SEPARATE ACCOUNT FP OF EQUITABLE LIFE ASSUR SOC OF THE US
497, 1998-07-09
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                                 INCENTIVE LIFE
                                    PLUS (SM)

   
                                Propectus Dated
                                 July 15, 1998
    

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

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

<TABLE>
<CAPTION>

                              INVESTMENT PORTFOLIOS
- ------------------------------------------------------------------------------------------------
<S>                          <C>                              <C>    
o Alliance Money Market      o BT Equity 500 Index            o MFS Research
o Alliance High Yield        o BT Small Company Index         o MFS Emerging Growth Companies
o Alliance Common Stock      o BT International Equity Index  o Morgan Stanley Emerging Markets
o Alliance Aggressive Stock  o JPM Core Bond                    Equity
o Alliance Small Cap Growth  o Lazard Large Cap Value         o EQ/Putnam Growth & Income Value
                             o Lazard Small Cap Value         o EQ/Putnam Investors Growth
                                                              o EQ/Putnam International Equity
- ------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

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

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

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

    Copyright 1998 The Equitable Life Assurance Society of the United States.
                              All rights reserved.

EVM-124 (EDI)
<PAGE>

                                TABLE OF CONTENTS

                                                                   PAGE
                                                                   ----

SUMMARY OF INCENTIVE LIFE PLUS FEATURES...............................3
PART 1 --  DETAILED INFORMATION ABOUT EQUITABLE AND
           INCENTIVE LIFE PLUS INVESTMENT CHOICES.....................9
           THE COMPANY THAT ISSUES INCENTIVE LIFE PLUS................9
              Equitable...............................................9
           THE SEPARATE ACCOUNT AND THE TRUSTS........................9
              The Separate Account....................................9
              The Trusts..............................................9
              HRT's Manager And Investment Adviser...................10
              EQAT's Manager.........................................10
              EQAT's Investment Advisers.............................10
              Investment Policies And Objectives Of The Trusts' 
                Portfolios...........................................11
           THE GUARANTEED INTEREST ACCOUNT...........................13
              Adding Interest In The Guaranteed Interest Account.....13
              Transfers Out Of The Guaranteed Interest Account.......14
PART 2 --  DETAILED INFORMATION ABOUT INCENTIVE LIFE PLUS............14
           FLEXIBLE PREMIUMS.........................................14
              Planned Periodic Premiums And Specified Premiums.......14
              Premium And Monthly Charge Allocations.................14
           DEATH BENEFITS............................................15
              Guaranteeing The Death Benefit.........................15
           CHANGES IN INSURANCE PROTECTION...........................16
              Changing The Face Amount...............................16
              Changing The Death Benefit Option......................17
              Substitution Of Insured Person.........................17
              When Policy Changes Go Into Effect.....................17
           MATURITY BENEFIT..........................................17
           LIVING BENEFIT OPTION.....................................18
           ADDITIONAL BENEFITS MAY BE AVAILABLE......................18
           YOUR POLICY ACCOUNT VALUE.................................18
              Amounts In The Separate Account........................18
              How We Determine The Unit Value........................19
              Transfers Of Policy Account Value......................19
              Automatic Transfer Service.............................19
              Telephone Transfers....................................19
              Charge For Transfers...................................20
           BORROWING FROM YOUR POLICY ACCOUNT........................20
              How To Request A Loan..................................20
              Policy Loan Interest...................................20
              When Interest Is Due...................................21
              Repaying The Loan......................................21
              The Effects Of A Policy Loan...........................21
           PARTIAL WITHDRAWALS AND SURRENDER.........................21
              Partial Withdrawals....................................21
              Surrender For Net Cash Surrender Value.................21
           DEDUCTIONS AND CHARGES....................................22
              Deductions From Premiums...............................22
              Deductions From Your Policy Account....................22
              Charge Against The Separate Account....................24
              Charges Of The Trusts..................................24
              Surrender Charges......................................24
              Purpose Of Policy Charges..............................25
           ADDITIONAL INFORMATION ABOUT INCENTIVE LIFE PLUS..........25
              Your Policy Can Terminate..............................25
              You May Restore A Policy After It Terminates...........26
              Policy Periods, Anniversaries, Dates And Ages..........26
           TAX EFFECTS...............................................27
              Policy Proceeds........................................27
              Policy Terminations....................................28
              Living Benefits........................................28
              Diversification........................................28
              Policy Changes.........................................29
              Tax Changes............................................29
              Estate And Generation Skipping Taxes...................29
              Pension And Profit-Sharing Plans.......................29
              Trade Or Business Entity Owns Or Is Directly Or 
                Indirectly A Beneficiary Of The Policy...............29
              Other Employee Benefit Programs........................30
              Our Taxes..............................................30
              When We Withhold Income Taxes..........................30
PART 3 --  ADDITIONAL INFORMATION....................................30
           YOUR VOTING PRIVILEGES....................................30
              Trust Voting Privileges................................30
              How We Determine Your Voting Shares....................30
              Separate Account Voting Rights.........................31
           OUR RIGHT TO CHANGE HOW WE OPERATE........................31
           OUR REPORTS TO POLICYOWNERS...............................31
           LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY...............31
           YOUR PAYMENT OPTIONS......................................32
           YOUR BENEFICIARY..........................................32
           ASSIGNING YOUR POLICY.....................................32
           WHEN WE PAY POLICY PROCEEDS...............................32
           DIVIDENDS.................................................32
           REGULATION................................................32
           SPECIAL CIRCUMSTANCES.....................................33
           DISTRIBUTION..............................................33
           LEGAL PROCEEDINGS.........................................33
           ACCOUNTING AND ACTUARIAL EXPERTS..........................33
           ADDITIONAL INFORMATION....................................33
           YEAR 2000 PROGRESS........................................34
           MANAGEMENT................................................34
PART 4 --  ILLUSTRATIONS OF POLICY BENEFITS..........................38
           INDIVIDUAL ILLUSTRATIONS..................................38
SEPARATE ACCOUNT FP FINANCIAL STATEMENTS..........................FSA-1
EQUITABLE FINANCIAL STATEMENTS......................................F-1
APPENDIX A -- COMMUNICATING PERFORMANCE DATA........................A-1
                 LONG-TERM MARKET TRENDS............................A-1
                 AVERAGE ANNUAL RATES OF RETURN.....................A-2

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

In this prospectus  "we," "our" and "us" mean  Equitable,  a New York stock life
insurance  company.  "You" and  "your"  mean the owner of the  policy.  The term
"Equitable agent" or "agent", as used herein, means a Registered  Representative
authorized to sell the policies on  Equitable's  behalf.  We refer to the person
who is covered by the policy as the "insured  person" because the insured person
and the  policyowner  may  not be the  same.  Unless  indicated  otherwise,  the
discussion in this prospectus  assumes that there is no policy loan  outstanding
and that the policy is not in a grace period.

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

                        WHAT IS VARIABLE LIFE INSURANCE?

