
   will effect scheduled premiums and Tabular values.

   There will be no distinctions based on sex in the cost of insurance rates for
   Champion 2000 policies sold in  Massachusetts  and Montana.  Policyowners  in
   these states should disregard the references to sex in this prospectus.  Cost
   of insurance rates applicable to a policy issued in these states 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 in these states. The guaranteed cost
   of insurance  rates for Champion  2000 are based on the  Commissioner's  1980
   Standard Ordinary SB Smoker and NB Non-Smoker Mortality Table.

   Congress  and the  legislatures  of  various  states  have  from time to time
   considered  legislation that would require insurance rates to be the same for
   males and females of the same age and rating  class.  In addition,  employers
   and employee organizations should consider, in consultation with counsel, the
   impact  of Title  VII of the  Civil  Rights  Act of 1964 on the  purchase  of
   Champion 2000 in connection with an  employment-related  insurance or benefit
   plan. The United States Supreme Court held, in a 1983 decision,  that,  under
   Title VII, optional annuity benefits under a deferred compensation plan could
   not vary on the basis of sex.

o  RATING CHARGE.  A charge will be assessed if the insured person does not meet
   standard underwriting requirements. The amount and duration of this charge is
   shown on the Policy  Information  Page.  Unlike the cost of insurance charge,
   the rating charge is  calculated  based upon the Face Amount of insurance and
   not the net amount at risk.

o  CHARGES FOR  ADDITIONAL  BENEFITS.  The cost of any  additional  benefits you
   choose will be deducted monthly. The amount and duration of these charges are
   shown on the Policy Information Page.

o  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 scheduled  premiums are paid, no withdrawals  are made and
   any policy loan plus accrued loan  interest does not exceed the policy's Cash
   Surrender Value.  This charge will be assessed as long as your policy remains
   in force and regardless of whether scheduled premiums are paid.

Any changes in the cost of insurance  rates,  charges for  additional  benefits,
Premium  Sales  Charge,  mortality  and expense  risk  charge or  administrative
charges  will be by class of  insured  person  and will be based on  changes  in
future expectations about such factors as investment  earnings,  mortality,  the
length of time policies will remain in effect, expenses and taxes.

In addition to the monthly  deductions from your Policy Account described above,
see PARTIAL  WITHDRAWALS  FROM YOUR POLICY  ACCOUNT on page 12 and  TRANSFERS OF
POLICY  ACCOUNT VALUE on page 10 for a description of policy  transaction  fees.
Also, if after your policy is issued,  you request more than one illustration in
a policy year, we may charge a fee. See INDIVIDUAL ILLUSTRATIONS on page 26.

HOW POLICY ACCOUNT CHARGES ARE ALLOCATED. Generally, deductions from your Policy
Account for monthly charges are made from the divisions of our Separate  Account
and the unloaned portion of our Guaranteed  Interest Division in accordance with
the deduction  allocation  percentages  specified in your application unless you
instruct  us in  writing to do  otherwise.  See  CHANGING  YOUR  ALLOCATION  AND
DEDUCTION  PERCENTAGES  on page 8. If a deduction  cannot be made in  accordance
with  these  percentages,  it will be made  based on the  proportions  that your
unloaned  amounts in the  Guaranteed  Interest  Division and your amounts in the
divisions  of the  Separate  Account  bear to the total  unloaned  value of your
Policy Account.

CHARGES  AGAINST THE SEPARATE  ACCOUNT.  These charges are reflected in the unit
values for the divisions of the Separate Account.  See HOW WE DETERMINE THE UNIT
VALUE on page 10.

o  A charge for assuming  MORTALITY AND EXPENSE  RISKS will be made.  The annual
   current rate is .60%. The annual guaranteed rate is .70%. 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 Champion 2000. If the amount collected from
   this charge exceeds losses from the risks assessed, 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 divisions
   of the Separate Account. See TAX EFFECTS on page 17.


                                       14
<PAGE>


TRUST CHARGES.  Our Separate Account  purchases shares of the Trust at net asset
value. That price reflects investment  management fees and other direct expenses
that have already been deducted from the assets of the Trust. The Trust does not
impose a sales charge. See THE TRUST'S INVESTMENT ADVISER on page 4.

SURRENDER CHARGES.  There will be a difference between the amount in your Policy
Account and the Cash Surrender Value of your policy for the first fifteen policy
years.  This  difference  is the  result  of the  Premium  Surrender  Charge,  a
contingent  deferred  sales  charge,  and a contingent  deferred  Administrative
Surrender  Charge.  See also PREMIUM  SALES CHARGE on page 13. These charges are
contingent because you pay them only if you surrender your policy (or reduce its
Face Amount or let it lapse).  They are  deferred  because we do not deduct them
from your premiums. Because these Surrender Charges are contingent and deferred,
the amount we might  collect in a policy year is not related to actual  expenses
for that year.

o  PREMIUM SURRENDER CHARGE. To determine the Premium Surrender Charge, "target"
   premiums are used. A target premium is generally  equal to the annual initial
   scheduled  premium for basic life  insurance,  but it may be less in order to
   meet certain state law requirements.

   The maximum  Premium  Surrender  Charge will equal 61% of one target premium.
   The maximum will not vary based on the amount of premiums you pay or when you
   pay them. After the first eight policy years,  the maximum Premium  Surrender
   Charge  begins to  decrease on a monthly  basis  resulting  in the  following
   year-end maximums: End of Year 9 (56%), Year 10 (51%), Year 11 (41%), Year 12
   (31%), Year 13 (21%), Year 14 (11%) and Year 15 (0).

   Subject to the maximum,  the Premium  Surrender Charge is calculated based on
   actual premium  payments.  The charge equals 26% of all premium payments made
   in the  first  year up to one  target  premium  and 5% of all  other  premium
   payments, subject to the maximum percentages described above.

o  ADMINISTRATIVE  SURRENDER  CHARGE.  The  Administrative  Surrender Charge for
   insured  persons  over age 19 is $540 during the first three policy years and
   declines in equal monthly increments  thereafter,  expiring at the end of the
   twelfth policy year.  For insured  persons 19 and under,  the  Administrative
   Surrender  Charge is $450 during the first three policy years and declines in
   equal monthly  increments  thereafter until it reaches zero at the end of the
   twelfth  policy  year.  This  charge is  intended  to  compensate  us for the
   administrative costs in issuing the policy.

A table of maximum  Surrender  Charges  (maximum  Premium  Surrender Charge plus
maximum Administrative Surrender Charge) appears on the Policy Information Page.

If during the first fifteen  policy years,  you decrease the Face Amount of your
policy,  we will  consider  it a partial  surrender  and will  deduct a pro rata
portion of the Surrender  Charges.  The pro rata Surrender  Charge for a partial
surrender will be determined by dividing the amount of the Face Amount  decrease
by the initial Face Amount and multiplying  that fraction by the total Surrender
Charge.

We will  deduct the pro rata  Surrender  Charge to the extent  available  in the
Policy  Account  and reduce the total  Surrender  Charge by the amount  actually
deducted.  The  maximum  Surrender  Charges  you could pay in the future will be
reduced proportionately.  You will receive a new Policy Information Page showing
the new maximum Surrender Charges.

ADDITIONAL INFORMATION ABOUT CHAMPION 2000

YOUR POLICY CAN LAPSE.  Your policy may terminate  ("lapse") if a default occurs
as described below, or if any outstanding policy loan plus accrued loan interest
exceeds the policy's  Cash  Surrender  Value.  If your policy  lapses during the
first fifteen policy years, you will incur Surrender Charges.

On the first day of each policy month, we perform the following test (called the
Policy Account Test):

   (A) Determine the Tabular Policy Account value.

   (B) Determine your Policy Account value after that day's deductions and other
       policy transactions.

If (A) is less than (B),  then the policy is not in  default.  If (A) is greater
than (B),  there is a Policy  Account  deficit and we perform the following test
(called the Premium Test):

   (C) Determine the scheduled  premium fund. The scheduled premium fund for any
       policy month is the  accumulation of all scheduled  premiums due prior to
       that month,  taking into  account any changes to  scheduled  premiums and
       accumulated at an effective annual interest rate of 4%.

   (D) Determine the actual premium fund. The actual premium fund for any policy
       month  is  the  accumulation  of all  premiums  paid,  accumulated  at an
       effective annual interest rate of 4% minus all withdrawals accumulated at
       the same rate of interest.

If (C) is greater than (D), then the policy is in default as of the beginning of
the current policy month. This is the date of default.

Your policy will pass the Premium  Test if you have made all  scheduled  premium
payments  when due and have not made any  withdrawals.  Your policy may pass the
Policy  Account  Test  because of favorable  investment  experience,  because we
deducted less than the guaranteed  maximum  charges,  because you paid more than
scheduled  premiums,  or a  combination  of these  factors.  However,  it is not
advisable to rely on these  factors,  because  investment  experience and policy
charges may vary in the future.

The  policy  will  not go into  default  during  any  covered  period  of  total
disability  under a Disability  Waiver rider as long as no withdrawals  are made
and loan  interest is paid when due during that time.  If you make a  withdrawal
during a period of total  disability,  the default tests will be applied and the
policy will go into default if the tests are failed.

A 61-day  grace  period  will begin as of the date of  default.  Insurance  will
remain in effect  during the grace  period,  but we will  subtract  any  overdue
Policy  Account  deductions  from the death  benefit if the insured  person dies
during that period. We will send you a notice of the


                                       15
<PAGE>


payment  required to end the default and to keep the policy in force. The amount
of this payment will not be greater than the  difference  between the  scheduled
premium  fund at the end of the grace  period and the actual  premium fund as of
the date of  default.  During the grace  period,  we will not accept any premium
payment until a payment at least equal to the required amount has been made.

If the required payment is not received during the grace period, the policy will
lapse as of the date of default.  When a policy lapses, any additional  benefits
also end. All insurance will end unless the policy's Net Cash Surrender Value is
used to purchase a continuing  insurance option. See OPTIONS ON LAPSE below. See
also TAX EFFECTS on page 17 for the potential tax  consequences of policy lapse.
Any payment  received  during a grace period  (after  required  deductions  from
premiums)  will be put in your Policy  Account and allocated in accordance  with
your premium allocation percentages. Overdue deductions will be collected.

Whenever we determine that an outstanding policy loan plus accrued loan interest
exceeds the Cash Surrender Value, we will send a notice to inform you of this. A
61-day grace period will begin from the date we send the notice. The policy will
terminate at the end of the grace period unless you make a loan repayment during
the  grace  period  that is large  enough to reduce  your  outstanding  loan and
accrued loan interest to below the Cash Surrender Value of your policy.

While a policy is in the grace period you may not transfer Policy Account value,
decrease the Face Amount or make a partial withdrawal.

OPTIONS ON LAPSE.  If your  policy  lapses,  we will use any Net Cash  Surrender
Value to  maintain  insurance  in force under one of the two  insurance  options
described  below,  or, if you  request,  we will pay you any Net Cash  Surrender
Value or  reinstate  the  policy.  See YOU MAY  REINSTATE  THE POLICY  below for
conditions  of  reinstatement.  We will  deduct  any  amounts  securing a Living
Benefit payment.

Fixed-benefit paid-up extended term insurance is the automatic option when it is
available and you have not requested one of the other options.  If fixed-benefit
paid-up  extended  term  insurance is not  available,  the  automatic  option is
fixed-benefit reduced paid-up insurance.

o  FIXED-BENEFIT PAID-UP EXTENDED TERM INSURANCE. Under this option the Net Cash
   Surrender  Value is used to buy term  insurance  equal to the  death  benefit
   under your  policy on the date of  default  minus any loan and  accrued  loan
   interest  as of that date.  The length of time that  coverage  will  continue
   depends  on the Net  Cash  Surrender  Value on the  date of  default  and the
   smoker/non-smoker  status,  age and sex (except  where unisex rates apply) of
   the insured person.  Extended term insurance has a cash surrender  value, but
   it cannot be used for a loan.  Partial  withdrawals  are not available.  This
   option is not available if specified on the Policy Information Page.

o  FIXED-BENEFIT  REDUCED PAID-UP INSURANCE.  If we receive your written request
   for this option  within three  months  following  the date of default,  or if
   paid-up  extended term  insurance is not  available,  the Net Cash  Surrender
   Value will be used to buy reduced paid-up whole life insurance. The amount of
   insurance you can buy will depend on the amount of Net Cash Surrender  Value,
   and the insured  person's  age,  sex (except  where  unisex  rates apply) and
   smoker  classification on the date of default.  This option cannot be elected
   if the face amount of reduced  paid-up  insurance  would be less than $1,000.
   The amount of reduced  paid-up fixed  insurance  will generally be lower than
   the amount of extended term  insurance.  Reduced  paid-up fixed insurance has
   cash  value,  which may be used during the insured  person's  lifetime  for a
   loan.

If we  receive  your  request  for a cash  payment  after the grace  period  has
expired,  the  payment  will  be the  cash  surrender  value  of the  applicable
insurance option less any loan plus accrued interest, if applicable.

Upon  written  request,  you may choose to have your policy  placed under one of
these insurance options as of the beginning of the next policy month. The option
chosen must have been available to you upon lapse, as described above.

See TAX EFFECTS on page 17 for the potential tax  consequences of a reduction in
death benefits.

YOU MAY REINSTATE THE POLICY. Unless the policy has been surrendered for its Net
Cash Surrender  Value, you may reinstate a lapsed policy within five years after
the grace period has expired if:

o  you apply for reinstatement during the five year period;

o  you provide  evidence  satisfactory  to us that the  insured  person (and any
   other person insured under a rider) is still insurable;

o  you make the required premium payment; and

o  you repay any loan (with  accrued loan  interest)  that was taken while under
   the reduced paid-up option.

The  required  payment  will not be  greater  than the  difference  between  the
scheduled  premium fund and the actual premium fund on the date of reinstatement
plus the  scheduled  premium  due on such date,  if any.  We will deduct (i) the
charge for applicable taxes; (ii) the collection charge, (iii) the Premium Sales
Charge, if applicable and (iv) overdue monthly  administrative  charges from the
date of  default.  Some  states  may vary the time  period or the  amount of the
payments  described  above.  See TAX  EFFECTS on page 17 for the  potential  tax
consequences of reinstatement.

POLICY  PERIODS,  ANNIVERSARIES,  DATES  AND  AGES.  When an  application  for a
Champion 2000 policy is completed and submitted to us, we decide  whether or not
to issue the  policy.  This  decision  is made based on the  information  in the
application and our standards for issuing insurance and classifying risks. If we
decide not to issue a policy, any premium paid will be refunded.

The Issue Date, shown on the Policy Information Page, is the date your policy is
actually issued.  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 PREMIUM AMOUNTS AND DUE DATES on page 7.


                                       16
<PAGE>


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

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

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

We may permit  corporate  policyowners  to  backdate a Register  Date (up to six
months) in order to coordinate a single premium  payment date for all employees.
We may also permit  policyowners to advance a Register Date (up to three months)
in employer-sponsored  payroll deduction cases. Backdating the Register Date (up
to six months) may also be permitted to save age.

The investment start date is the date that your first net premium begins to vary
with the  investment  performance  of the  divisions of the Separate  Account or
accrue interest in the Guaranteed Interest Division.  Generally,  the investment
start date will be the same as the  Register  Date if the full first  premium is
received at our Administrative Office before the Register Date.  Otherwise,  the
investment start date will be the date the full first 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  invested.  The  investment  start date for  policies  with
backdated  Register  Dates will also be the date the  premium is received at our
Administrative  Office.  Any  subsequent  premium  payment  received  after  the
investment start date will begin to experience investment  performance as of the
date such payment is received at our Administrative Office. Remember, the amount
of any premium  received prior to the  Allocation  Date will be allocated to the
Money Market  Division of the Separate  Account until the  Allocation  Date. See
PREMIUM AND MONTHLY DEDUCTION ALLOCATIONS on page 8.

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

TAX EFFECTS

This  discussion  is based on our  understanding  of the  effect of the  current
Federal income tax laws as currently interpreted on Champion 2000 policies owned
by U.S. resident individuals.  The tax effects on corporate taxpayers subject to
the Federal alternative minimum tax, non-U.S. residents or non-U.S. citizens may
be different. This discussion is general in nature, and should not be considered
tax advice, for which you should consult your legal or tax adviser.

POLICY PROCEEDS.  A Champion 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). We believe that Champion 2000 will meet these
requirements, and that under Federal income tax law:

o  the death benefit received by the beneficiary under your Champion 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.

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

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

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

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

If the  benefits  under your  policy are reduced  during the first seven  policy
years (or within seven years after a material change) 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 lapse, 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
lapses and is reinstated, will also be considered a modified endowment.


                                       17
<PAGE>


Changes made to a life insurance policy,  for example, a decrease in benefits or
a reduction in benefits as a result of policy  lapse,  may have other effects on
your policy, including impacting the maximum amount of premiums that can be paid
under the policy, as well as the maximum amount of Policy Account value that may
be maintained under the policy.  In some cases, this may cause us to take action
in order to assure  your  policy  continues  to qualify as life  insurance.  See
POLICY CHANGES on page 18.

IF YOUR CHAMPION 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 age of the insured  person 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  lapses  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  (excluding  certain  qualified
plans)  during any  calendar  year are to be  aggregated.  The  Secretary of the
Treasury has  authority to prescribe  additional  rules to prevent  avoidance of
"income-first" taxation on distributions from modified endowments.

A 10% penalty tax will also apply to the taxable portion of a distribution  from
a modified endowment.  The penalty tax will not, however, apply to distributions
(i) to  taxpayers 59 1/2 years of age or older,  (ii) in the case of  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
lapses 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.

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

In  connection   with  the  issuance  of  the  then  temporary   diversification
regulations,  the Treasury Department stated that it anticipated the issuance of
regulations or rulings  prescribing the  circumstances in which the ability of a
policyowner  to direct his  investment  to  particular  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 Variable,  and not the policyowner,
would be considered the owner of the assets of the Separate Account.

POLICY  CHANGES.  For you and your  beneficiary  to  receive  the tax  treatment
discussed above,  your policy must initially  qualify and continue to qualify as
life  insurance  under Sections 7702 and 817(h) of the Code. We 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.  In addition,  the Treasury
Department may amend existing regulations,  issue new regulations,  or adopt new
interpretations  of  existing  laws.  State tax laws or, if you are not a United
States resident, foreign tax laws, may


                                       18
<PAGE>


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. If the insured person is the policyowner,
the death  benefit  under  Champion  2000 will  generally be  includable  in the
policyowner's  estate for purposes of Federal estate tax. If the  policyowner is
not the insured person,  under certain  conditions only the Cash Surrender Value
of the policy would be so  includable.  Federal  estate tax is  integrated  with
Federal gift tax under a unified rate  schedule.  In general,  estates less than
$600,000  will not  incur a  Federal  estate  tax  liability.  In  addition,  an
unlimited  marital  deduction may be available  for Federal  estate 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 or beneficiary will determine how
ownership or receipt of policy  proceeds will be treated for purposes of Federal
estate  and  generation  skipping  taxes,  as well as state  and  local  estate,
inheritance and other taxes.

PENSION AND  PROFIT-SHARING  PLANS. If Champion 2000 policies are purchased by a
fund which  forms  part of a pension  or  profit-sharing  plan  qualified  under
Sections 401(a) or 403 of the Code for the benefit of participants covered under
the plan,  the Federal  income tax  treatment of such  policies will be somewhat
different from that described above.

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

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

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

OUR TAXES. Under the life insurance company tax provisions of the Code, variable
life insurance is treated in a manner consistent with fixed life insurance.  The
operations  of the  Separate  Account are  reported  in our  Federal  income tax
return,  but we  currently  pay no income tax on  investment  income and capital
gains reflected in variable life insurance policy reserves. Therefore, no charge
is currently  being made to any division 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 and 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.


PART 3:       ADDITIONAL INFORMATION

YOUR VOTING PRIVILEGES

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


                                       19
<PAGE>


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

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

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

SEPARATE ACCOUNT VOTING RIGHTS.  Under the Act, certain actions (such as some of
those described  under OUR RIGHT TO CHANGE HOW WE OPERATE,  page 20) may require
policyowner  approval.  In that case, you will be entitled to one vote for every
$100 of value you have in the  divisions of the Separate  Account.  We will cast
votes  attributable to amounts we have in the divisions of the Separate  Account
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 divisions to, or remove divisions from, the Separate Account, combine two
   or more divisions within the Separate Account, or withdraw assets relating to
   Champion 2000 from one division and put them into another;

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

o  operate the Separate  Account under the direction of a committee or discharge
   such a  committee  at any time (the  committee  may be  composed  entirely of
   persons who are "interested persons" of Equitable Variable under the 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  divisions  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 division,  you will be notified as required by law. We may, for
example,  cause the  division  to  invest in a mutual  fund  other  than,  or in
addition to, the Trust. If you then wish to transfer the amount you have in that
division  to another  division  of the  Separate  Account  or to the  Guaranteed
Interest   Division,   you  may  do  so,  without  charge,   by  contacting  our
Administrative  Office.  At the  same  time,  you may also  change  how your net
premiums and deductions are allocated.

OUR REPORTS TO POLICYOWNERS

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

LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY

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

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

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

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


                                       20
<PAGE>


If the insured person dies within the time that we may challenge the validity of
the  policy,  we may delay  payment  until we decide  whether to  challenge  the
policy. If the insured person's age or sex is misstated on any application,  the
death benefit and any additional  benefits provided will be those which would be
purchased by the most recent deduction for the cost of insurance and the cost of
any  additional  benefits  at the insured  person's  correct age and sex. If the
insured  person  commits  suicide  within two years  after the date on which the
policy was issued or following a policy change that increases the death benefit,
the death  benefit will be limited as  described  in the policy.  A new two year
period  will  begin on the date of  substitution  following  a  substitution  of
insured. Some states require that we measure this time by some other date.

YOUR PAYMENT OPTIONS

Policy  benefits or other payments such as the Net Cash  Surrender  Value may be
paid immediately in one sum or you may choose another form of payment for all or
part  of the  money.  Payments  under  these  options  are not  affected  by the
investment experience of any division of the Separate Account. 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,  page 21). If
you do not arrange  for a specific  form of payment  before the  insured  person
dies, the  beneficiary  will be paid through the Equitable  Access Account . See
WHEN WE PAY POLICY PROCEEDS on page 21. The beneficiary  will then have a choice
of payment options.  However,  if you do make an arrangement with us for how the
money will be paid, the  beneficiary  cannot change the choice after the insured
person dies. Different payment options may result in different tax consequences.

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

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

YOUR BENEFICIARY

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

ASSIGNING YOUR POLICY

You  may  assign  (transfer)  your  rights  in the  policy  to  someone  else as
collateral for a loan or for some other reason,  if we agree.  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 insured  person and will not be affected by  subsequent  changes in
the unit values of the divisions of the Separate  Account.  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 to the
agent within seven days after we receive the required documents.  The agent will
deliver the checkbook 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 Division 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 Division.

DIVIDENDS

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


                                       21
<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 Champion
2000  policy  may  vary  somewhat  from  jurisdiction  to  jurisdiction.   State
variations  will be  covered  by a  supplement  to  this  prospectus  or  policy
endorsement as appropriate.

The Champion  2000 policy (Plan No.  90-400) has been filed with and approved by
insurance  officials  in 50  states,  Puerto  Rico and the  Virgin  Islands.  No
Champion 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  Variable may vary the charges and other terms of Champion  2000 where
special  circumstances  result in sales or administrative  expenses or mortality
risks that are  different  than those  normally  associated  with  Champion 2000
policies.  These  variations  will be made only in accordance with uniform rules
that we establish.

DISTRIBUTION

Prior to May 1, 1994,  we were the  principal  underwriter  of the Trust under a
Distribution Agreement. In addition,  Equitable distributed our policies under a
Sales  Agreement.  Effective May 1, 1994,  these  underwriting  and distribution
responsibilities  will be transferred to Equico  Securities,  Inc.  (Equico),  a
wholly-owned  subsidiary of Equitable,  whose principal business address is 1755
Broadway,  New  York,  NY  10019.  Equico  is  registered  with  the  SEC  as  a
broker-dealer  under the Securities  Exchange Act of 1934 (the Exchange Act) and
is a member of the National Association of Securities Dealers,  Inc. Equico will
be paid a fee for its services as distributor of our 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 Equico.  The agent who sells you this policy  receives sales
commissions  from  Equitable.  We reimburse  Equitable  from our own  resources,
including the Premium Sales Charge  deducted from your premium and any Surrender
Charges we might  collect.  Generally,  during the first policy year,  the agent
will receive an amount  equal to a maximum of 50% of the  premiums  paid up to a
certain amount and 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 6% of the
premiums  paid up to a certain  amount and 4% of the premiums  paid in excess of
that amount; and, for years eleven and later, the agent receives an amount up to
3% of the premiums paid.  Commission rates for Incentive Life 2000, our flexible
premium  variable  life  insurance  policy,  currently  are lower for first year
premiums  and higher for  subsequent  premiums.  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 Equico or of another  company  registered
with the SEC as a  broker-dealer  under the Exchange  Act. The  commissions  for
independent  brokers  will be no more than those for agents and the same  policy
for  recovery  of  commissions  applies.  Commissions  will be paid  through the
registered broker-dealer.

Equitable performs certain sales and administrative  duties for us pursuant to a
written agreement which is automatically  renewed each year, unless either party
terminates.  Under this  agreement,  we pay Equitable for salary costs and other
services and an amount for indirect costs incurred  through our use of Equitable
personnel and facilities. We also reimburse Equitable for sales expenses related
to business  other than variable life insurance  policies.  The amounts paid and
accrued to  Equitable  by us under the sales and  services  agreements  totalled
approximately $355.7 million in 1993, $374.9 million in 1992, and $336.6 million
in 1991.

LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

ACCOUNTING AND ACTUARIAL EXPERTS

The  financial  statements  of Equitable  Variable  and of the Separate  Account
included in this  prospectus  have been audited for the year ended  December 31,
1993 by Price  Waterhouse  and for the years ended December 31, 1992 and 1991 by
Deloitte  &  Touche,  as  stated  in their  respective  reports.  The  financial
statements  of the Separate  Account and  Equitable  Variable for the year ended
December 31, 1993 included in this  prospectus have been so included in reliance
on the  report  of  Price  Waterhouse,  independent  accountants,  given  on the
authority of such firm as experts in  accounting  and  auditing.  The  financial
statements of the Separate  Account and  Equitable  Variable for the years ended
December 31, 1992 and 1991 included in this  prospectus have been so included in
reliance  on the reports of Deloitte & Touche,  independent  accountants,  given
upon the authority of such firm as experts in accounting and auditing.


                                       22
<PAGE>


The financial  statements  of Equitable  Variable  contained in this  prospectus
should be considered  only as bearing upon the ability of Equitable  Variable to
meet its  obligations  under the  Champion  2000  policies.  They  should not be
considered  as bearing upon the  investment  experience  of the divisions of the
Separate Account.

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

ADDITIONAL INFORMATION

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


                                       23
<PAGE>


MANAGEMENT

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


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

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

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

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

Harvey Blitz...................  Director of Equitable  Variable  since  October 1992.  Senior Vice  President,  Equitable  since
                                 September 1987. Senior Vice President, The Equitable Companies,  Incorporated,  since July 1992.
                                 Director,  Equico  Securities,  Inc.,  since  September  1992; The Equitable of Colorado,  since
                                 September 1992;  Traditional Equinet Business Corporation of New York and its subsidiaries since
                                 October 1992.

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

Pascal Thebe...................  Director of Equitable  Variable since  February 1993.  Vice  President,  Equitable,  since March
                                 1993.  Prior thereto,  Vice President,  AXA (Paris),  since March 1992;  Vice  President,  Alpha
                                 Assurances, since June 1989; Actuary, Drout Assurances, since 1986.

OFFICERS--DIRECTORS

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

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

Richard H. Jenrette............  Senior  Investment  Officer,  Equitable  Variable,  since  September  1988;  Chairman  and Chief
                                 Executive Officer, The Equitable Companies  Incorporated,  since May 1992; Chairman of Executive
                                 Committee,  Equitable, since February 1994. Prior thereto, Chairman since May 1987. Chairman and
                                 Chief  Executive  Officer  from May 1990 to  September  1992.  Chairman,  Donaldson,  Lufkin and
                                 Jenrette,  Inc., since December 1973. Director,  AXA since July 1991 and various other Equitable
                                 subsidiaries. Director, McGraw-Hill, Inc., since January 1993.

James S. Kalmer................  Senior Vice President,  Equitable  Variable,  since February 1991. Vice President since December
                                 1987.  Senior Vice President,  Equitable,  since September 1989, prior thereto,  Vice President.
                                 Director,  Traditional  Equinet Business  Corporation of New York (TRAEBCO) and its subsidiaries
                                 since March 1991.
</TABLE>


                                       24
<PAGE>


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

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

Brian O'Neil...................  Senior Vice President and Chief  Investment  Officer,  Equitable  Variable,  since October 1992.
                                 Executive  Vice  President & Chief  Investment  Officer,  Equitable,  since  April  1992;  prior
                                 thereto;  Senior Vice President  since February 1989;  Vice President from July 1988 to February
                                 1989. Senior Vice President, Equitable Capital, from November 1987 to March 1989.