Variable life insurance is one kind of permanent cash value life insurance. Like
other  kinds of  permanent  cash  value life  insurance,  such as whole life and
universal  life  insurance,  variable  life  insurance  generally  provides  two
benefits:  an income  tax-free  death  benefit  and a cash value with  potential
earnings growth which is 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  variable  investment  fund  options.  This enables a  policyowner  to
harness  the growth  potential  of, for  example,  the equity  markets,  but the
policyowner also bears the risk of investment  losses.  In contrast,  whole life
insurance  provides a minimum guaranteed cash value and universal life applies a
minimum  guaranteed  interest rate to premiums.  Some  variable  life  insurance
policies  offer some of the other  features of  universal  or whole life such as
premium flexibility  (universal life), face amount increases (universal life) or
death benefit guarantees (whole life).

Equitable  offers an array of permanent cash value  insurance  products and your
Equitable  agent can help you determine  which product best suits your insurance
needs.

                     SUMMARY OF INCENTIVE LIFE PLUS FEATURES

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

PUTTING MONEY INTO THE POLICY

FLEXIBLE PREMIUMS

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

POLICY ACCOUNT

o    Net  premiums  are put in your  Policy  Account and can be  allocated  to a
     Guaranteed  Interest  Account  and to  one or  more  funds  of  Equitable's
     Separate  Account FP (each a Fund, and together,  the Funds or the Separate
     Account). The Funds invest in corresponding  portfolios of The Hudson River
     Trust  (HRT) or the EQ  Advisors  Trust  (EQAT),  each of which is a mutual
     fund.  See THE  SEPARATE  ACCOUNT  and THE  TRUSTS,  both in Part 1 of this
     prospectus.

o    Transfers can be made among the various funding options,  BUT TRANSFERS OUT
     OF THE GUARANTEED  INTEREST  ACCOUNT CAN ONLY BE MADE DURING A LIMITED TIME
     AND IN  LIMITED  AMOUNTS.  See  TRANSFERS  OUT OF THE  GUARANTEED  INTEREST
     ACCOUNT  in  Part  1  of  this   prospectus  for  a  description  of  these
     limitations.  Transfers into the Guaranteed  Interest Account and among the
     Funds may generally be made at any time and are subject to certain  minimum
     transfer  amounts.  See TRANSFERS OF POLICY ACCOUNT VALUE in Part 2 of this
     prospectus.

o    There is no minimum  guaranteed  cash value for  amounts  allocated  to the
     Funds.  The value of amounts  allocated to the Guaranteed  Interest Account
     will depend on the  interest  rates  declared and  guaranteed  each year by
     Equitable (4% minimum,  before  deductions).  See THE  GUARANTEED  INTEREST
     ACCOUNT in Part 1 of this prospectus.

TAKING MONEY OUT OF THE POLICY

o    Loans may be taken against 90% of a policy's Cash  Surrender  Value (Policy
     Account  value less any  applicable  surrender  charge)  subject to certain
     conditions.  Loan  interest  accrues daily at a rate  determined  annually.
     Currently,  amounts set aside to secure the loan earn interest at a rate 1%
     lower than the rate charged for policy loan  interest.  See BORROWING  FROM
     YOUR POLICY ACCOUNT in Part 2 of this prospectus.

o    Partial  Withdrawals of Net Cash Surrender Value (Cash Surrender Value less
     any loan and accrued  loan  interest)  may be taken after the first  policy
     year,  subject  to  our  approval  and  certain  conditions.   See  PARTIAL
     WITHDRAWALS in Part 2 of this prospectus.

o    The policy may be surrendered  for its Net Cash Surrender  Value,  less any
     lien securing a Living Benefit  payment,  at which time insurance  coverage
     will end.  See  SURRENDER  FOR NET CASH  SURRENDER  VALUE in Part 2 of this
     prospectus.

INSURANCE PROTECTION FEATURES

DEATH BENEFITS

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

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

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

                                       3
<PAGE>

o    After the first  policy year,  you can increase the Face Amount.  After the
     second  policy year,  you can decrease the Face Amount or change your death
     benefit  option.  Conditions  apply to Face Amount and death benefit option
     changes.  The minimum  Face  Amount is  generally  $50,000.  See CHANGES IN
     INSURANCE PROTECTION in Part 2 of this prospectus.

o    After the second  policy year,  you may be able to  substitute  the insured
     person. See SUBSTITUTION OF INSURED PERSON in Part 2 of this prospectus.

DEATH BENEFIT GUARANTEE

o    The death  benefit  guarantee  provision  guarantees  that,  under  certain
     conditions,  the policy will remain in force even if the Net Cash Surrender
     Value is insufficient to pay the monthly policy charges.  The death benefit
     guarantee  provision is not available in New York and New Jersey.  In those
     states a 3-Year no lapse guarantee  provision will apply.  See GUARANTEEING
     THE DEATH BENEFIT in Part 2 of this  prospectus  for a description of these
     provisions and the conditions that apply.

MATURITY BENEFIT

o    A maturity  benefit  equal to the amount in your Policy  Account,  less any
     policy  loan,  any lien  securing  a Living  Benefit  payment  and  accrued
     interest, is payable on the policy anniversary nearest the insured person's
     100th birthday  (Final Policy Date),  if the insured person is still living
     on that date. See MATURITY BENEFIT in Part 2 of this prospectus.

LIVING BENEFIT

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

ADDITIONAL BENEFITS

o    Disability  waiver;  accidental  death;  term  insurance,   including  term
     insurance on an additional insured person,  children's term insurance,  and
     first-to-die term insurance;  option to purchase additional insurance;  and
     designated  insured option riders are available.  You may be able to reduce
     your costs by purchasing a term insurance rider on the insured person.  See
     ADDITIONAL BENEFITS MAY BE AVAILABLE in Part 2 of this prospectus.

DEDUCTIONS AND CHARGES

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

o    Charge for taxes  imposed by states and other  jurisdictions.  Such charges
     currently range from .70% to 5% (Virgin Islands).

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

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

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

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

o    Monthly charge for any additional insurance benefits.

o    Certain policy transactions will result in the following charges:

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

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

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

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

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

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

o    Current  charge for certain  mortality  and expense risks equal to .60% per
     annum  (guaranteed  not to exceed  .90% per  annum).  This  charge  will be
     deducted differently for policies issued in New York.

                                       4
<PAGE>

SURRENDER CHARGES (See SURRENDER CHARGES in Part 2 of this prospectus.)

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

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

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

FROM THE TRUSTS

o    The  Separate  Account  Funds  purchase  Class IB shares  of  corresponding
     portfolios  of the HRT or EQAT at net  asset  value.  That  price  reflects
     investment   management  fees,  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, reflecting the
     HRT's estimated  expenses,  is based on information for Class IB shares for
     the year ended  December 31, 1997 and has been  restated to reflect (i) the
     fees  that  would  have  been  paid to  Alliance  if the  present  advisory
     agreement  had been in effect  as of  January  1,  1997 and (ii)  estimated
     accounting  expenses  for the year  ended  December  31,  1997.  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 expenses are also likely to fluctuate from
     year to year.  Both  investment  management  fees and  other  expenses  are
     expressed in the table below as an annual  percentage  of each  portfolio's
     daily average net assets:

- --------------------------------------------------------------------------------
                                           1997 RESTATED FEES AND EXPENSES
                                 -----------------------------------------------
                                 MANAGEMENT   12B-1    OTHER     TOTAL ANNUAL
HRT PORTFOLIO                       FEE        FEE    EXPENSES     EXPENSES
- --------------------------------------------------------------------------------
Alliance Money Market............   0.35%     0.25%     0.04%        0.64%
Alliance High Yield..............   0.60%     0.25%     0.04%        0.89%
Alliance Common Stock............   0.37%     0.25%     0.03%        0.65%
Alliance Aggressive Stock........   0.54%     0.25%     0.03%        0.82%
Alliance Small Cap Growth*.......   0.90%     0.25%     0.05%        1.20%

- ----------
  *Estimated expenses. The portfolio commenced operations on May 1, 1997.
- --------------------------------------------------------------------------------
   EQ  Advisors  Trust.  The table  below  shows the annual  rates  payable  for
   management fees, Rule 12b-1  distribution  fees, and other estimated expenses
   to be  deducted  from  EQAT  assets in 1998.  Other  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,
   Rule 12b-1  distribution  fees and other  expenses are expressed in the table
   below as an annual percentage of each portfolio's daily average net assets:

- --------------------------------------------------------------------------------
                                            ESTIMATED 1998 FEES AND EXPENSES
                                      ------------------------------------------
                                      MANAGEMENT  12B-1    OTHER    TOTAL ANNUAL
EQAT PORTFOLIO*                          FEE      FEES    EXPENSES    EXPENSES
- --------------------------------------------------------------------------------
BT Equity 500 Index...................   0.25%     0.25%    0.05%       0.55%
BT Small Company Index................   0.25%     0.25%    0.10%       0.60%
BT International Equity Index.........   0.35%     0.25%    0.20%       0.80%
JPM Core Bond.........................   0.45%     0.25%    0.10%       0.80%
Lazard Large Cap Value................   0.55%     0.25%    0.10%       0.90%
Lazard Small Cap Value................   0.80%     0.25%    0.15%       1.20%
MFS Research..........................   0.55%     0.25%    0.05%       0.85%
MFS Emerging Growth Companies.........   0.55%     0.25%    0.05%       0.85%
Morgan Stanley Emerging Markets Equity   1.15%     0.25%    0.35%       1.75%
EQ/Putnam Growth & Income Value.......   0.55%     0.25%    0.05%       0.85%
EQ/Putnam Investors Growth............   0.55%     0.25%    0.05%       0.85%
EQ/Putnam International Equity........   0.70%     0.25%    0.25%       1.20%

- ----------

   * The EQAT had no  operations  prior to May 1, 1997.  The MFS  Research,  MFS
     Emerging  Growth  Companies,  EQ/Putnam  Growth & Income  Value,  EQ/Putnam
     Investors  Growth,  and EQ/Putnam  International  Equity Portfolios of EQAT
     commenced  operations on May 1, 1997. The Morgan Stanley  Emerging  Markets
     Equity Portfolio commenced operations on August 20, 1997. The BT Equity 500
     Index,  BT Small Company Index,  BT  International  Equity Index,  JPM Core
     Bond,  Lazard  Large  Cap  Value and  Lazard  Small  Cap  Value  Portfolios
     commenced  operations  on December  31, 1997.  The amounts  shown as "Other
     Expenses" will  fluctuate  from year to year depending on actual  expenses,
     but pursuant to  agreement,  cannot  together  with other fees exceed total
     annual expense limitations. See the attached EQAT prospectus.
- --------------------------------------------------------------------------------

                                       5
<PAGE>

VARIATIONS

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

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

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

ADDITIONAL INFORMATION

CANCELLATION RIGHT

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

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

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

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

POLICY TERMINATION

o    The  policy  will go  into  default  if the Net  Cash  Surrender  Value  is
     insufficient  to cover monthly  charges and the death benefit  guarantee or
     the 3-Year no lapse guarantee provisions are not in effect. If this occurs,
     you will be notified  and given the  opportunity  to maintain the policy in
     force  by  making  additional  payments.  You  may be  able  to  restore  a
     terminated  policy  within a limited  time  period,  but this will  require
     additional evidence of insurability.  See YOUR POLICY CAN TERMINATE and YOU
     MAY RESTORE A POLICY AFTER IT TERMINATES in Part 2 of this prospectus.

TAX EFFECTS

o  Generally,  under  current  Federal  income tax law,  death  benefits are not
   subject to income tax and Policy  Account  earnings are not subject to income
   tax as long as they remain in the Policy Account. Loans, partial withdrawals,
   surrender,  maturity,  policy  termination,  or a substitution of insured may
   result in recognition  of income for tax purposes.  See TAX EFFECTS in Part 2
   of this prospectus.

                    RATES OF RETURN AND YIELDS OF THE TRUSTS

The rates of return shown in the table below are based on the actual  investment
performance  of The Hudson River Trust and EQ Advisors Trust  portfolios,  after
deduction for investment  management fees and direct  operating  expenses of the
Trusts (including Rule 12b-1  distribution fees) for periods ending December 31,
1997. The historical performance of the Alliance Common Stock and Alliance Money
Market  Portfolios  for periods  prior to March 22, 1985,  when these funds were
managed  separate  accounts and subject to a different fee  structure,  has been
restated  to  reflect  the  investment  management  fees  and  estimated  direct
operating  expenses  that  commenced  on that date.  The  Alliance  Common Stock
Portfolio and its predecessors have been in existence since 1976.

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

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

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

                                       6

<PAGE>

<TABLE>
<CAPTION>

                                                     RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1997
                                        -----------------------------------------------------------------------------------
                                           SEC                                                                   SINCE
PORTFOLIO                                YIELDS   1 YEAR   3 YEARS   5 YEARS   10 YEARS  15 YEARS  20 YEARS  INCEPTION(+)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>      <C>       <C>        <C>       <C>       <C>        <C>  
Alliance Money Market..................  5.10%      5.16%    5.24%     4.44%      5.52%     6.34%      --         6.92%
Alliance High Yield.................... 10.07      18.19    20.15     15.63      12.54       --        --        11.78
Alliance Common Stock..................            29.07    28.39     20.81      17.74     17.00     17.30%      15.58
Alliance Aggressive Stock..............            10.66    21.04     14.66      18.74       --        --        19.17
Alliance Small Cap Growth..............              --       --        --         --        --        --        26.57**
MFS Research...........................              --       --        --         --        --        --        16.07**
MFS Emerging Growth Companies..........              --       --        --         --        --        --        22.42**
Morgan Stanley Emerging Markets Equity.              --       --        --         --        --        --       (20.16)*
EQ/Putnam Growth & Income Value........              --       --        --         --        --        --        16.23**
EQ/Putnam Investors Growth.............              --       --        --         --        --        --        24.70**
EQ/Putnam International Equity.........              --       --        --         --        --        --         9.58**
</TABLE>