Samuel B. Shlesinger...........  Senior Vice  President,  Equitable  Variable,  since  February  1988.  Senior Vice President and
                                 Actuary, Equitable; prior thereto, Vice President and Actuary.

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

OFFICERS

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

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

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

John P. Natoli.................  Vice President and Chief Underwriting  Officer,  Equitable  Variable,  since February 1988. Vice
  2 Penn Plaza                   President, Equitable.
  New York, New York 10121

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

Kevin R. Byrne.................  Treasurer,  Equitable  Variable,  since September 1990; Vice President and Treasurer,  Equitable
                                 since  September  1993;  prior thereto,  Vice President from March 1989 to September  1993. Vice
                                 President  and  Treasurer,  The Equitable  Companies  Incorporated,  September  1993 to present;
                                 Frontier  Trust  since  August  1990;  Traditional  Equinet  Business  Corporation  of New  York
                                 (TRAEBCO) and its subsidiaries October 1990 to present.

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


                                       25
<PAGE>


PART 4:       ILLUSTRATIONS OF POLICY BENEFITS

To help clarify how the key  financial  elements of the policy work, a series of
tables have been prepared.  The tables show how death  benefits,  Policy Account
and Cash Surrender Values ("policy benefits") under a hypothetical Champion 2000
policy  could  vary over  time if the  divisions  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 division,  if the overall actual rates of return averaged 0%, 6% or 12%,
but went above or below those figures for the individual  investment  divisions.
The  tables  are for a 40 year old  standard  risk  male  non-smoker.  Scheduled
premiums of  $2,285.11  for an initial Face Amount of $200,000 are assumed to be
paid at the  beginning of each policy year.  The Maximum  Scheduled  Premium for
this policy is $7,542.56.  See PREMIUM REDETERMINATION on page 7. The difference
between the Policy  Account and the Cash  Surrender  Values in the first fifteen
years is the amount of the Surrender Charges. See SURRENDER CHARGES on page 15.

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 the sixth  policy year,  the current  tables  reflect the
reduction in current cost of insurance  charges.  Beginning in year eleven,  the
current  charges  reflect the  termination  of the  Premium  Sales  Charge.  See
DEDUCTIONS  FROM YOUR  PREMIUMS on page 13. The amounts shown at the end of each
policy  year  reflect  current  daily  charges  against  the  Separate   Account
investment  divisions  of .60% for  mortality  and  expense  risks (.70% for the
guaranteed table), .48% for investment  management (the average of the effective
annual  advisory  fees  applicable to each Trust  portfolio  during 1993 and the
maximum  advisory fee for the Equity Index  Portfolio) and .03% for direct Trust
expenses.  The charge  reflected for direct Trust expenses exceeds the aggregate
actual  charges  incurred  by the  portfolios  of the Trust as a  percentage  of
aggregate  average  daily  Trust net  assets  during  1993.  The effect of these
adjustments is that on a 0% gross rate of return the net rate of return would be
- -1.11%,  on 6% it  would  be 4.83%  and on 12% it  would  be  10.76%.  Remember,
however,  that  investment  management  fees and direct Trust  expenses  vary by
portfolio. See THE TRUST'S INVESTMENT ADVISER on page 4.

The  tables  assume a first  year  monthly  administrative  charge of $20 and an
applicable  tax rate 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 $5 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  tables  show that if a policy is  returned  in its very  early  years for
payment of its Cash Surrender  Value,  that Cash Surrender  Value will be low in
comparison to the amount of the premiums  accumulated  with interest.  Thus, the
cost of owning your policy for a relatively short time will be high.

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

INDIVIDUAL  ILLUSTRATIONS.  On request,  we will  furnish you with a  comparable
illustration  based on the age and sex of the proposed insured person,  standard
risk  assumptions  and an initial Face Amount of your choice.  If you purchase a
policy, we will, on request,  deliver an individualized  illustration reflecting
the  scheduled  premium  you have chosen and the  insured  person's  actual risk
class.  Upon  request  after  issuance,   we  will  also  provide  a  comparable
illustration  reflecting  your  actual  Policy  Account  value.  If you  request
illustrations  more  than  once  in any  policy  year,  we may  charge  for  the
illustration.


                                       26
<PAGE>


                                  CHAMPION 2000

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                 MODIFIED PREMIUM VARIABLE WHOLE LIFE INSURANCE
INITIAL SCHEDULED PREMIUM $2,285.11(1)              INITIAL FACE AMOUNT $200,000
                                   MALE AGE 40
                                   NON-SMOKER             DEATH BENEFIT OPTION A
                            ASSUMING CURRENT CHARGES


<TABLE>
<CAPTION>
                                                                                                                                   
                                      DEATH BENEFIT(3)                  POLICY ACCOUNT(3)               CASH SURRENDER VALUE(3)    
                               ASSUMING HYPOTHETICAL GROSS         ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS  
   END OF                      ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF  
   POLICY      ACCUMULATED   --------------------------------     ------------------------------     ------------------------------
    YEAR       PREMIUMS(2)       0%          6%         12%          0%         6%         12%          0%         6%         12%  
    ----       ----------    --------    --------    --------     -------    -------    --------     -------    -------    --------
<S>             <C>          <C>         <C>         <C>          <C>        <C>        <C>          <C>        <C>        <C>     
      1         $  2,399     $200,000    $200,000    $200,000     $ 1,488    $ 1,595    $  1,702     $   364    $   471    $    579
      2            4,919      200,000     200,000     200,000       3,119      3,432       3,758       1,881      2,194       2,521
      3            7,564      200,000     200,000     200,000       4,714      5,340       6,018       3,362      3,988       4,666
      4           10,342      200,000     200,000     200,000       6,272      7,320       8,502       4,866      5,914       7,095
      5           13,258      200,000     200,000     200,000       7,791      9,376      11,233       6,331      7,915       9,772

      6           16,320      200,000     200,000     200,000       9,273     11,512      14,242       7,759      9,997      12,727
      7           19,536      200,000     200,000     200,000      10,718     13,733      17,561       9,149     12,164      15,992
      8           22,912      200,000     200,000     200,000      12,124     16,042      21,224      10,522     14,439      19,621
      9           26,457      200,000     200,000     200,000      13,489     18,441      25,266      12,058     17,010      23,834
     10           30,179      200,000     200,000     200,000      14,814     20,938      29,735      13,555     19,678      28,476

     15           51,775      200,000     200,000     200,000      21,130     35,469      60,964      21,130     35,469      60,964

     20           79,337      200,000     200,000     227,493      25,850     53,126     113,804      25,850     53,126     113,804

 25 (age 65)    $114,515     $200,000    $200,000    $353,634     $28,778    $75,313    $202,539     $28,778    $75,313    $202,539

<FN>
(1) Values above are based on the initial scheduled premium of $2,285.11 for the
    first 25 policy  years.  Scheduled  premiums will be  redetermined  annually
    beginning  in the 26th  policy  year,  but will  never  exceed  the  maximum
    scheduled premium of $7,542.56 for this hypothetical policy.

(2) Assumes net interest of 5% compounded annually.

(3) 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      ACCUMULATED     -----------------------------     -----------------------------------
    YEAR       PREMIUMS(2)        0%         6%        12%           0%           6%          12%
    ----       ----------      -------    -------    -------     ---------    ---------    ---------
<S>             <C>            <C>        <C>        <C>         <C>          <C>          <C>
      1         $  2,399       -84.06%    -79.38%    -74.68%     8,652.31%    8,652.31%     8,652.31%
      2            4,919       -46.40     -39.99     -33.68        786.87       786.87        786.87
      3            7,564       -31.61     -24.74     -18.04        306.10       306.10        306.10
      4           10,342       -23.68     -16.67      -9.88        174.31       174.31        174.31
      5           13,258       -19.07     -11.99      -5.17        117.08       117.08        117.08

      6           16,320       -16.09      -8.96      -2.12         86.06        86.06         86.06
      7           19,536       -14.01      -6.85      -0.01         66.91        66.91         66.91
      8           22,912       -12.45      -5.27       1.57         54.04        54.04         54.04
      9           26,457       -10.92      -3.82       2.94         44.87        44.87         44.87
     10           30,179        -9.77      -2.74       3.96         38.04        38.04         38.04

     15           51,775        -6.33       0.43       6.91         20.14        20.14         20.14

     20           79,337        -5.81       1.41       8.06         12.65        12.65         13.67

 25 (age 65)    $114,515        -5.80%      2.06%      8.74%         8.66%        8.66%        12.22%

<FN>
(1) Values above are based on the initial scheduled premium of $2,285.11 for the
    first 25 policy  years.  Scheduled  premiums will be  redetermined  annually
    beginning  in the 26th  policy  year,  but will  never  exceed  the  maximum
    scheduled premium of $7,542.56 for this hypothetical policy.

(2) Assumes net interest of 5% compounded annually.

(3) 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. THE VALUES WOULD
BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE POLICY  AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE VALUES FOR A POLICY
WOULD  ALSO  BE  DIFFERENT  FROM  THOSE  SHOWN,   DEPENDING  ON  THE  INVESTMENT
ALLOCATIONS  MADE TO THE  INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE
DIFFERENT  RATES OF RETURN  OF THE  TRUST  PORTFOLIOS,  IF THE  ACTUAL  RATES OF
INVESTMENT  RETURN  APPLICABLE TO THE POLICY  AVERAGED 0%, 6% OR 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS.  NO REPRESENTATIONS CAN BE
MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.


                                       27
<PAGE>


                                  CHAMPION 2000

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                 MODIFIED PREMIUM VARIABLE WHOLE LIFE INSURANCE
INITIAL SCHEDULED PREMIUM $2,285.11(1)              INITIAL FACE AMOUNT $200,000
                                   MALE AGE 40
                                   NON-SMOKER             DEATH BENEFIT OPTION A
                           ASSUMING GUARANTEED CHARGES


<TABLE>
<CAPTION>
                                                                                                                                   
                                      DEATH BENEFIT(3)                  POLICY ACCOUNT(3)               CASH SURRENDER VALUE(3)    
                               ASSUMING HYPOTHETICAL GROSS         ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS  
   END OF                      ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF  
   POLICY      ACCUMULATED   --------------------------------     ------------------------------     ------------------------------
    YEAR       PREMIUMS(2)       0%          6%         12%          0%         6%         12%          0%         6%         12%  
    ----       ----------    --------    --------    --------     -------    -------    --------     -------    -------    --------
<S>             <C>          <C>         <C>         <C>          <C>        <C>        <C>          <C>        <C>        <C>     
      1         $  2,399     $200,000    $200,000    $200,000     $ 1,486    $ 1,593    $  1,700     $   362    $   469    $    577
      2            4,919      200,000     200,000     200,000       2,986      3,295       3,616       1,748      2,057       2,379
      3            7,564      200,000     200,000     200,000       4,437      5,045       5,705       3,085      3,693       4,353
      4           10,342      200,000     200,000     200,000       5,834      6,842       7,980       4,428      5,436       6,574
      5           13,258      200,000     200,000     200,000       7,178      8,687      10,462       5,717      7,227       9,001

      6           16,320      200,000     200,000     200,000       8,462     10,577      13,167       6,947      9,063      11,652
      7           19,536      200,000     200,000     200,000       9,683     12,511      16,118       8,114     10,942      14,549
      8           22,912      200,000     200,000     200,000      10,840     14,488      19,338       9,238     12,886      17,736
      9           26,457      200,000     200,000     200,000      11,930     16,509      22,858      10,499     15,078      21,427
     10           30,179      200,000     200,000     200,000      12,946     18,568      26,704      11,687     17,309      25,444

     15           51,775      200,000     200,000     200,000      16,646     29,255      52,067      16,646     29,255      52,067

     20           79,337      200,000     200,000     200,000      16,948     39,710      92,335      16,948     39,710      92,335

 25 (age 65)    $114,515     $200,000    $200,000    $273,379     $11,630    $48,114    $156,574     $11,630    $48,114    $156,574

<FN>
(1) Values above are based on the initial scheduled premium of $2,285.11 for the
    first 25 policy  years.  Scheduled  premiums will be  redetermined  annually
    beginning  in the 26th  policy  year,  but will  never  exceed  the  maximum
    scheduled premium of $7,542.56 for this hypothetical policy.

(2) Assumes net interest of 5% compounded annually.

(3) 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      ACCUMULATED    -----------------------------     -----------------------------------
    YEAR       PREMIUMS(2)       0%         6%        12%           0%           6%          12%
    ----       ----------     -------    -------    -------     ---------    ---------    ---------
<S>             <C>           <C>        <C>        <C>         <C>          <C>          <C>
      1         $  2,399      -84.14%    -79.46%    -74.77%     8,652.31%    8,652.31%    8,652.31%
      2            4,919      -49.25     -42.76     -36.38        786.87       786.87       786.87
      3            7,564      -34.92     -27.89     -21.05        306.10       306.10       306.10
      4           10,342      -26.97     -19.74     -12.76        174.31       174.31       174.31
      5           13,258      -22.25     -14.90      -7.85        117.08       117.08       117.08

      6           16,320      -19.17     -11.73      -4.63         86.06        86.06        86.06
      7           19,536      -17.05      -9.51      -2.37         66.91        66.91        66.91
      8           22,912      -15.45      -7.83      -0.67         54.04        54.04        54.04
      9           26,457      -13.85      -6.28       0.82         44.87        44.87        44.87
     10           30,179      -12.67      -5.12       1.95         38.04        38.04        38.04

     15           51,775       -9.72      -2.01       5.07         20.14        20.14        20.14

     20           79,337      -10.80      -1.36       6.30         12.65        12.65        12.65

 25 (age 65)    $114,515      -16.26%     -1.35%      7.08%         8.66%        8.66%       10.63%

<FN>
(1) Values above are based on the initial scheduled premium of $2,285.11 for the
    first 25 policy  years.  Scheduled  premiums will be  redetermined  annually
    beginning  in the 26th  policy  year,  but will  never  exceed  the  maximum
    scheduled premium of $7,542.56 for this hypothetical policy.

(2) Assumes net interest of 5% compounded annually.