- ----------

*    This  performance is  unannualized  and represents less than five months of
     performance.
**   This   performance  is   unannualized   and  represents   eight  months  of
     performance.
+    The Alliance Small Cap Growth Portfolio received its initial funding on May
     1, 1997; the Alliance High Yield Portfolio on January 2, 1987; the Alliance
     Aggressive  Stock  Portfolio on January 27, 1986;  the  predecessor  of the
     Alliance Money Market  Portfolio on July 13, 1981;  and the  predecessor of
     the Alliance Common Stock Portfolio on January 13, 1976. The Morgan Stanley
     Emerging  Markets Equity  Portfolio  received its initial funding on August
     20, 1997;  EQ/Putnam  Growth & Income Value,  EQ/Putnam  Investors  Growth,
     EQ/Putnam  International  Equity,  MFS  Research  and MFS  Emerging  Growth
     Companies,    received   their   initial    funding   on   May   1,   1997.
- --------------------------------------------------------------------------------

Additional  investment  performance  information appears in the attached HRT and
EQAT prospectuses.

PRIOR  PERFORMANCE OF ADVISERS.  The EQAT  portfolios and the Alliance Small Cap
Growth  Portfolio  of the HRT  commenced  operations  in  1997.  For  investment
performance of public mutual funds (or combinations thereof) advised by the same
EQAT or HRT  Investment  Adviser  that  have  investment  objectives,  policies,
strategies and risks that their advisers believe to be substantially  similar to
those of corresponding portfolios of the EQAT or HRT, see the respective EQAT or
HRT prospectus, attached to this prospectus. Such results are intended to show a
potential investor the past results of a similar style of investment  management
and are not intended to be a  substitute  for actual  performance,  nor are such
results an  estimate  or  guarantee  of future  results for the EQAT or Alliance
Small Cap Growth  Portfolios.  Keep in mind that such results do not reflect the
deductions and charges under your policy,  which,  if applied,  would reduce the
returns shown.

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

The table  assumes that each policy was purchased on the first day of a calendar
year. For portfolios  whose  inception  dates fall before June 30, the policy is
assumed to have been  purchased at the beginning of and earned the actual return
over that entire  calendar year of inception.  For  portfolios  whose  inception
dates fall after  June 30, the policy is assumed to have been  purchased  at the
beginning of the first full calendar  year of that  portfolio's  operation.  The
table then  illustrates  what the Cash Surrender Value would have been after one
policy year,  after five policy years,  after 10 policy years and from inception
through December 31, 1997. No information has been included for portfolios whose
inception dates were after June 30, 1997.

                                       7
<PAGE>

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

<TABLE>
<CAPTION>

                                                                    MALE AGE 40
                                                          PREFERRED RISK NON-TOBACCO USER
- -------------------------------------------------------------------------------------------------------------
                                       ASSUMED
                                       POLICY
                                      PURCHASE           AT THE END OF                 AT THE END OF         
                                       DATE(2)       THE FIRST POLICY YEAR         THE FIFTH POLICY YEAR     
                                       -------       ---------------------         ---------------------     

                                      BEGINNING   TOTAL     POLICY     CASH      TOTAL     POLICY     CASH   
                                         OF      PREMIUM   ACCOUNT   SURRENDER  PREMIUM   ACCOUNT   SURRENDER
                PORTFOLIO:              YEAR:     PAID      VALUE      VALUE     PAID      VALUE      VALUE  
                ----------              -----     ----      -----      -----     ----      -----      -----  
HRT:
- --------------------------------------
<S>                                       <C>    <C>        <C>         <C>     <C>        <C>        <C>    
Alliance Money Market.................    1982   $4,000     $2,778      $ 876   $20,000    $17,728    $15,386
Alliance High Yield...................    1987    4,000      2,517        615    20,000     18,291     15,949
Alliance Common Stock.................    1976    4,000      2,662        760    20,000     26,540     24,198
Alliance Aggressive Stock.............    1986    4,000      3,462      1,560    20,000     22,614     20,272
Alliance Small Cap Growth.............    1997    4,000      3,206      1,304        --         --         --

EQAT:
- --------------------------------------
MFS Research..........................    1997    4,000      2,886        984        --         --         --
MFS Emerging Growth Companies.........    1997    4,000      3,081      1,179        --         --         --
EQ/Putnam Growth & Income Value.......    1997    4,000      2,891        989        --         --         --
EQ/Putnam Investors Growth............    1997    4,000      3,151      1,249        --         --         --
EQ/Putnam International Equity........    1997    4,000      2,689        787        --         --         --

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

<CAPTION>

                                                                  MALE AGE 40
                                                        PREFERRED RISK NON-TOBACCO USER
- ----------------------------------------------------------------------------------------------------------
                                      
                                      
                                                AT THE END OF             FROM POLICY PURCHASE THROUGH
                                            THE TENTH POLICY YEAR              DECEMBER 31, 1997
                                            ---------------------              -----------------

                                       TOTAL      POLICY      CASH         TOTAL     POLICY       CASH
                                      PREMIUM     ACCOUNT   SURRENDER     PREMIUM    ACCOUNT    SURRENDER
                PORTFOLIO:             PAID        VALUE      VALUE        PAID       VALUE       VALUE
                ----------             ----        -----      -----        ----       -----       -----
HRT:
- --------------------------------------
<S>                                   <C>        <C>          <C>         <C>         <C>         <C>   
   
Alliance Money Market.................$40,000    $41,016      $39,141     $64,000     $69,117     $69,117
Alliance High Yield................... 40,000     56,079       54,254      44,000      69,278      67,818
Alliance Common Stock................. 40,000     68,440       66,615      88,000     534,552     534,552
Alliance Aggressive Stock............. 40,000     81,015       79,190      48,000     115,275     114,180
Alliance Small Cap Growth.............     --         --           --       4,000       3,206       1,304
    

EQAT:
- --------------------------------------
MFS Research..........................     --         --           --       4,000       2,886         984
MFS Emerging Growth Companies.........     --         --           --       4,000       3,081       1,179
EQ/Putnam Growth & Income Value.......     --         --           --       4,000       2,891         989
EQ/Putnam Investors Growth............     --         --           --       4,000       3,151       1,249
EQ/Putnam International Equity........     --         --           --       4,000       2,689         787

- ----------------------------------------------------------------------------------------------------------
</TABLE>

THE DEATH  BENEFIT  GUARANTEE / THREE-YEAR NO LAPSE  GUARANTEE  PREMIUM FOR THIS
POLICY WOULD BE $3,533.96.  SEE GUARANTEEING THE DEATH BENEFIT IN PART 2 OF THIS
PROSPECTUS. 