(3) 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. THE VALUES WOULD
BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE POLICY  AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE VALUES FOR A POLICY
WOULD  ALSO  BE  DIFFERENT  FROM  THOSE  SHOWN,   DEPENDING  ON  THE  INVESTMENT
ALLOCATIONS  MADE TO THE  INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE
DIFFERENT  RATES OF RETURN  OF THE  TRUST  PORTFOLIOS,  IF THE  ACTUAL  RATES OF
INVESTMENT  RETURN  APPLICABLE TO THE POLICY  AVERAGED 0%, 6% OR 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS.  NO REPRESENTATIONS CAN BE
MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.


                                       28
<PAGE>


                                  CHAMPION 2000

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                 MODIFIED PREMIUM VARIABLE WHOLE LIFE INSURANCE
INITIAL SCHEDULED PREMIUM $2,285.11(1)              INITIAL FACE AMOUNT $200,000
                                   MALE AGE 40
                                   NON-SMOKER             DEATH BENEFIT OPTION B
                            ASSUMING CURRENT CHARGES


<TABLE>
<CAPTION>
                                                                                                                                   
                                      DEATH BENEFIT(3)                  POLICY ACCOUNT(3)               CASH SURRENDER VALUE(3)    
                               ASSUMING HYPOTHETICAL GROSS         ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS  
   END OF                      ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF  
   POLICY      ACCUMULATED   --------------------------------     ------------------------------     ------------------------------
    YEAR       PREMIUMS(2)       0%          6%         12%          0%         6%         12%          0%         6%         12%  
    ----       ----------    --------    --------    --------     -------    -------    --------     -------    -------    --------
<S>             <C>          <C>         <C>         <C>          <C>        <C>        <C>          <C>        <C>        <C>     
      1         $  2,399     $200,032    $200,138    $200,246     $ 1,486    $ 1,592    $  1,700     $   362    $   469    $    576
      2            4,919      200,000     200,311     200,637       3,115      3,427       3,753       1,877      2,190       2,515
      3            7,564      200,000     200,518     201,193       4,708      5,332       6,007       3,356      3,980       4,655
      4           10,342      200,000     200,764     201,940       6,264      7,308       8,484       4,858      5,902       7,078
      5           13,258      200,000     201,052     202,898       7,782      9,358      11,204       6,322      7,898       9,744

      6           16,320      200,000     201,392     204,103       9,263     11,488      14,199       7,748      9,973      12,684
      7           19,536      200,000     201,788     205,584      10,707     13,700      17,496       9,138     12,131      15,928
      8           22,912      200,000     202,247     207,378      12,113     15,999      21,130      10,510     14,396      19,527
      9           26,457      200,000     202,769     209,516      13,477     18,385      25,132      12,046     16,954      23,701
     10           30,179      200,000     203,370     212,051      14,803     20,866      29,547      13,544     19,606      28,288

     15           51,775      200,000     208,307     233,154      21,118     35,225      60,072      21,118     35,225      60,072

     20           79,337      200,000     217,042     275,059      25,839     52,358     110,375      25,839     52,358     110,375

 25 (age 65)    $114,515     $200,000    $232,553    $354,407     $28,767    $73,809    $194,943     $28,767    $73,089    $194,943

<FN>
(1) Values above are based on the initial scheduled premium of $2,285.11 for the
    first 25 policy  years.  Scheduled  premiums will be  redetermined  annually
    beginning  in the 26th  policy  year,  but will  never  exceed  the  maximum
    scheduled premium of $7,542.56 for this hypothetical policy.

(2) Assumes net interest of 5% compounded annually.

(3) 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      ACCUMULATED    -----------------------------     -----------------------------------
    YEAR       PREMIUMS(2)       0%         6%        12%           0%           6%          12%
    ----       ----------     -------    -------    -------     ---------    ---------    ---------
<S>             <C>           <C>        <C>        <C>         <C>          <C>          <C>
      1         $  2,399      -84.15%    -79.47%    -74.78%     8,653.70%    8,658.37%    8,663.06%
      2            4,919      -46.48     -40.08     -33.78        786.87       787.60       788.36
      3            7,564      -31.68     -24.83     -18.14        306.10       306.48       306.99
      4           10,342      -23.74     -16.75      -9.97        174.31       174.60       175.06
      5           13,258      -19.12     -12.07      -5.26        117.08       117.35       117.81

      6           16,320      -16.12      -9.03      -2.22         86.06        86.31        86.81
      7           19,536      -14.04      -6.92      -0.11         66.91        67.17        67.71
      8           22,912      -12.48      -5.34       1.46         54.04        54.31        54.91
      9           26,457      -10.94      -3.89       2.82         44.87        45.15        45.82
     10           30,179       -9.79      -2.81       3.85         38.04        38.33        39.08

     15           51,775       -6.34       0.34       6.74         20.14        20.58        21.80

     20           79,337       -5.82       1.28       7.81         12.65        13.30        15.17

 25 (age 65)    $114,515       -5.80%      1.85%      8.50%         8.66%        9.62%       12.23%

<FN>
(1) Values above are based on the initial scheduled premium of $2,285.11 for the
    first 25 policy  years.  Scheduled  premiums will be  redetermined  annually
    beginning  in the 26th  policy  year,  but will  never  exceed  the  maximum
    scheduled premium of $7,542.56 for this hypothetical policy.

(2) Assumes net interest of 5% compounded annually.

(3) 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. THE VALUES WOULD
BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE POLICY  AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE VALUES FOR A POLICY
WOULD  ALSO  BE  DIFFERENT  FROM  THOSE  SHOWN,   DEPENDING  ON  THE  INVESTMENT
ALLOCATIONS  MADE TO THE  INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE
DIFFERENT  RATES OF RETURN  OF THE  TRUST  PORTFOLIOS,  IF THE  ACTUAL  RATES OF
INVESTMENT  RETURN  APPLICABLE TO THE POLICY  AVERAGED 0%, 6% OR 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS.  NO REPRESENTATIONS CAN BE
MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.


                                       29
<PAGE>


                                  CHAMPION 2000

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                 MODIFIED PREMIUM VARIABLE WHOLE LIFE INSURANCE
INITIAL SCHEDULED PREMIUM $2,285.11(1)              INITIAL FACE AMOUNT $200,000
                                   MALE AGE 40
                                   NON-SMOKER             DEATH BENEFIT OPTION B
                           ASSUMING GUARANTEED CHARGES


<TABLE>
<CAPTION>
                                                                                                                                   
                                      DEATH BENEFIT(3)                  POLICY ACCOUNT(3)               CASH SURRENDER VALUE(3)    
                               ASSUMING HYPOTHETICAL GROSS         ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS  
   END OF                      ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF  
   POLICY      ACCUMULATED   --------------------------------     ------------------------------     ------------------------------
    YEAR       PREMIUMS(2)       0%          6%         12%          0%         6%         12%          0%         6%         12%  
    ----       ----------    --------    --------    --------     -------    -------    --------     -------    -------    --------
<S>             <C>          <C>         <C>         <C>          <C>        <C>        <C>          <C>        <C>        <C>     
      1         $  2,399     $200,030    $200,137    $200,244     $ 1,484    $ 1,591    $  1,698     $   360    $   467    $    574
      2            4,919      200,000     200,173     200,494       2,982      3,289       3,610       1,744      2,052       2,373
      3            7,564      200,000     200,222     200,880       4,431      5,036       5,694       3,079      3,685       4,342
      4           10,342      200,000     200,285     201,416       5,826      6,829       7,960       4,420      5,423       6,554
      5           13,258      200,000     200,363     202,125       7,169      8,669      10,431       5,708      7,209       8,971

      6           16,320      200,000     200,458     203,025       8,452     10,554      13,121       6,937      9,039      11,606
      7           19,536      200,000     200,569     204,137       9,674     12,481      16,049       8,105     10,912      14,480
      8           22,912      200,000     200,698     205,487      10,831     14,450      19,239       9,228     12,847      17,636
      9           26,457      200,000     200,845     207,099      11,921     16,461      22,715      10,489     15,030      21,284
     10           30,179      200,000     201,012     209,006      12,937     18,508      26,502      11,677     17,249      25,242
 
     15           51,775      200,000     202,174     224,166      16,637     29,092      51,084      16,637     29,092      51,084

     20           79,337      200,000     203,956     252,925      16,940     39,272      88,241      16,940     39,272      88,241

 25 (age 65)    $114,515     $200,000    $206,411    $303,442     $11,621    $46,947    $143,978     $11,621    $46,947    $143,978

<FN>
(1) Values above are based on the initial scheduled premium of $2,285.11 for the
    first 25 policy  years.  Scheduled  premiums will be  redetermined  annually
    beginning  in the 26th  policy  year,  but will  never  exceed  the  maximum
    scheduled premium of $7,542.56 for this hypothetical policy.

(2) Assumes net interest of 5% compounded annually.

(3) 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      ACCUMULATED    -----------------------------     -----------------------------------
    YEAR       PREMIUMS(2)       0%         6%        12%           0%           6%          12%
    ----       ----------     -------    -------    -------     ---------    ---------    ---------
<S>             <C>           <C>        <C>        <C>         <C>          <C>          <C>
      1         $  2,399      -84.23%    -79.56%    -74.87%     8,653.62%    8,658.29%    8,662.98%
      2            4,919      -49.34     -42.86     -36.50        786.87       787.28       788.03
      3            7,564      -34.99     -27.98     -21.16        306.10       306.26       306.75
      4           10,342      -27.03     -19.83     -12.87        174.31       174.42       174.86
      5           13,258      -22.29     -14.98      -7.96        117.08       117.17       117.62

      6           16,320      -19.21     -11.80      -4.74         86.06        86.14        86.62
      7           19,536      -17.08      -9.58      -2.49         66.91        66.99        67.51
      8           22,912      -15.48      -7.90      -0.80         54.04        54.13        54.69
      9           26,457      -13.87      -6.35       0.69         44.87        44.96        45.58
     10           30,179      -12.69      -5.19       1.80         38.04        38.13        38.82
 
     15           51,775       -9.73      -2.08       4.84         20.14        20.25        21.37

     20           79,337      -10.81      -1.47       5.92         12.65        12.80        14.51

 25 (age 65)    $114,515      -16.27%     -1.55%      6.53%         8.66%        8.86%       11.28%

<FN>
(1) Values above are based on the initial scheduled premium of $2,285.11 for the
    first 25 policy  years.  Scheduled  premiums will be  redetermined  annually
    beginning  in the 26th  policy  year,  but will  never  exceed  the  maximum
    scheduled premium of $7,542.56 for this hypothetical policy.

(2) Assumes net interest of 5% compounded annually.

(3) 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. THE VALUES WOULD
BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE POLICY  AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE VALUES FOR A POLICY
WOULD  ALSO  BE  DIFFERENT  FROM  THOSE  SHOWN,   DEPENDING  ON  THE  INVESTMENT
ALLOCATIONS  MADE TO THE  INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE
DIFFERENT  RATES OF RETURN  OF THE  TRUST  PORTFOLIOS,  IF THE  ACTUAL  RATES OF
INVESTMENT  RETURN  APPLICABLE TO THE POLICY  AVERAGED 0%, 6% OR 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS.  NO REPRESENTATIONS CAN BE
MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.


                                       30
<PAGE>


                                                                      APPENDIX A

COMMUNICATING PERFORMANCE DATA

In reports or other  communications to policyowners or in advertising  material,
we may describe  general economic and market  conditions  affecting the Separate
Account and the Trust and may compare the performance or ranking of the Separate
Account  investment  divisions  and  Trust  portfolios  with  (1)  that of other
insurance  company  separate  accounts or mutual funds  included in the rankings
prepared  by Lipper  Analytical  Services,  Inc.,  Morningstar,  Inc. or similar
investment  services that monitor the performance of insurance  company separate
accounts or mutual funds, (2) other appropriate indices of investment securities
and averages for peer  universes of funds,  or (3) data  developed by us derived
from such indices or averages.  Advertisements or other communications furnished
to  present  or  prospective  policyowners  may also  include  evaluations  of a
Separate Account Division or Trust portfolio by financial  publications that are
nationally  recognized  such as Barron's,  Morningstar's  Variable  Annuity/Life
Sourcebook,  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  Age, 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. This means
that the  performance  data  reported  by the Trust may appear  relatively  more
favorable than the performance data reported by the Separate Account divisions.

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 investment  divisions of the Separate Account,
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 Champion 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  Division  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
investment  divisions that invest  primarily in common stock.  Any investment in
securities,  whether equity or debt, involves varying degrees of potential risk,
in addition to offering varying degrees of potential reward.

The chart on page A-2  illustrates  the average annual  compound rates of return
over selected time periods  between  December 31, 1925 and December 31, 1993 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
and do not constitute a  representation  that the  performance of the investment
divisions of the Separate  Account  will  correspond  to rates of return such as
those  illustrated in the chart.  For a comparative  illustration of performance
results of The Hudson River Trust, see page A-1 of the Trust's prospectus.


                                      A-1
<PAGE>


                         AVERAGE ANNUAL RATES OF RETURN

<TABLE>
<CAPTION>
                                              LONG-TERM             LONG-TERM          INTERMEDIATE-                     CONSUMER
                             COMMON           GOVERNMENT            CORPORATE             TERM            TREASURY        PRICE
                             STOCKS             BONDS                 BONDS               BONDS             BILLS         INDEX
                             ------             -----                 -----               -----             -----         -----
FOR THE
FOLLOWING
PERIODS ENDING
12/31/93:
- --------
<C>                          <C>                <C>                   <C>                 <C>               <C>           <C> 
 1 year.................      9.99%             18.24%                13.19%              11.24%            2.90%         3.00%
 3 years................     15.63              15.08                 14.07               11.25             3.99          2.99
 5 years................     14.50              13.84                 13.00               11.35             5.61          3.94
10 years................     14.94              14.41                 14.00               11.43             6.35          3.73
20 years................     12.76              10.10                 10.16                9.85             7.49          5.92
30 years................     10.46               7.37                  7.69                8.17             6.65          5.32
40 years................     11.80               6.01                  6.43                6.80             5.55          4.32
50 years................     12.30               5.21                  5.57                5.74             4.61          4.35
60 years................     11.42               5.11                  5.54                5.43             3.86          4.10
Since 1926..............     10.33               5.02                  5.59                5.25             3.69          3.13
Inflation Adjusted
Since 1926..............      6.98               1.83                  2.38                2.06             0.54           N/A
- ----------
<FN>
*Source:  Ibbotson,  Roger G. and Rex A. Sinquefield,  STOCKS, BONDS, BILLS, AND
 INFLATION (SBBI),  1982,  updated in STOCKS,  BONDS,  BILLS, AND INFLATION 1994
 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  1969-1993,  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
 1969-1993; for the period 1926-1945, the Standard and Poor's monthly High-Grade
 Corporate  Composite  yield data were used,  assuming a 4 percent  coupon and a
 twenty year maturity.

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

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

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



                                      A-2

<PAGE>

                                     PART II

                   REPRESENTATION REGARDING REASONABLENESS OF
                        AGGREGATE POLICY FEES AND CHARGES

Equitable represents that the fees and charges deducted under the Policies
described in this Registration Statement, in the aggregate, are reasonable in
relation to the services rendered, the expenses to be incurred, and the risks
assumed by Equitable under the Policies, Equitable bases its representation on
its assessment of all of the facts and circumstances, including such relevant
factors as: the nature and extent of such services, expenses and risks, the need
for Equitable to earn a profit, the degree to which the Policies include
innovative features, and regulatory standards for the grant of exemptive relief
under the Investment Company Act of 1940 used prior to October 1996, including
the range of industry practice.


                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

   
Reconciliation and Tie, previously filed with this Registration Statement 
File No. 333-17671 on December 11, 1996.

The Supplement dated May 1, 1997 consisting of 80 pages.
    

The Prospectus of Equitable Variable dated May 1, 1994 consisting 
of 35 pages.

Representation regarding reasonableness of aggregate policy fees and charges.

   
Undertaking to file reports, previously filed with this Registration Statement 
File No. 333-17671 on December 11, 1996.

Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933,
previously filed with this Registration Statement File No. 333-17671 on December
11, 1996.
    

The signatures.

Written Consents of the following persons:

         Mary P. Breen, Vice President and Associate General Counsel of
         Equitable (See exhibit 2(a))

         Independent Public Accountants (See exhibit 6(a))

The following exhibits: Exhibit required by Article IX, paragraph A of Form
N-8B-2:
<TABLE>
<CAPTION>

        <S>               <C>
   
        1-A(1)(a)(i)      Certified resolutions re Authority to Market Variable Life Insurance and Establish
                          Separate Accounts, previously filed with this Registration Statement File No. 333-
                          17671 on December 11, 1996.
    

        1-A(2)            Inapplicable.

</TABLE>
                                     II-1
<PAGE>

<TABLE>
<CAPTION>
 <S>    <C>               <C>
 
        1-A(3)(a)         See Exhibit 1-A(8).

   
        1-A(3)(b)         Broker-Dealer and General Agent Sales Agreement, previously filed with this
                          Registration Statement File No. 333-17671 on December 11, 1996.
    

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


        1-A(4)            Inapplicable.

   
        1-A(5)(a)         Modified Premium Variable Whole Life Insurance Policy (90-400), previously filed
                          with this Registration Statement File No. 333-17671 on December 11, 1996.

        1-A(5)(b)         Name Change Endorsement (S.97-1), previously filed with this Registration Statement
                          File No. 333-17671 on December 11, 1996.

+       1-A(5)(c)         Accidental Death Benefit Rider (R90-209), previously filed with this Registration
                          Statement File No. 333-17671 on December 11, 1996.

+       1-A(5)(d)         Term Insurance Rider on Additional Insured (R90-210), previously filed with this
                          Registration Statement File No. 333-17671 on December 11, 1996.

+       1-A(5)(e)         Children's Term Insurance Rider (R90-211), previously filed with this Registration
                          Statement File No. 333-17671 on December 11, 1996.

+       1-A(5)(f)         Disability Premium Waiver Rider (R90-213), previously filed with this Registration
                          Statement File No. 333-17671 on December 11, 1996.

+       1-A(5)(g)         Substitution of Insured Rider (R90-214), previously filed with this Registration
                          Statement File No. 333-17671 on December 11, 1996.

+       1-A(5)(h)         Term Insurance Rider on Insured (R90-215), previously filed with this Registration
                          Statement File No. 333-17671 on December 11, 1996.

        1-A(5)(i)         Limitation on Amount of Insurance Rider (R90-211NY), previously filed with this
                          Registration Statement File No. 333-17671 on December 11, 1996.

        1-A(5)(j)         Accelerated Death Benefit Rider, previously filed with this Registration Statement File
                          No. 333-17671 on December 11, 1996.

        1-A(5)(k)         Free Look Rider, previously filed with this Registration Statement File No. 333-
                          17671 on December 11, 1996.

        1-A(6)(a)         Declaration and Charter of Equitable, as amended January 1, 1997.

        1-A(6)(b)         By-Laws of Equitable, as amended November 21, 1996.
    
        1-A(7)            Inapplicable.
   
        1-A(8)            Distribution and Servicing Agreement among EQ Financial Consultants, Inc.
                          (formerly known as Equico Securities Inc.), Equitable and Equitable Variable
                          dated as of May 1, 1994, previously filed with this Registration Statement File
                          No. 333-17671 on December 11, 1996.
    

</TABLE>

- ---------------------------
+State variations not included.

                                      II-2
<PAGE>
<TABLE>
<CAPTION>
         <S>               <C>

   
         1-A(8)(i)         Schedule of Commissions, previously filed with this Registration Statement File
                           No. 333-17671 on December 11, 1996.

         1-A(9)(a)         Agreement and Plan of Merger of Equitable Variable with and into Equitable dated
                           September 19, 1996, previously filed with this Registration Statement File No. 333-
                           17671 on December 11, 1996.

         1-A(9)(b)         Form of Participation Agreement among EQ Advisors Trust, Equitable,
                           Equitable Distributors, Inc. and EQ Financial Consultants, Inc.,
                           incorporated by reference to the Registration Statement of EQ Advisors
                           Trust on Form N-1A (File Nos. 333-17217 and 811-07953).

         1-A(10)(a)        Application EV4-200X, previously filed with this Registration Statement File No.
                           333-17671 on December 11, 1996.

Other Exhibits:

         2(a)(i)           Opinion and Consent of Mary P. Breen, Vice President and
                           Associate General Counsel of Equitable, previously filed with this
                           Registration Statement File No. 333-17671 on December 11, 1996.

         2(a)(ii)          Opinion and Consent of Mary P. Breen, Vice President and Associate General
                           Counsel of Equitable.

         2(b)(i)           Opinion and Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice President of Equitable,
                           previously filed with this Registration Statement File No. 333-17671 on December 11,
                           1996.

         2(b)(ii)          Opinion and Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice President of Equitable,
                           previously filed with this Registration Statement File No. 333-17671 on December 11,
                           1996.

         2(b)(iii)         Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice President of Equitable relating to 
                           Exhibits 2(b)(i) and 2(b)(ii), previously filed with this Registration Statement 
                           File No. 333-17671 on December 11, 1996.
    

         3                 Inapplicable.

         4                 Inapplicable.

         5                 Financial Data Schedule (See Exhibit 27 below).

         6                 Consent of Independent Public Accountant.

   
         7(a)              Powers of Attorney, previously filed with this Registration Statement File No. 333-
                           17671 on December 11, 1996.

         7(b)              Power-of-Attorney for Mary R. (Nina) Henderson.

         8                 Description of Equitable's Issuance, Transfer and Redemption Procedures for Modified Premium
                           Variable Policies pursuant to Rule 6e-3(T)(b)(12)(iii) under the Investment Company Act of
                           1940, previously filed with this Registration Statement File No. 333- 17671 on December 11, 1996.
    

         27                Financial Data Schedule.

</TABLE>


                                      II-3
<PAGE>

                                   SIGNATURES



   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all the requirements for effectiveness of this
amendment to the registration statement pursuant to paragraph (b) of Rule 485
under the Securities Act of 1933 and it has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in the
City and State of New York on the 30th day of April, 1997.
    


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

                                            By:  THE EQUITABLE LIFE
                                                 ASSURANCE SOCIETY OF 
                                                 THE UNITED STATES, 
                                                 DEPOSITOR

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





   
Attest: /s/Linda Galasso
       -----------------
          (Linda Galasso)
           Assistant Secretary
           April 30, 1997
    














                                      II-4
<PAGE>

                                   SIGNATURES



   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all the requirements for effectiveness of this
amendment to the registration statement pursuant to paragraph (b) of Rule 485
under the Securities Act of 1933 and it has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City and State of New York on the 30th day of 
April ,1997.
    

                                                         THE EQUITABLE LIFE
                                                   ASSURANCE SOCIETY OF THE
                                                              UNITED STATES
                               
   
                                                 By: /s/ Samuel B. Shlesinger
                                                     ------------------------
                                                        (Samuel B. Shlesinger)
                                                         Senior Vice President


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


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

*  James M. Benson            President

*  William T. McCaffrey       Senior Executive Vice President and Chief
                              Operating Officer

*  Jerry M. de St. Paer       Executive Vice President

PRINCIPAL FINANCIAL OFFICER:

*  Stanley B. Tulin.          Senior Executive Vice President and
                              Chief Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

   
/s/Alvin H. Fenichel
- --------------------
   Alvin H. Fenichel          Senior Vice President and Controller
   April 30,1997

* DIRECTORS:
Claude Bebear             Jean-Rene Foutou           Winthrop Knowlton
James M. Benson           Norman C. Francis          Arthur L. Liman
Christopher J. Brocksom   Donald J. Greene           George T. Lowy
Francoise Colloc'h        John T. Hartley            William T. McCaffrey
Henri de Castries         John H.F. Haskell, Jr.     Joseph J. Melone
Joseph L. Dionne          Mary R. (Nina) Henderson   Didier Pineau-Valencienne
William T. Esrey          W. Edwin Jarmain           George J. Sella, Jr.
                          G.Donald Johnston, Jr.     Dave H. Williams



* By:  /s/ Samuel B. Shlesinger
        -----------------------
        (Samuel B. Shlesinger)
         Attorney-in-Fact
         April 30, 1997
    







                                      II-5
<PAGE>

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX


Exhibit No.                                                                                                    TAG VALUE
- -----------                                                                                                    ---------

<S>                    <C>                                                                                    <C>

1-A(6)(a)              Declaration and Charter of Equitable, as amended January 1, 1997.                      EX-99.1A6a CHARTER

1-A(6)(b)              By-Laws of Equitable, as amended November 21, 1996.                                    EX-99.1A6b BYLAWS

2(a)(ii)               Opinion and Consent of Mary P. Breen, Vice President and Associate General             EX-99.2aii CONSENT
                       Counsel of Equitable.

6                      Consent of Independent Public Accountant.                                              EX-99.6 CONSENT

7(b)                   Power-of-Attorney for Mary R. (Nina) Henderson.                                        EX-99.7b POW ATTY

   
27                     Financial Data Schedule.                                                               EX-27
    

</TABLE>

                                       II-6

                                                                RESTATED CHARTER

                                                                              OF

                                            THE EQUITABLE LIFE ASSURANCE SOCIETY
                                                            OF THE UNITED STATES



ARTICLE I

         The name of the  corporation  shall  continue to be The Equitable  Life
Assurance Society of the United States.

ARTICLE II

         The principal office of the corporation shall be located in the City of
New York, County of New York, State of New York.

ARTICLE III

         (a) The business to be transacted by the corporation shall be the kinds
of insurance  business  specified in Paragraphs 1, 2 and 3 of Subsection  (a) of
Section 1113 of the Insurance Law of the State of New York, as follows:

              (1)  "Life  insurance":  every  insurance  upon the lives of human
         beings,  and  every  insurance  appertaining  thereto,   including  the
         granting of  endowment  benefits,  additional  benefits in the event of
         death by accident,  additional  benefits to safeguard the contract from
         lapse,  accelerated  payments of part or all of the death  benefit or a
         special  surrender value upon diagnosis (A) of terminal illness defined
         as a life  expectancy  of twelve  months  or less,  or (B) of a medical
         condition requiring  extraordinary medical care or treatment regardless
         of life expectancy,  or provide a special  surrender value,  upon total
         and  permanent  disability  of  the  insured,  and  optional  modes  of
         settlement  of proceeds.  "Life  insurance"  also  includes  additional
         benefits  to  safeguard  the  contract  against  lapse in the  event of
         unemployment  of  the  insured.  Amounts  paid  the  insurer  for  life
         insurance and proceeds  applied under  optional  modes of settlement or
         under dividend options may be allocated by the insurer
<PAGE>

         to one or more separate  accounts pursuant to section four thousand two
         hundred forty of the Insurance Law of the State of New York;

              (2) "Annuities":  all agreements to make periodical payments for a
         period  certain or where the making or  continuance of all or some of a
         series of such  payments,  or the amount of any such  payment,  depends
         upon the  continuance  of human life,  except  payments  made under the
         authority of paragraph  (1) above.  Amounts paid the insurer to provide
         annuities and proceeds  applied under  optional  modes of settlement or
         under  dividend  options may be allocated by the insurer to one or more
         separate  accounts  pursuant to section four thousand two hundred forty
         of the Insurance Law of the State of New York;

              (3) "Accident and health  insurance":  (i) insurance against death
         or personal  injury by accident  or by any  specified  kind or kinds of
         accident and  insurance  against  sickness,  ailment or bodily  injury,
         including insurance  providing  disability benefits pursuant to article
         nine of the workers' compensation law, except as specified in item (ii)
         hereof;  and  (ii)  non-cancellable   disability   insurance,   meaning
         insurance against disability resulting from sickness, ailment or bodily
         injury (but excluding insurance solely against accidental injury) under
         any  contract  which does not give the  insurer the option to cancel or
         otherwise  terminate  the  contract  at or  after  one  year  from  its
         effective date or renewal date;

and any  amendments to such  paragraphs or provisions in  substitution  therefor
which may be  hereafter  adopted;  such other kind or kinds of  business  now or
hereafter  authorized  by the  laws  of the  State  of New  York to  stock  life
insurance  companies;  and such  other kind or kinds of  business  to the extent
necessarily  or properly  incidental to the kind or kinds of insurance  business
which the corporation is authorized to do.

         (b) The  corporation  shall  also have all other  rights,  powers,  and
privileges  now or hereafter  authorized  or granted by the Insurance Law of the
State of New  York or any  other  law or laws of the  State of New York to stock
life  insurance  companies  having  power to do the  kind or  kinds of  business
hereinabove referred to and any and all other rights,  powers, and privileges of
a corporation now or hereafter  granted by the laws of the State of New York and
not prohibited to such stock life insurance companies.


                                     - 2 -
<PAGE>

ARTICLE IV

         The business of the corporation shall be managed under the direction of
the Board of Directors.

ARTICLE V

         (a) The Board of  Directors  shall  consist of not less than 13 (except
for  vacancies  temporarily  unfilled)  nor more  than 36  Directors,  as may be
determined  from time to time by a vote of a  majority  of the  entire  Board of
Directors.  No decrease in the number of Directors shall shorten the term of any
incumbent Director.