These values are not an estimate or guarantee of future performance.

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

(2)  Assumed  Policy  Purchase Date is based upon  inception  date of portfolio.
     Please refer to the explanation of this table on page 6.

                                       8
<PAGE>

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

THE COMPANY THAT ISSUES INCENTIVE LIFE PLUS

EQUITABLE.  Equitable,  a New York stock  life  insurance  company,  has been in
business since 1859. We are a wholly owned subsidiary of The Equitable Companies
Incorporated  (the  Holding  Company).  The largest  shareholder  of the Holding
Company is AXA-UAP (AXA), a French insurance holding company. As of December 31,
1997, AXA beneficially  owned 58.7% of the outstanding shares of common stock of
the Holding Company.  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 $274.1 billion of assets as
of December  31, 1997,  including  third party  assets of  approximately  $216.9
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, 1997, we had approximately  $125.7
billion face amount of variable life  insurance in force,  as compared to $114.6
billion at December  31,  1996.  Prior to January 1, 1997,  Incentive  Life Plus
policies were issued by Equitable's wholly owned subsidiary,  Equitable Variable
Life Insurance Company (Equitable Variable).  Equitable Variable was merged into
Equitable as of January 1, 1997.

THE SEPARATE ACCOUNT AND THE TRUSTS

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

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

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

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

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

THE TRUSTS. The following  portfolios of The Hudson River Trust (HRT) and the EQ
Advisors Trust (EQAT) are available under your policy. The Funds of the Separate
Account invest in these portfolios according to your instructions.

                              INVESTMENT PORTFOLIOS
<TABLE>
<CAPTION>

        HRT PORTFOLIOS                               EQAT PORTFOLIOS
- -----------------------------  --------------------------------------------------------------------
<S>                            <C>                               <C>
o Alliance Money Market        o BT Equity 500 Index             o MFS Research
o Alliance High Yield          o BT Small Company Index          o MFS Emerging Growth Companies
o Alliance Common Stock        o BT International Equity Index   o Morgan Stanley Emerging Markets
o Alliance Aggressive Stock    o JPM Core Bond                     Equity
o Alliance Small Cap Growth    o Lazard Large Cap Value          o EQ/Putnam Growth & Income Value
                               o Lazard Small Cap Value          o EQ/Putnam Investors Growth
                                                                 o EQ/Putnam International Equity
- -----------------------------  --------------------------------------------------------------------
</TABLE>

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 

                                       9
<PAGE>

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 Class IB shares of a corresponding portfolio.

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, the Board of Trustees of HRT intends
to monitor  events in order to identify  any material  irreconcilable  conflicts
that possibly may arise and to determine what action, if any, should be taken in
response.  If we  believe  that the  Board's  response  to any of  those  events
insufficiently  protects our  policyowners,  we will see to it that  appropriate
action  is taken to do so.  Also,  if we ever  believe  that any of the  Trusts'
portfolios is so large as to materially impair the investment performance of the
portfolio or the Trust involved, we will examine other investment options.

All of the  portfolios,  except for the Morgan Stanley  Emerging  Markets Equity
portfolio and Lazard Small Cap Value portfolio,  are  "diversified" for 1940 Act
purposes.  The  Trustees  of the  HRT  or  the  EQAT  may  establish  additional
portfolios  or  eliminate  existing   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 and all other aspects of their  operations,  appears in
the HRT  prospectus  (beginning  after  this  prospectus),  the EQAT  prospectus
(beginning  after the HRT  prospectus),  or in their  respective  Statements  of
Additional Information, which are available upon request.

HRT'S MANAGER AND  INVESTMENT  ADVISER.  HRT is managed and its  portfolios  are
advised by Alliance Capital  Management L.P.  ("Alliance"),  which is registered
with the SEC as an investment adviser under the 1940 Act.

In its role as manager of the HRT, Alliance has overall  responsibility  for the
general  management  and  administration  of the HRT,  including  selecting  the
portfolio  managers for HRT's portfolios,  monitoring their investment  programs
and results, reviewing brokerage matters, performing fund accounting, overseeing
compliance by HRT with various Federal and state statutes,  and carrying out the
directives  of its Board of Trustees.  With the approval of the HRT's  Trustees,
Alliance  may enter into  agreements  with other  companies  to assist  with its
administrative and management responsibilities to the HRT.

ALLIANCE CAPITAL MANAGEMENT L.P. Alliance,  a leading  international  investment
adviser,  subject to the supervision of the Trustees of HRT, provides investment
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.

Alliance is a publicly traded limited partnership  incorporated in Delaware.  At
December 31, 1997, Alliance was managing approximately $218.7 billion in assets.
Alliance employs 223 investment  professionals,  including 83 research analysts.
Portfolio managers have average investment experience of more than 14 years.

All of the HRT  portfolios  are advised by  Alliance.  As  adviser,  Alliance is
responsible  for  developing  the  portfolios'   investment   programs,   making
investment decisions for the portfolios, placing all orders for the purchase and
sale of those investments and performing certain limited related  administrative
functions.

Alliance is an indirect,  majority-owned  subsidiary of Equitable,  and its main
office is located at 1345  Avenue of the  Americas,  New York,  New York  10105.
Additional  information  regarding  Alliance  is located in the HRT  prospectus,
which directly follows this prospectus.

EQAT'S  MANAGER.  EQ  Financial  Consultants,   Inc.  ("EQF"),  subject  to  the
supervision  and direction of the Trustees of EQAT,  has overall  responsibility
for the general  management and administration of the EQAT. EQF is an investment
adviser  registered  under  the  1940  Act,  as  amended,  and  a  broker-dealer
registered  under the Securities  Exchange Act of 1934, as amended ("1934 Act").
EQF  currently  furnishes  specialized   investment  advice  to  other  clients,
including  individuals,  pension and profit-sharing  plans,  trusts,  charitable
organizations,  corporations,  and other  business  entities.  EQF is a Delaware
corporation and an indirect, wholly owned subsidiary of Equitable.

EQF is responsible for providing management and administrative  services to EQAT
and selects the  investment  advisers for EQAT's  portfolios,  monitors the EQAT
Advisers' investment programs and results,  reviews brokerage matters,  oversees
compliance by EQAT with various Federal and state statutes,  and carries out the
directives of its Board of Trustees.

Pursuant to a service agreement, Chase Global Funds Services Company assists EQF
in the performance of its administrative responsibilities to the EQAT with other
necessary administrative,  fund accounting and compliance services. EQ Financial
Consultants,  Inc.'s main office is located at 1290 Avenue of the Americas,  New
York, New York 10104.

EQAT'S INVESTMENT ADVISERS.  Putnam Investment Management,  Inc.;  Massachusetts
Financial Services Company; Morgan Stanley Asset Management, Inc.; Bankers Trust
Company;  J.P. Morgan  Investment  Management  Inc.; and Lazard Asset Management
serve as EQAT Advisers only for their respective EQAT portfolios.