         (b) The Board of  Directors  shall have the power to adopt from time to
time such By-Laws,  rules and  regulations  for the  governance of the officers,
employees  and agents and for the  management of the business and affairs of the
corporation, not inconsistent with this Charter and the laws of the State of New
York,  as may be  expedient,  and to amend or  repeal  such  by-laws,  rules and
regulations, except as provided in the By-Laws.

         (c) Any or all of the Directors may be removed at any time,  either for
or without cause, by vote of the shareholders.

         (d) No Director shall be personally liable to the corporation or any of
its  shareholders  for damages  for any breach of duty as a Director;  provided,
however,  that the  foregoing  provision  shall not  eliminate  or limit (i) the
liability of a Director if a judgment or other final adjudication adverse to him
or her  establishes  that  his or her  acts or  omissions  were in bad  faith or
involved  intentional  misconduct or that he or she personally  gained in fact a
financial profit or other advantage to which he or she was not legally entitled,
or were acts or  omissions  which (a) he or she knew or  reasonably  should have
known  violated  the  Insurance  Law of the State of New York or (b)  violated a
specific standard of care imposed on Directors  directly,  and not by reference,
by a provision of the Insurance Law of the State of New York (or any regulations
promulgated thereunder) or (c) constituted a knowing violation of any other law;
or (ii) the  liability of a Director for any act or omission  prior to September
21, 1989.


                                     - 3 -
<PAGE>

ARTICLE VI

         (a) The  Directors of the  corporation  shall be elected at each annual
meeting of shareholders of the corporation in the manner  prescribed by law. The
annual meeting of  shareholders  shall be held at such place,  within or without
the State of New York, and at such time as may be fixed by or under the By-Laws.
At each  annual  meeting  of  shareholders,  directors  shall be elected to hold
office for a term expiring at the next annual meeting of shareholders.

         (b) Newly  created  directorships  resulting  from an  increase  in the
number of Directors and vacancies  occurring in the Board of Directors  shall be
filled by vote of the shareholders.

         (c) Each Director shall be at least twenty-one years of age, and at all
times a majority of the Directors  shall be citizens and residents of the United
States, and not less than three of the Directors shall be residents of the State
of New York.

         (d) The Board of  Directors  shall elect such  officers as are provided
for in the By-Laws at the first meeting of the Board of Directors following each
annual  meeting  of the  shareholders.  In the  event  of the  failure  to elect
officers  at such  meeting,  officers  may be elected at any  regular or special
meeting of the Board of Directors.  A vacancy in any office may be filled by the
Board of Directors at any regular or special meeting.

ARTICLE VII

         The duration of the  corporate  existence of the  corporation  shall be
perpetual.

ARTICLE VIII

         The amount of the capital of the corporation  shall be $2,500,000,  and
shall consist of 2,000,000 Common Shares, par value $1.25 per share.

44859-1.DOC
                                     - 4 -







                      THE EQUITABLE LIFE ASSURANCE SOCIETY

                                       OF

                                THE UNITED STATES








                                     BY-LAWS
                                     -------








                         As Amended November 21, 1996


<PAGE>


                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                                       OF
                                THE UNITED STATES

                                     BY-LAWS
                                     -------


                                Table of Contents


ARTICLE I    SHAREHOLDERS................................................     1

 Section 1.1  Annual Meetings............................................     1
 Section 1.2  Notice of Meetings; Waiver.................................     1
 Section 1.3  Organization; Procedure....................................     2
 Section 1.4  Action Without a Meeting...................................     2

ARTICLE II   BOARD OF DIRECTORS..........................................     2

 Section 2.1  Regular Meetings...........................................     2
 Section 2.2  Special Meetings...........................................     2
 Section 2.3  Independent Directors; Quorum..............................     2
 Section 2.4  Notice of Meetings.........................................     3
 Section 2.5  Newly Created Directorships;
                Vacancies................................................     3
 Section 2.6  Presiding Officer..........................................     3
 Section 2.7  Telephone Participation in
                Meetings; Action by Consent
                Without Meeting..........................................     3

ARTICLE III  COMMITTEES..................................................     4

 Section 3.1  Committees.................................................     4
 Section 3.2  Authority of Committees....................................     5
 Section 3.3  Quorum and Manner of Acting................................     5
 Section 3.4  Removal of Members.........................................     6
 Section 3.5  Vacancies..................................................     6
 Section 3.6  Subcommittees..............................................     6
 Section 3.7  Alternate Members of Committees............................     6
 Section 3.8  Attendance of Other Directors..............................     6



<PAGE>


ARTICLE IV   OFFICERS....................................................     6

 Section 4.1  Chairman of the Board......................................     6
 Section 4.2  Vice-Chairman of the Board.................................     7
 Section 4.3  President..................................................     7
 Section 4.4  Chief Executive Officer....................................     7
 Section 4.5  Secretary..................................................     7
 Section 4.6  Other Officers.............................................     8

ARTICLE V    CAPITAL STOCK...............................................     8

 Section 5.1  Transfers of Stock;
                Registered Shareholders..................................     8
 Section 5.2  Transfer Agent and Registrar...............................     9

ARTICLE VI  EXECUTION OF INSTRUMENTS.....................................     9

 Section 6.1  Execution of Instruments...................................     9
 Section 6.2  Facsimile Signatures of
                Former Officers..........................................    10
 Section 6.3  Meaning of Term "Instruments"..............................    10

ARTICLE VII  GENERAL.....................................................    10

 Section 7.1  Reports of Committees......................................    10
 Section 7.2  Independent Certified
                Public Accountants.......................................    10
 Section 7.3  Directors' Fees............................................    10
 Section 7.4  Indemnification of Directors,
                Officers and Employees...................................    10
 Section 7.5  Waiver of Notice...........................................    11
 Section 7.6  Company....................................................    11

ARTICLE VIII  AMENDMENT OF BY-LAWS.......................................    11

 Section 8.1  Amendment of By-Laws.......................................    11
 Section 8.2  Notice of Amendment........................................    12


<PAGE>





                                     BY-LAWS

                                       OF

                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                              OF THE UNITED STATES

                                    ARTICLE I
                                    ---------

                                  SHAREHOLDERS
                                  ------------

         Section 1.1. Annual Meetings. The annual meeting of the shareholders of
the Company for the election of Directors and for the  transaction of such other
business as properly may come before such meeting shall be held at the principal
office of the Company on the third  Wednesday  in the month of May at 3:00 P.M.,
local time, or at such other place,  within or without the State of New York, or
on such other earlier or later date in April or May or at such other hour as may
be fixed from time to time by resolution of the Board of Directors and set forth
in the  notice or waiver of notice of the  meeting.  [Business  Corporation  Law
Secs. 602(a), (b)]*

         Section 1.2. Notice of Meetings; Waiver. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each meeting
of the  shareholders,  and,  in the case of a special  meeting,  the  purpose or
purposes  for which such  meeting is called  and by or at whose  direction  such
notice is being  issued,  to be given,  personally  or by first class mail,  not
fewer than ten nor more than fifty days  before the date of the  meeting to each
shareholder of record entitled to vote at such meeting.

         No  notice  of  any  meeting  of  shareholders  need  be  given  to any
shareholder  who  submits  a signed  waiver  of  notice,  in person or by proxy,
whether before or after the meeting or who attends the meeting,  in person or by
proxy,  without  protesting  prior to its  conclusion the lack of notice of such
meeting. [Business Corporation Law Secs. 605, 606]

- --------
* Citations are to the Business  Corporation  Law and Insurance Law of the State
of New York, as in effect on [date of adoption],  and are inserted for reference
only, and do not constitute a part of the By-Laws.
<PAGE>

         Section 1.3. Organization;  Procedure. At every meeting of shareholders
the presiding officer shall be the Chairman of the Board or, in the event of his
or her absence or  disability,  the  President  or, in his or her  absence,  any
officer of the Company designated by the shareholders. The order of business and
all  other  matters  of  procedure  at  every  meeting  of  shareholders  may be
determined by such presiding officer.  The Secretary,  or in the event of his or
her absence or disability,  an Assistant Secretary or, in his or her absence, an
appointee of the presiding officer, shall act as Secretary of the meeting.

         Section 1.4. Action Without a Meeting. Any action required or permitted
to be taken by  shareholders  may be taken without a meeting on written  consent
signed by the  holders of all the  outstanding  shares  entitled to vote on such
action. [Business Corporation Law Sec. 615]


                                   ARTICLE II
                                   ----------

                               BOARD OF DIRECTORS
                               ------------------

         Section  2.1.  Regular  Meetings.  Regular  meetings  of the  Board  of
Directors  shall be held at the  principal  office of the  Company  on the third
Thursday of each month,  except January and August,  unless a change in place or
date is  ordered by the Board of  Directors.  The first  regular  meeting of the
Board of  Directors  following  the annual  meeting of the  shareholders  of the
Company is designated as the Annual Meeting. [Business Corporation Law Sec. 710]

         Section  2.2.  Special  Meetings.  Special  meetings  of the  Board  of
Directors may be called at any time by the Chairman of the Board, the President,
or two directors. [Business Corporation Law Sec. 710]

         Section 2.3. Independent Directors;  Quorum. Not less than one-third of
the Board of Directors shall be persons who are not officers or employees of the
Company or of any entity  controlling,  controlled  by, or under common  control
with the Company and who are not beneficial owners of a controlling  interest in
the voting stock of the Company or of any such entity.

         A majority of the entire  Board of  Directors,  including  at least one
Director  who is not an  officer  or  employee  of the  Company or of any entity
controlling,  controlled by, or under common control with the Company and who is
not a  beneficial  owner of a  controlling  interest in the voting  stock of the
Company
<PAGE>

or of any such entity, shall constitute a quorum for the transaction of business
at any regular or special meeting of the Board of Directors, except as otherwise
prescribed by these By-Laws.  Except as otherwise prescribed by law, the Charter
of the  Company,  or these  By-Laws,  the vote of a  majority  of the  Directors
present at the time of the vote,  if a quorum is present at such time,  shall be
the act of the Board of Directors. A majority of the Directors present,  whether
or not a quorum is present,  may adjourn any meeting  from time to time and from
place to place. As used in these By-Laws  "entire Board of Directors"  means the
total  number  of  directors  which  the  Company  would  have if there  were no
vacancies. [Business Corporation Law Secs. 707, 708; Insurance Law Sec. 1202]

         Section  2.4.  Notice of Meetings.  Notice of a regular  meeting of the
Board of Directors need not be given. Notice of a change in the time or place of
a regular  meeting of the Board of Directors  shall be given to each Director at
least five days in advance  thereof in writing  and by  telephone  or  telecopy.
Notice of each special  meeting of the Board of Directors shall be given to each
Director  at least  24 hours  prior to the  special  meeting,  personally  or by
telephone or telegram or telecopy,  and shall state in general terms the purpose
or purposes of the meeting. Any such notice for a regular or special meeting not
specifically  required by this  Section 2.4 to be given by telephone or telecopy
shall be deemed given to a director  when sent by mail,  telegram,  cablegram or
radiogram  addressed  to such  director at his or her address  furnished  to the
Secretary.  Notice of an  adjourned  regular or special  meeting of the Board of
Directors  shall be given if and as  determined  by a majority of the  directors
present  at the time of the  adjournment,  whether  or not a quorum is  present.
[Business Corporation Law Sec. 711]

         Section 2.5. Newly Created Directorships;  Vacancies. Any newly created
directorships  resulting  from  an  increase  in the  number  of  Directors  and
vacancies  occurring  in the  Board  of  Directors  for any  reasons  (including
vacancies  resulting  from the  removal of a Director  without  cause)  shall be
filled by the shareholders of the Company.  [Business  Corporation Law Sec. 705;
Insurance Law Sec. 4211]

         Section 2.6. Presiding  Officer.  In the absence or inability to act of
the  Chairman  of the Board at any  regular or  special  meeting of the Board of
Directors,  any  Vice-Chairman of the Board, or the President,  as designated by
the chief executive  officer,  shall preside at such meeting.  In the absence or
inability to act of all of such  officers,  the Board of Directors  shall select
from among their number present a presiding officer.

                  Section 2.7.  Telephone  Participation in Meetings;  Action by
Consent Without Meeting.  Any Director may participate in a meeting of the Board
<PAGE>

or  any  committee  thereof  by  means  of a  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can hear each  other at the same  time,  and such  participation  shall
constitute presence in person at such meeting;  provided that one meeting of the
Board each year shall be held  without the use of such  conference  telephone or
similar communication equipment. When time is of the essence, but not in lieu of
a regularly scheduled meeting of the Board of Directors,  any action required or
permitted to be taken by the Board or any committee thereof may be taken without
a meeting  if all  members of the Board or such  committee,  as the case may be,
consent in writing to the  adoption of a resolution  authorizing  the action and
such written  consents and resolution are filed with the minutes of the Board or
such committee, as the case may be. [Business Corporation Law Sec. 708]


                                   ARTICLE III
                                   -----------

                                   COMMITTEES
                                   ----------

         Section 3.1.  Committees.  (a) The Board of  Directors,  by  resolution
adopted by a majority of the entire Board of Directors, may establish from among
its  members  an  Executive  Committee  of the Board  composed  of three or more
Directors.  Not less than  one-third of the members of such  committee  shall be
persons  who are not  officers  or  employees  of the  Company  or of any entity
controlling, controlled by, or under common control with the Company and who are
not  beneficial  owners of a  controlling  interest  in the voting  stock of the
Company or of any such entity.

         (b) The Board of Directors,  by resolution adopted by a majority of the
entire Board of Directors,  shall  establish  from among its members one or more
committees with authority to discharge the  responsibilities  enumerated in this
subsection (b). Each such committee shall be composed of three or more Directors
and shall be comprised  solely of Directors who are not officers or employees of
the Company or of any entity controlling, controlled by, or under common control
with the Company and who are not beneficial owners of a controlling  interest in
the  voting  stock of the  Company  or of any such  entity.  Such  committee  or
committees shall have responsibility for:

         (i)  Recommending  to the Board of Directors  candidates for nomination
    for election by the shareholders to the Board of Directors;
<PAGE>

         (ii)  Evaluating  the  performance  of  officers  deemed  by  any  such
    committee to be  principal  officers of the Company and  recommending  their
    selection and compensation;

         (iii)  Recommending  the  selection  of  independent  certified  public
    accountants;

         (iv)  Reviewing the scope and results of the  independent  audit and of
    any internal audit; and

         (v) Reviewing the Company's financial condition.