                                       10
<PAGE>

Each EQAT Adviser  furnishes  EQAT's  manager,  EQF, with an investment  program
(updated periodically) for each of its portfolios, makes investment decisions on
behalf of its EQAT  portfolios,  places all orders for the  purchase and sale of
investments for the portfolio's account with brokers or dealers selected by such
Adviser and may perform certain limited related administrative functions.

If an EQAT  portfolio  shall at any time have more  than one EQAT  Adviser,  the
allocation of an EQAT  portfolio's  assets among EQAT Advisers may be changed at
any time by EQF.

BANKERS TRUST COMPANY. Bankers Trust Company ("Bankers Trust") is a wholly owned
subsidiary  of Bankers  Trust New York  Corporation  which was  founded in 1903.
Bankers Trust conducts a variety of general banking and trust  activities and is
a major  wholesale  supplier  of  financial  services to the  international  and
domestic  institutional  markets.  Bankers Trust advises BT Equity 500 Index,  a
domestic equity  portfolio,  BT  International  Equity Index,  an  international
equity portfolio, and BT Small Company Index, an aggressive equity portfolio. As
of December 31, 1997,  Bankers Trust had approximately  $317.8 billion in assets
under management worldwide. The executive offices of Banker Trust are located at
130 Liberty Street (One Bankers Trust Plaza), New York, NY 10006.

LAZARD ASSET MANAGEMENT. Lazard Asset Management ("LAM") is a division of Lazard
Freres & Co. LLC,  which was  founded in 1848.  LAM and its  affiliates  provide
investment  management  services to client  discretionary  accounts  with assets
totaling  approximately  $53 billion as of December 31, 1997. LAM advises Lazard
Large Cap Value, a domestic  equity  portfolio,  and Lazard Small Cap Value,  an
aggressive  equity  portfolio.  LAM's  global  headquarters  are  located  at 30
Rockefeller Plaza, New York, NY 10112.

J.P. MORGAN INVESTMENT  MANAGEMENT INC. J.P. Morgan Investment  Management Inc.
("J.P.  Morgan")  advises JPM Core Bond, a high quality bond portfolio.  It is a
wholly owned  subsidiary of J.P.  Morgan & Co.  Incorporated  (JPM & Co.). JPM &
Co., through J.P. Morgan and other subsidiaries, offers a wide range of services
to governmental,  institutional,  corporate and individual customers and acts as
investment adviser to individual and institutional  clients. Its combined assets
under management  totaled over $255 billion as of December 31, 1997. J.P. Morgan
is located at 522 Fifth Avenue, New York, NY 10036.

MASSACHUSETTS  FINANCIAL  SERVICES  COMPANY.  Massachusetts  Financial  Services
Company ("MFS") is America's oldest mutual fund organization, whose assets under
management as of December 31, 1997 were approximately $70.2 billion on behalf of
more than 2.7 million  investors.  MFS advises MFS Research,  a domestic  equity
portfolio,  and MFS Emerging Growth  Companies,  an aggressive equity portfolio.
MFS is an indirect  subsidiary  of Sun Life  Assurance  Company of Canada and is
located at 500 Boylston Street, Boston, MA 02116.

MORGAN STANLEY ASSET  MANAGEMENT INC. Morgan Stanley Asset  Management  ("MSAM")
provides a broad range of  portfolio  management  services to  customers  in the
United  States  and  abroad and  serves as an  investment  adviser  to  numerous
open-end and closed-end investment companies. MSAM, together with its affiliated
institutional investment management companies, had approximately $146 billion in
assets under management and fiduciary care as of December 31, 1997. MSAM advises
Morgan Stanley Emerging Markets Equity, an international equity portfolio.  MSAM
is a  subsidiary  of Morgan  Stanley,  Dean  Witter & Co. and is located at 1221
Avenue of the Americas, New York, New York 10020.

PUTNAM INVESTMENT MANAGEMENT, INC. Putnam Investment Management, Inc. ("Putnam")
has been managing  mutual funds since 1937. As of December 31, 1997,  Putnam and
its  affiliates  managed  more than  $235  billion  in  assets.  Putnam  advises
EQ/Putnam  Growth  &  Income  Value,  a  domestic  equity  portfolio,  EQ/Putnam
Investors  Growth,  a domestic  equity  portfolio  and  EQ/Putnam  International
Equity, an international  equity portolio.  Putnam is an indirect  subsidiary of
Marsh & McLennan  Companies,  Inc.  and is located  at One Post  Office  Square,
Boston, MA 02109.

Additional  information  regarding each of the companies  which serve as an EQAT
Adviser appears in the EQAT prospectus, attached at the end of this prospectus.

INVESTMENT POLICIES AND OBJECTIVES 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 expected return and its risks.  There is no guarantee that these  objectives
will be achieved.

The value of your money invested in these portfolios will fluctuate,  and may be
worth more or less than its original value when you or your beneficiaries redeem
your policy or make  withdrawals.  The policies and objectives of the portfolios
are as follows:

                                       11
<PAGE>

<TABLE>
<CAPTION>

       PORTFOLIO                             INVESTMENT POLICY                                        OBJECTIVE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                           <C>
HRT PORTFOLIO:
- -------------
Alliance Money Market         Primarily high-quality short-term money market                High level of current income while
                              instruments.                                                  preserving assets and maintaining
                                                                                            liquidity.

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

Alliance Common Stock         Primarily common stock and other equity-type instruments.     Long-term growth of capital and
                                                                                            increasing income.

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

Alliance Small Cap Growth     Primarily U.S. common stock and other equity-type             Long-term growth of capital.
                              securities issued by smaller companies with favorable
                              growth prospects.

EQAT PORTFOLIO:
- --------------
BT Equity 500 Index           Invest in a statistically selected sample                     Replicate as closely as possible
                              of the 500 stocks included in the Standard & Poor's 500       (before the deduction of Portfolio
                              Composite Stock Price Index ("S&P 500").                      expenses) the total return of the
                                                                                            S&P 500.

BT Small Company Index        Invest in a statistically selected sample of the 2,000        Replicate as closely as possible
                              stocks included in the Russell 2000 Small Stock Index         (before the deduction of Portfolio
                              ("Russell 2000").                                             expenses) the total return of the
                                                                                            Russell 2000.

BT International Equity Index Invest in a statistically  selected  sample  of  the          Replicate as closely as possible
                              securities of companies  included in the                      (before the deduction of Portfolio 
                              Morgan Stanley Capital International Europe,                  expenses) the total return of the EAFE.
                              Australia, Far East Index ("EAFE"), although  not 
                              all  companies within a country will be  represented in
                              the Portfolio at the same time.