         (c) The Board of Directors,  by resolution adopted from time to time by
a majority  of the  entire  Board of  Directors,  may  establish  from among its
members one or more additional committees of the Board, each composed of five or
more  Directors.  Not less than  one-third of the members of each such committee
shall be persons  who are not  officers  or  employees  of the Company or of any
entity controlling,  controlled by, or under common control with the Company and
who are not beneficial  owners of a controlling  interest in the voting stock of
the Company or of any such entity. [Business Corporation Law Sec. 712; Insurance
Law Sec. 1202]

         Section 3.2. Authority of Committees. Each committee shall have all the
authority of the Board of Directors, to the extent permitted by law and provided
in the resolution creating such committee,  provided, however, that no committee
shall have authority as to the following matters:

         (a)  the  submission  to   shareholders  of  any  action  as  to  which
    shareholder approval is required by law;

         (b) the  filling  of  vacancies  in the  Board of  Directors  or in any
    committee thereof;

         (c) the fixing of  compensation  of the  Directors  for  serving on the
    Board of Directors or any committee thereof;

         (d) the  amendment  or repeal of the  By-Laws,  or the  adoption of new
    By-Laws; or

         (e) the amendment or repeal of any resolution of the Board of Directors
    unless such  resolution of the Board of Directors by its terms provides that
    it may be so amended or repealed.
<PAGE>

         Section  3.3.  Quorum  and Manner of  Acting.  A majority  of the total
membership that a committee would have if there were no vacancies  (including at
least one  Director  who is not an officer or  employee of the Company or of any
entity controlling,  controlled by, or under common control with the Company and
who is not a beneficial  owner of a controlling  interest in the voting stock of
the Company or of any such entity) shall constitute a quorum for the transaction
of  business.  The vote of a majority of the members  present at the time of the
vote, if a quorum is present at such time,  shall be the act of such  committee.
Except as otherwise  prescribed  by these  By-Laws or by the Board of Directors,
each  committee may elect a chairman  from among its members,  fix the times and
dates of its meetings, and adopt other rules of procedure.

         Section 3.4. Removal of Members.  Any member (and any alternate member)
of a  committee  may be  removed by vote of a  majority  of the entire  Board of
Directors.

         Section 3.5. Vacancies.  Any vacancy occurring in any committee for any
reason may be filled by vote of a majority of the entire Board of Directors.

         Section  3.6.  Subcommittees.  Any  committee  may  appoint one or more
subcommittees  from its members.  Any such  subcommittee may be charged with the
duty of  considering  and  reporting to the  appointing  committee on any matter
within the  responsibility  of the committee  appointing such  subcommittee  but
cannot act in place of the appointing committee.

         Section 3.7.  Alternate  Members of Committees.  The Board of Directors
may  designate,  by  resolution  adopted  by a majority  of the entire  Board of
Directors,  one or more directors as alternate  members of any committee who may
replace any absent member or members at a meeting of such  committee.  [Business
Corporation Law Sec. 712]

         Section  3.8.  Attendance  of  Other  Directors.  Except  as  otherwise
prescribed  by the Board of  Directors,  members of the Board of  Directors  may
attend any meeting of any committee.

                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

         Section 4.1.  Chairman of the Board.  The Board of  Directors  may at a
regular or special meeting elect from among their number a Chairman of the
<PAGE>

Board who shall hold office,  at the pleasure of the Board of  Directors,  until
the next Annual Meeting.

         The Chairman of the Board shall preside at all meetings of the Board of
Directors and also shall  exercise such powers and perform such duties as may be
delegated  or assigned  to or  required of him or her by these  By-Laws or by or
pursuant to authorization of the Board of Directors.

         Section 4.2.  Vice-Chairman of the Board. The Board of Directors may at
a  regular  or  special  meeting  elect  from  among  their  number  one or more
Vice-Chairmen  of the Board who shall hold office,  at the pleasure of the Board
of Directors, until the next Annual Meeting.

         The  Vice-Chairmen  of the Board shall exercise such powers and perform
such  duties as may be  delegated  or  assigned  to or required of them by these
By-Laws or by or pursuant to  authorization  of the Board of Directors or by the
Chairman of the Board.

         Section 4.3.  President.  The Board of Directors  shall at a regular or
special meeting elect from among their number a President who shall hold office,
at the  pleasure of the Board of  Directors,  until the next Annual  Meeting and
until the election of his or her successor.

         The President shall exercise such powers and perform such duties as may
be delegated or assigned to or required of him or her by these  By-Laws or by or
pursuant to  authorization of the Board of Directors or (if the President is not
the chief executive officer) by the chief executive  officer.  The President and
Secretary may not be the same person.

         Section 4.4. Chief Executive Officer.  The Chairman of the Board or the
President  shall be the chief  executive  officer of the Company as the Board of
Directors  from time to time shall  determine,  and the Board of Directors  from
time to time may  determine  who shall  act as chief  executive  officer  in the
absence or inability to act of the then incumbent.

         Subject to the control of the Board of Directors, and to the extent not
otherwise  prescribed by these By-Laws,  the chief executive  officer shall have
plenary  power  over all  departments,  officers,  employees,  and agents of the
Company,  and shall be responsible  for the general  management and direction of
all the business and affairs of the Company.
<PAGE>

         Section 4.5.  Secretary.  The Board of Directors  shall at a regular or
special meeting elect a Secretary who shall hold office,  at the pleasure of the
Board of Directors,  until the next Annual Meeting and until the election of his
or her successor.

         The Secretary  shall issue notices of the meetings of the  shareholders
and the Board of  Directors  and its  committees,  shall keep the minutes of the
meetings of the  shareholders  and the Board of Directors and its committees and
shall have custody of the Company's  corporate  seal and records.  The Secretary
shall exercise such powers and perform such other duties as relate to the office
of the  Secretary,  and also  such  powers  and  duties as may be  delegated  or
assigned to or required  of him or her by or  pursuant to  authorization  of the
Board of  Directors  or by the  Chairman of the Board or (if the Chairman of the
Board is not the chief executive officer) the chief executive officer.

         Section 4.6.  Other  Officers.  The Board of  Directors  may elect such
other officers as may be deemed necessary for the conduct of the business of the
Company. Each such officer elected by the Board of Directors shall exercise such
powers and perform such duties as may be delegated or assigned to or required of
him or her by the Board of Directors or the chief executive  officer,  and shall
hold office until the next Annual  Meeting,  but at any time may be suspended by
the chief  executive  officer  or by the Board of  Directors,  or removed by the
Board of Directors. [Business Corporation Law Secs. 715, 716]


                                    ARTICLE V
                                    ---------

                                  CAPITAL STOCK
                                  -------------

         Section 5.1. Transfers of Stock; Registered Shareholders. (a) Shares of
stock of the Company  shall be  transferable  only upon the books of the Company
kept for such  purpose upon  surrender  to the Company or its transfer  agent or
agents of a  certificate  (unless  such shares shall be  uncertificated  shares)
representing  shares,  duly endorsed or accompanied  by appropriate  evidence of
succession,  assignment or authority to transfer. Within a reasonable time after
the transfer of uncertificated  shares, the Company shall send to the registered
owner thereof a written  notice  containing the  information  required to be set
forth or stated on certificates.

         (b) Except as otherwise  prescribed  by law, the Board of Directors may
make such rules,  regulations and conditions as it may deem expedient concerning
the  subscription  for, issue,  transfer and  registration  of, shares of stock.
<PAGE>

Except as otherwise prescribed by law, the Company, prior to due presentment for
registration of transfer, may treat the registered owner of shares as the person
exclusively  entitled  to vote,  to  receive  notifications,  and  otherwise  to
exercise all the rights and powers of an owner.  [Business  Corporation Law Sec.
508(d), (f); Insurance Law Sec. 4203]

         Section 5.2 Transfer  Agent and  Registrar.  The Board of Directors may
appoint one or more transfer agents and one or more registrars,  and may require
all certificates  representing shares to bear the signature of any such transfer
agents or  registrars.  The same person may act as transfer  agent and registrar
for the Company.


                                   ARTICLE VI
                                   ----------

                            EXECUTION OF INSTRUMENTS
                            ------------------------

         Section 6.1.  Execution of  Instruments.  (a) Any one of the following,
namely,  the  Chairman  of  the  Board,  any  Vice-Chairman  of the  Board,  the
President, any Vice-President (including a Deputy or Assistant Vice-President or
any other Vice-President  designated by a number or a word or words added before
or  after   the  title   Vice-President   to   indicate   his  or  her  rank  or
responsibilities),  the Secretary, or the Treasurer, or any officer, employee or
agent  designated by or pursuant to  authorization  of the Board of Directors or
any  committee  created  under these  By-Laws,  shall have power in the ordinary
course of business to enter into  contracts or execute  instruments on behalf of
the Company  (other than  checks,  drafts and other orders drawn on funds of the
Company  deposited in its name in banks) and to affix the corporate seal. If any
such  instrument  is to be  executed  on behalf of the  Company by more than one
person,  any two or more of the  foregoing  or any one or more of the  foregoing
with an  Assistant  Secretary  or an  Assistant  Treasurer  shall  have power to
execute such instrument and affix the corporate seal.

         (b) The  signature  of any  officer  may be in  facsimile  on any  such
instrument if it shall also bear the actual signature,  or personally  inscribed
initials, of an officer, employee or agent empowered by or pursuant to the first
sentence of this Section to execute such instrument,  provided that the Board of
Directors  or a  committee  thereof may  authorize  the  issuance  of  insurance
contracts and annuity  contracts on behalf of the Company  bearing the facsimile
signature of an officer  without the actual  signature or  personally  inscribed
initials of any person.
<PAGE>

         (c) All checks,  drafts and other  orders drawn on funds of the Company
deposited in its name in banks shall be signed only pursuant to authorization of
and in  accordance  with  rules  prescribed  from  time to time by the  Board of
Directors  or a committee  thereof,  which rules may permit the use of facsimile
signatures.

         Section 6.2.  Facsimile  Signatures of Former Officers.  If any officer
whose facsimile  signature has been placed upon any instrument shall have ceased
to be such officer before such  instrument is issued,  it may be issued with the
same effect as if he or she had been such officer at the time of its issue.

         Section 6.3. Meaning of Term "Instruments". As used in this Article VI,
the  term  "instruments"   includes,  but  is  not  limited  to,  contracts  and
agreements,  checks, drafts and other orders for the payment of money, transfers
of bonds,  stocks,  notes and other securities,  and powers of attorney,  deeds,
leases, releases of mortgages,  satisfactions and all other instruments entitled
to be recorded in any jurisdiction.


                                   ARTICLE VII
                                   -----------

                                     GENERAL
                                     -------

         Section 7.1.  Reports of Committees.  Reports of any committee  charged
with  responsibility for supervising or making investments shall be submitted at
the next meeting of the Board of Directors.  Reports of other  committees of the
Board of  Directors  shall be  submitted  at a regular  meeting  of the Board of
Directors  as soon as  practicable,  unless  otherwise  directed by the Board of
Directors.

         Section 7.2 Independent  Certified  Public  Accountants.  The books and
accounts  of  the  Company  shall  be  audited  throughout  each  year  by  such
independent  certified  public  accountants as shall be selected by the Board of
Directors.

         Section 7.3. Directors' Fees. The Directors shall be paid such fees for
their  services  in any  capacity  as may have been  authorized  by the Board of
Directors.  No Director who is a salaried  officer of the Company  shall receive
any fees for serving as a Director of the  Company.  [Business  Corporation  Law
Sec. 713(e)]
<PAGE>

         Section 7.4. Indemnification of Directors,  Officers and Employees. (a)
To the extent  permitted  by the law of the State of New York and subject to all
applicable requirements thereof:

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

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

         (iii) the related expenses of any such person in any of said categories
    may be advanced by the Company.

         (b) To the extent  permitted  by the law of the State of New York,  the
Company may provide for further  indemnification  or  advancement of expenses by
resolution  of  shareholders  of the  Company  or the  Board  of  Directors,  by
amendment of these By-Laws,  or by agreement.  [Business  Corporation  Law Secs.
721-726; Insurance Law Sec. 1216]

         Section  7.5.  Waiver of Notice.  Notice of any meeting of the Board of
Directors  or any  committee  thereof  shall not be  required to be given to any
Director  who  submits a signed  waiver of  notice  whether  before or after the
meeting,  or who  attends  the meeting  without  protesting,  prior to or at its
commencement, the lack of notice to him. [Business Corporation Law Sec. 711(c)]

         Section 7.6.  Company.  The term  "Company" in these  By-Laws means The
Equitable Life Assurance Society of the United States.


                                  ARTICLE VIII
                                  ------------

                              AMENDMENT OF BY-LAWS
                              --------------------

         Section  8.1.  Amendment  of  By-Laws.  Subject to Section  1210 of the
Insurance Law of the State of New York, all By-Laws of the Corporation,
<PAGE>

whether adopted by the Board of Directors or the shareholders,  shall be subject
to amendment, alteration or repeal, and new By-Laws may be made, either

         (a)  by  the   shareholders   at  any  annual  or  special  meeting  of
    shareholders  the notice of which shall have  specified  or  summarized  the
    proposed amendment, alteration, repeal or new By-Laws, or

         (b) by  resolution  adopted by the Board of Directors at any regular or
    special  meeting,  the notice or waiver of notice of which,  unless  none is
    required  hereunder,   shall  have  specified  or  summarized  the  proposed
    amendment, alteration, repeal or new By-Laws,

provided,  however, that the shareholders may at any time provide in the By-Laws
that any  specified  provision  or  provisions  of the  By-Laws  may be amended,
altered or repealed only in the manner specified in the foregoing clause (a), in
which  event  such  provision  or  provisions  shall be  subject  to  amendment,
alteration or repeal only in such manner. [Business Corporation Law Sec. 601(a);
Insurance Law Sec. 1210]

         Section 8.2. Notice of Amendment. If any By-Law regulating an impending
election of directors is adopted, amended or repealed by the Board of Directors,
there shall be set forth in the notice of the next meeting of  shareholders  for
the election of directors the By-Law so adopted,  amended or repealed,  together
with a concise statement of the changes made. [Business Corporation Law Sec. 601
(b).]




                                                                   MARY P. BREEN
                                                                  Vice President
                                                   and Associate General Counsel
                                                                  (212) 314-3815
                                                             Fax: (212) 707-1882
[EQUITABLE -- MEMBER OF THE GLOBAL AXA GROUP LOGO]
                                                                  LAW DEPARTMENT


                                                  April 30, 1997



The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas
New York, NY 10104

Dear Sirs:

      This opinion is furnished in connection with the filing of a Registration
Statement on Form S-6, File No. 333-17671 ("Registration Statement") of Separate
Account FP ("Separate Account FP") of The Equitable Life Assurance Society of
the United States ("Equitable"). The Registration Statement covers an indefinite
number of units of interest in Separate Account FP ("Units") funding Champion
2000 (policy form no. 90-400), individual modified premium variable whole life
insurance policies ("Policies") issued by The Equitable Life Assurance Society
of the United States ("Equitable"). Although the Policies are no longer being
offered for sale, Equitable will continue to collect premiums under the
Policies. Net premiums received under the Policies are allocated by Equitable to
Separate Account FP to the extent directed by owners of the Policies. Net
premiums under other Equitable variable life insurance policies will also be
allocated to Separate Account FP.

      I have examined all such corporate records of Equitable and such other
documents and laws as I consider appropriate as a basis for the opinion
hereinafter expressed. On the basis of such examination, it is my opinion that:

      1. Equitable is a corporation duly organized and validly existing under
the laws of the State of New York.

      2. Separate Account FP has been duly established by Equitable pursuant to
the laws of the State of New York, under which income, gains and losses, whether
or not realized, from assets allocated to Separate Account FP, are to be, in
accordance with the Policies, credited to or charged against Separate Account FP
without regard to other income, gains or losses of Equitable.

      3. Assets allocated to Separate Account FP will be owned by Equitable;
Equitable will not be a trustee with respect thereto. The Policies provide that
the portion of the assets of Separate Account FP equal to the reserves and other
Policy liabilities with respect to Separate Account FP will not be chargeable
with liabilities arising out of any other business Equitable may conduct.
Equitable reserves the right to transfer assets of Separate Account FP in excess
of such reserves and other Policy liabilities to the general account of
Equitable.

      4. The Policies (including any Units duly credited thereunder) have been
duly authorized and constitute validly issued and binding obligations of
Equitable in accordance with their terms.

      I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

                                                  Very truly yours,


                                                  /s/ Mary P. Breen
                                                  --------------------------
                                                      Mary P. Breen


51510


           THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
             1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104




                    CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus Supplement constituting part of
this Post-Effective Amendment No. 1 to the Registration Statement No. 333-17671
on Form S-6 of our report dated February 10, 1997 relating to the financial
statements of The Equitable Life Assurance Society of the United States Separate
Account FP for the year ended December 31, 1996, and our report dated February
10, 1997 relating to the consolidated financial statements of The Equitable Life
Assurance Society of the United States for the year ended December 31, 1996,
which reports appear in such Prospectus Supplement. We also consent to the
reference to us under the heading "Financial Statements" in the Prospectus
Supplement.


/s/ Price Waterhouse LLP

Price Waterhouse LLP
New York, New York
April 28, 1997



                                POWER OF ATTORNEY
                                -----------------


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or
director of The Equitable Life Assurance Society of the United States (the
"Company"), a New York stock life insurance company, hereby constitutes and
appoints Gordon G. Dinsmore, Samuel B. Shlesinger, Maureen K. Wolfson, Pauline
Sherman, Donald R. Kaplan, Naomi J. Weinstein, Mildred Oliver and each of them
(with full power to each of them to act alone), his or her true and lawful
attorney-in fact and agent , with full power of substitution to each, for him or
her and on his or her behalf and in his or her name, place and stead, to execute
and file any of the documents referred to below relating to registrations under
the Securities Act of 1933, the Securities Exchange Act of 1934 and the
Investment Company Act of 1940 with respect to any insurance or annuity
contracts or other agreements providing for allocation of amounts to Separate
Accounts of the Company, and related units or interests in Separate Accounts:
registration statements on any form or forms under the Securities Act of 1933
and the Investment Company Act of 1940 and annual reports on any form or forms
under the Securities Exchange Act of 1934, and any and all amendments and
supplements thereto, with all exhibits and all instruments necessary or
appropriate in connection therewith, each of said attorney-in-fact and agents
and his, her or their substitutes being empowered to act with or without the
others or other, and to have full power and authority to do or cause to be done
in the name and on behalf of the undersigned each and every act and thing
requisite and necessary or appropriate with respect thereto to be done in and
about the premises in order to effectuate the same as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 6th day of January, 1997

                                              /s/ Mary R. (Nina) Henderson
                                             ---------------------------------
                                                  Mary R. (Nina) Henderson




<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         02
<NAME>                                           Common Stock Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            1,277,628,295
<INVESTMENTS-AT-VALUE>                           1,572,061,192
<RECEIVABLES>                                    967,531
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   1,573,028,723
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        2,250,844
<TOTAL-LIABILITIES>                              2,250,844
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     1,570,777,879
<DIVIDEND-INCOME>                                11,773,551
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   8,267,795
<NET-INVESTMENT-INCOME>                          3,505,756
<REALIZED-GAINS-CURRENT>                         187,552,444
<APPREC-INCREASE-CURRENT>                        112,608,618
<NET-CHANGE-FROM-OPS>                            303,666,818
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        3,505,756
<DISTRIBUTIONS-OF-GAINS>                         300,161,062
<DISTRIBUTIONS-OTHER>                            120,955,019
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           424,192,605
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         03
<NAME>                                           Money Market Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            242,546,651
<INVESTMENTS-AT-VALUE>                           242,570,674
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             8,940,540
<TOTAL-ASSETS>                                   251,511,214
<PAYABLE-FOR-SECURITIES>                         9,060,754
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        577,366
<TOTAL-LIABILITIES>                              9,638,120
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     241,873,094
<DIVIDEND-INCOME>                                9,126,793
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   1,025,149
<NET-INVESTMENT-INCOME>                          8,101,644
<REALIZED-GAINS-CURRENT>                         (110,954)
<APPREC-INCREASE-CURRENT>                        (65,953)
<NET-CHANGE-FROM-OPS>                            7,924,737
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        8,101,644
<DISTRIBUTIONS-OF-GAINS>                         (176,907)
<DISTRIBUTIONS-OTHER>                            26,877,953
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           34,739,563
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         04
<NAME>                                           Aggressive Stock Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            747,842,158
<INVESTMENTS-AT-VALUE>                           794,459,393
<RECEIVABLES>                                    3,729,663
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   798,189,056
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        4,589,925
<TOTAL-LIABILITIES>                              4,589,925
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     793,599,131
<DIVIDEND-INCOME>                                1,661,263
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   4,086,388
<NET-INVESTMENT-INCOME>                          (2,425,125)
<REALIZED-GAINS-CURRENT>                         163,630,203
<APPREC-INCREASE-CURRENT>                        (33,653,883)
<NET-CHANGE-FROM-OPS>                            127,551,195
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        (2,425,125)
<DISTRIBUTIONS-OF-GAINS>                         129,976,320
<DISTRIBUTIONS-OTHER>                            111,065,154
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           238,411,000
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         05
<NAME>                                           Balanced Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            388,200,062
<INVESTMENTS-AT-VALUE>                           430,582,886
<RECEIVABLES>                                    142,333
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   430,725,219
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        1,031,164
<TOTAL-LIABILITIES>                              1,031,164
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     429,694,055
<DIVIDEND-INCOME>                                13,094,730
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   2,490,188
<NET-INVESTMENT-INCOME>                          10,604,542
<REALIZED-GAINS-CURRENT>                         33,240,237
<APPREC-INCREASE-CURRENT>                        (714,363)
<NET-CHANGE-FROM-OPS>                            43,130,416
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        10,604,542
<DISTRIBUTIONS-OF-GAINS>                         32,525,874
<DISTRIBUTIONS-OTHER>                            (11,866,664)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           31,128,846
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         06
<NAME>                                           High Yield Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            96,502,438
<INVESTMENTS-AT-VALUE>                           102,167,262
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             105,241
<TOTAL-ASSETS>                                   102,272,503
<PAYABLE-FOR-SECURITIES>                         149,241
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        733,423
<TOTAL-LIABILITIES>                              882,664
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     101,389,839
<DIVIDEND-INCOME>                                8,696,039
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   518,429
<NET-INVESTMENT-INCOME>                          8,177,610
<REALIZED-GAINS-CURRENT>                         7,058,612
<APPREC-INCREASE-CURRENT>                        1,840,843
<NET-CHANGE-FROM-OPS>                            17,077,065
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        8,177,610
<DISTRIBUTIONS-OF-GAINS>                         8,899,455
<DISTRIBUTIONS-OTHER>                            12,590,932
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           29,458,877
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         07
<NAME>                                           Global Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            374,535,031
<INVESTMENTS-AT-VALUE>                           433,153,085
<RECEIVABLES>                                    802,100
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   433,955,185
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        1,177,881
<TOTAL-LIABILITIES>                              1,177,881
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     432,777,304
<DIVIDEND-INCOME>                                7,019,392
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   2,314,066
<NET-INVESTMENT-INCOME>                          4,705,326
<REALIZED-GAINS-CURRENT>                         23,774,539
<APPREC-INCREASE-CURRENT>                        22,092,458
<NET-CHANGE-FROM-OPS>                            50,572,323
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        4,705,326
<DISTRIBUTIONS-OF-GAINS>                         45,866,997
<DISTRIBUTIONS-OTHER>                            48,801,376
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           99,280,284
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         08
<NAME>                                           Conservative Investors Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            167,148,611
<INVESTMENTS-AT-VALUE>                           174,848,746
<RECEIVABLES>                                    114,675
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   174,963,421
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        624,941
<TOTAL-LIABILITIES>                              624,941
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     174,338,480
<DIVIDEND-INCOME>                                7,737,745
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   1,046,858
<NET-INVESTMENT-INCOME>                          6,690,887
<REALIZED-GAINS-CURRENT>                         3,677,543
<APPREC-INCREASE-CURRENT>                        (2,661,985)
<NET-CHANGE-FROM-OPS>                            7,706,445
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        6,690,887
<DISTRIBUTIONS-OF-GAINS>                         1,015,558
<DISTRIBUTIONS-OTHER>                            (5,418,851)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           2,251,381
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         09
<NAME>                                           Growth Investors Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            631,813,336
<INVESTMENTS-AT-VALUE>                           698,964,029
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             41,689
<TOTAL-ASSETS>                                   699,005,718
<PAYABLE-FOR-SECURITIES>                         245,089
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        521,008
<TOTAL-LIABILITIES>                              766,097
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     698,239,621
<DIVIDEND-INCOME>                                15,504,412
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   3,746,683
<NET-INVESTMENT-INCOME>                          11,757,729
<REALIZED-GAINS-CURRENT>                         75,274,214
<APPREC-INCREASE-CURRENT>                        (14,635,180)
<NET-CHANGE-FROM-OPS>                            72,396,763
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        11,757,729
<DISTRIBUTIONS-OF-GAINS>                         60,639,034
<DISTRIBUTIONS-OTHER>                            70,058,312
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           142,361,955
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         12
<NAME>                                           Intermed Gov Securities Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            44,817,781
<INVESTMENTS-AT-VALUE>                           44,676,302
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             77,313
<TOTAL-ASSETS>                                   44,753,615
<PAYABLE-FOR-SECURITIES>                         87,411
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        538,792
<TOTAL-LIABILITIES>                              626,203
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     44,127,412
<DIVIDEND-INCOME>                                2,367,498
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   245,038
<NET-INVESTMENT-INCOME>                          2,122,460
<REALIZED-GAINS-CURRENT>                         (490,315)
<APPREC-INCREASE-CURRENT>                        (287,001)
<NET-CHANGE-FROM-OPS>                            1,345,144
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        2,122,460
<DISTRIBUTIONS-OF-GAINS>                         (777,316)
<DISTRIBUTIONS-OTHER>                            5,655,394
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           6,978,368
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         13
<NAME>                                           Growth & Income Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            32,957,253
<INVESTMENTS-AT-VALUE>                           38,031,591
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             122,406
<TOTAL-ASSETS>                                   38,153,997
<PAYABLE-FOR-SECURITIES>                         129,487
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        558,057
<TOTAL-LIABILITIES>                              687,544
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     37,466,453
<DIVIDEND-INCOME>                                525,200
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   155,175
<NET-INVESTMENT-INCOME>                          370,025
<REALIZED-GAINS-CURRENT>                         1,948,613
<APPREC-INCREASE-CURRENT>                        2,950,992
<NET-CHANGE-FROM-OPS>                            5,269,630
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        370,025
<DISTRIBUTIONS-OF-GAINS>                         4,899,605
<DISTRIBUTIONS-OTHER>                            13,684,934
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           18,848,140
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         14
<NAME>                                           Quality Bond Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            127,911,618
<INVESTMENTS-AT-VALUE>                           125,949,796
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   125,949,796
<PAYABLE-FOR-SECURITIES>                         28,516
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        706,967
<TOTAL-LIABILITIES>                              735,483
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     125,214,313
<DIVIDEND-INCOME>                                8,972,983
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   869,312
<NET-INVESTMENT-INCOME>                          8,103,671
<REALIZED-GAINS-CURRENT>                         (1,130,915)
<APPREC-INCREASE-CURRENT>                        143,854
<NET-CHANGE-FROM-OPS>                            7,116,610
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        8,103,671
<DISTRIBUTIONS-OF-GAINS>                         (987,061)
<DISTRIBUTIONS-OTHER>                            (20,149,875)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           (13,073,133)
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         15
<NAME>                                           Equity Index
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            73,126,833
<INVESTMENTS-AT-VALUE>                           94,575,057
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             188,428
<TOTAL-ASSETS>                                   94,763,485
<PAYABLE-FOR-SECURITIES>                         188,527
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        337,447
<TOTAL-LIABILITIES>                              525,974
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     94,237,511
<DIVIDEND-INCOME>                                1,751,848
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   605,961
<NET-INVESTMENT-INCOME>                          1,145,887
<REALIZED-GAINS-CURRENT>                         11,903,017
<APPREC-INCREASE-CURRENT>                        8,996,459
<NET-CHANGE-FROM-OPS>                            22,045,363
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        1,145,887
<DISTRIBUTIONS-OF-GAINS>                         20,899,476
<DISTRIBUTIONS-OTHER>                            634,553
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           22,613,896
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000771726
<NAME>                                           Sep Acct FP ELAS
<SERIES>
<NUMBER>                                         16
<NAME>                                           International Fund Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            39,937,334
<INVESTMENTS-AT-VALUE>                           41,795,127
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             159,777
<TOTAL-ASSETS>                                   41,954,904
<PAYABLE-FOR-SECURITIES>                         135,983
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        242,714
<TOTAL-LIABILITIES>                              378,697
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     41,576,207
<DIVIDEND-INCOME>                                575,524
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   164,149
<NET-INVESTMENT-INCOME>                          411,375
<REALIZED-GAINS-CURRENT>                         709,281
<APPREC-INCREASE-CURRENT>                        1,189,887
<NET-CHANGE-FROM-OPS>                            2,310,543
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        411,375
<DISTRIBUTIONS-OF-GAINS>                         1,899,168
<DISTRIBUTIONS-OTHER>                            26,855,591
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           29,144,269
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>


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