JPM Core Bond                 Under  normal  circumstances, all of the Portfolio's          High total return consistent with
                              assets will, at the time of  purchase,   consist  of          moderate risk of capital and
                              investment grade fixed-income securities rated  BBB or        maintenance of liquidity.
                              better by Standard & Poor's Rating Service or Baa
                              or better by Moody's Investors  Service,
                              Inc. or unrated securities of comparable quality.

Lazard Large Cap Value        Primarily equity securities of companies with relatively      Capital appreciation.
                              large market capitalizations (i.e., companies having
                              market capitalizations of at least $1 billion at the time
                              of initial purchase) that the portfolio adviser considers
                              to be inexpensively priced relative to the return on
                              total capital or equity.

Lazard Small Cap Value        Primarily equity securities of United States companies        Capital appreciation.
                              with small market capitalizations (i.e., in the range of
                              companies represented in the Russell 2000) that the
                              portfolio adviser considers inexpensively priced relative
                              to the return on total capital or equity.

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>

            PORTFOLIO                             INVESTMENT POLICY                                        OBJECTIVE
- ------------------------------------------------------------------------------------------------------------------------------------
EQAT PORTFOLIO (CONTINUED):
- --------------------------
<S>                                 <C>                                                       <C>
MFS Research                        A substantial portion of assets invested in common        Long-term growth of capital and future
                                    stock or securities convertible into common stock         income.
                                    of companies believed by the portfolio adviser to
                                    possess better than average prospects
                                    for long-term growth.

MFS Emerging Growth                 Primarily in common stocks of emerging growth             Long-term  growth of capital.
  Companies                         companies that the portfolio adviser believes are
                                    early in their life cycle but which have
                                    the potential to become major enterprises.

Morgan Stanley Emerging Markets     Primarily equity securities of emerging market country    Long-term capital appreciation.
   Equity                           issuers with a focus on those in which the portfolio
                                    adviser   believes  the   economies  are
                                    developing  strongly  and in  which  the
                                    markets are becoming more sophisticated.

EQ/Putnam Growth                    Primarily common stocks that offer potential for          Capital growth and, secondarily,
   & Income  Value                  capital growth  and  may, consistent with the             current income.
                                    portfolio's investment  objective, invest in common
                                    stocks that offer potential for current
                                    income.

EQ/Putnam Investors Growth          Primarily common stocks that the Portfolio adviser        Long-term growth of capital and any
                                    believes afford the best opportunity for                  increased income that results
                                    long-term capital growth.                                 from this growth.

EQ/Putnam International             Primarily a diversified portfolio of equity               Capital appreciation.
   Equity                           securities of companies organized under laws of 
                                    countries other than the United States.

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

THE GUARANTEED INTEREST ACCOUNT

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

The amount you have in the Guaranteed Interest Account at any time is the sum of
the amounts  allocated or transferred  to it, plus the interest  credited to it,
minus amounts  deducted,  transferred  and withdrawn  from it. In addition,  any
policy  loan is  secured  by an  amount  in your  Policy  Account  equal  to the
outstanding loan. This amount remains part of the Policy Account but is assigned
to the Guaranteed Interest Account. We refer to this amount as the loaned amount
in the Guaranteed Interest Account. A Living Benefit payment will also result in
amounts being transferred to the Guaranteed Interest Account. See LIVING BENEFIT
OPTION in Part 2 of this prospectus.

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

                                       13
<PAGE>

unloaned and loaned amounts in the Guaranteed Interest Account.  See POLICY LOAN
INTEREST in Part 2 of this prospectus. Amounts securing a Living Benefit payment
are considered unloaned amounts for purposes of crediting interest.

TRANSFERS  OUT  OF  THE  GUARANTEED  INTEREST  ACCOUNT.  Transfers  out  of  the
Guaranteed  Interest  Account to the Separate Account are allowed once a year on
or within 30 days after your policy  anniversary.  If we receive  your  transfer
request up to 30 days before your policy anniversary,  the transfer will be made
on your  policy  anniversary.  If we receive  your  request on or within 30 days
after  your  policy  anniversary,  the  transfer  will be made as of the date we
receive your request.  You may transfer up to 25% of your unloaned  value in the
Guaranteed  Interest  Account as of the  transfer  date or the minimum  transfer
amount,  whichever is more.  The minimum  transfer  amount is $500 or your total
unloaned  value  in  the  Guaranteed  Interest  Account  on the  transfer  date,
whichever  is  less.  Amounts  securing  a  Living  Benefit  payment  may not be
transferred from the Guaranteed Interest Account.

PART 2:         DETAILED INFORMATION ABOUT INCENTIVE LIFE PLUS

FLEXIBLE PREMIUMS

You may choose the amount and frequency of premium payments, as long as they are
within the limits described  below. We determine the applicable  minimum initial
premium  based on the age,  sex,  rating  class and  tobacco-user  status of the
insured person,  the initial Face Amount of the policy (the initial minimum Face
Amount is $50,000) and any additional benefits selected.  In certain situations,
however, no distinction is made based on the sex of the insured person. See COST
OF INSURANCE CHARGE in Part 2 of this prospectus. You may choose to pay a higher
initial premium.

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

Premiums  must be by check or money order drawn on a U.S.  bank in U.S.  dollars
and made payable to Equitable.  The preferred  form of payment is a single check
on your  business  or  personal  account.  Payment  may also be in the form of a
single money order, bank draft or cashier's check payable directly to Equitable;
however,  please be aware that  Equitable  is  required to report the receipt of
these  "cash   equivalents"  to  the  Internal  Revenue  Service  under  certain
circumstances.  These  checks,  money orders and drafts are accepted  subject to
collection.  Cash and traveler's  checks are not acceptable.  Third party checks
payable to someone  other than  Equitable and endorsed over to Equitable are not
acceptable  unless the check is money directly from a qualified  retirement plan
or pursuant to a 1035 exchange (a tax-deferred exchange pursuant to Section 1035
of the Internal  Revenue Code) or it is a trustee check that involves no refund.
Equitable's  policy is to return  any  unacceptable  forms of  payment,  and the
policyowner bears the risk of lapse or other  consequences which may result from
the effective non-payment.

Premiums after the first must be sent directly to our Administrative Office. The
minimum  premium is $100  (policies  issued in some states or automatic  payment
plans may have different minimums). This minimum may be increased if we give you
written notice.

We may return premium payments if we determine based upon our  interpretation of
current  tax rules  that  such  premiums  would  cause  your  policy to become a
modified  endowment  contract  or to cease to  qualify as life  insurance  under
Federal  income tax law. We may also make such  changes to the policy as we deem
necessary to continue to qualify the policy as life  insurance.  See TAX EFFECTS
in Part 2 of this prospectus for an explanation of modified endowment contracts,
the special tax consequences of such contracts, and how your policy might become
a modified endowment contract.

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

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

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

Failure to pay premiums could cause the policy to go into default and ultimately
terminate. See YOUR POLICY CAN TERMINATE in Part 2 of this prospectus.

                                       14
<PAGE>

PREMIUM AND MONTHLY CHARGE ALLOCATIONS.  On your application you provide us with
initial instructions as to how to allocate your net premiums and monthly charges
among the Funds and the Guaranteed Interest Account.  Allocation percentages may
be any whole number from zero to 100, but the sum must equal 100. Allocations to
a Fund take effect on the first  business day that follows the 20th calendar day
after the Issue  Date of your  policy.  The  Issue  Date is shown on the  Policy
Information  Page, and is the date we actually issue your policy.  The date your
allocation  instructions take effect is called the Allocation Date. Our business
days  are  described  in HOW WE  DETERMINE  THE  UNIT  VALUE  in  Part 2 of this
prospectus.

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

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

DEATH BENEFITS

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

You may choose between two death benefit options:

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

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

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

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

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

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

      TABLE OF DEATH BENEFITS AS A PERCENTAGE MULTIPLE OF POLICY ACCOUNT VALUES

  INSURED       40 or     45    50    55    60   65     70   75 to  100
  PERSON'S AGE  under                                          95
                  250%   215%  185%  150%  130%  120%  115%   105%  100%

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

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

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

                                       15
<PAGE>

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

If your  policy  is issued  with a YRT rider  (see  ADDITIONAL  BENEFITS  MAY BE
AVAILABLE in Part 2 of this prospectus),  and your policy is issued in any state
other than New York, New Jersey,  and  Massachusetts the length of time that the
death benefit  guarantee  provision  will last (the "DBG Period") may be shorter
than the times set forth in the preceding paragraph.  The DBG Period will depend
on the proportion  that the face amount of the YRT rider bears to the total face
amount  (base  policy  plus YRT  rider) at the issue  date of the policy and the
death benefit option.

<TABLE>
<CAPTION>

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

* In no event will the DBG period extend beyond the Final Policy Date.

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

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

CHANGES IN INSURANCE PROTECTION

CHANGING THE FACE  AMOUNT.  You may request an increase in the Face Amount after
the first policy year and a decrease after the second policy year. You must send
your signed written  request to our  Administrative  Office.  See TAX EFFECTS in
Part 2 of this prospectus for the tax  consequences of changing the Face Amount.
If disability waiver goes into effect (see ADDITIONAL  BENEFITS MAY BE AVAILABLE
in Part 2 of this  prospectus),  we will not permit any Face Amount change.  Any
change will be subject to our approval and the following conditions:

Face  Amount  Increases.   To  increase  the  Face  Amount,   you  must  provide
satisfactory  evidence that the insured person is still  insurable.  The cost of
insurance rate for the amount of the increase will be based on the rating class,
attained age and  tobacco-user  status of the insured  person on the date of the
increase and on the insured person's sex. See COST OF INSURANCE CHARGE in Part 2
of this prospectus. We reserve the right to decline Face Amount increases if the
insured person has become a more expensive risk.

Any increase  must be at least  $10,000.  Specified  premiums as well as monthly
deductions  from your  Policy  Account for the cost of  insurance  and the death
benefit guarantee  provision will generally  increase  beginning on the date the
increase takes effect.  An  administrative  charge of $1.50 for each  additional
$1,000 of insurance (up to a maximum  charge of $240) will be deducted from your
Policy  Account.  See HOW POLICY ACCOUNT CHARGES ARE ALLOCATED in Part 2 of this
prospectus.

Surrender  Charges will  generally be applicable  to a Face Amount  increase for
fifteen years from the effective  date of the  increase.  The Premium  Surrender
Charge  percentage  may be  higher  than  the  percentage  applied  prior to the
increase.  Face  Amount  reductions  will be applied  against  prior Face Amount
increases,  if any, in the reverse order in which such increases  occurred,  and
then to the  original  Face  Amount.  See  SURRENDER  CHARGES  in Part 2 of this
prospectus.

Following the increase,  a portion of each premium  payment will be deemed to be
attributable  to the  Face  Amount  increase.  The  Premium  Sales  Charge  will
generally  be  deducted  from this  amount,  even if we had  previously  stopped
deducting the charge on the premiums paid

                                       16
<PAGE>

before the increase in accordance with our current  practice.  The Premium Sales
Charge  percentage  may be  lower  than  the  percentage  applied  prior  to the
increase. See DEDUCTIONS FROM PREMIUMS -- PREMIUM SALES CHARGE in Part 2 of this
prospectus.

You will have the right to cancel the Face Amount  increase within 10 days after
receipt of a new Policy Information Page showing the increase. If you cancel the
increase  we  will  reverse  any  charges   attributable  to  the  increase  and
recalculate the Policy Account value, Cash Surrender Value and Surrender Charges
to what they would have been had the  increase  not taken  place.  No Premium or
Administrative  Surrender Charge will be incurred upon cancellation.  We reserve
the right not to offer the  cancellation  right for Face Amount  increases if we
are not required to do so under applicable law.

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

Face Amount  decreases  that reduce the Face Amount  below  certain  levels will
result in higher monthly  administrative  charges. If you reduce the Face Amount
during the first fifteen  policy years or during the first fifteen years after a
Face Amount increase, we may deduct a pro rata share of the applicable Surrender
Charges from the Policy  Account.  Assuming you have not previously  changed the
Face Amount,  the pro rata  Surrender  Charges for a partial  surrender  will be
determined  by dividing  the amount of the Face  Amount  decrease by the initial
Face Amount and multiplying that fraction by the Surrender Charges.  Face Amount
reductions will be applied against prior Face Amount  increases,  if any, in the
reverse order in which such  increases  occurred,  and then to the original Face
Amount.  See DEDUCTIONS FROM YOUR POLICY ACCOUNT and SURRENDER CHARGES in Part 2
of this prospectus.

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

o    If you change from OPTION A TO OPTION B, the Face Amount will be  decreased
     by the amount in your Policy Account on the date of the change. This change
     may shorten the length of time the death  benefit  guarantee  provision  is
     available. See GUARANTEEING THE DEATH BENEFIT in Part 2 of this prospectus.
     We may not allow such a change if it would reduce the Face Amount below the
     minimum required to issue this policy at the time of the reduction.  We may
     require evidence of insurability to make the change.

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

These  increases and decreases in Face Amount are made so that the amount of the
death benefit remains the same on the date of the change. When the death benefit
remains  the same,  there is no change in the net  amount at risk,  which is the
amount on which  cost of  insurance  charges  are based  (see COST OF  INSURANCE
CHARGE in Part 2 of this  prospectus).  If your death benefit is determined by a
percentage multiple of the Policy Account,  however, the new Face Amount will be
determined  differently.  A Face Amount change that results from a death benefit
option  change  will not  affect  any  expense or sales  charge  (including  any
Surrender Charge) which varies by Face Amount,  and no Surrender Charges will be
deducted or established at the time of the change.

SUBSTITUTION OF INSURED PERSON.  If you provide  satisfactory  evidence that the
person  proposed  to  be  insured  is  insurable,   then,   subject  to  certain
restrictions,  you may,  after the second  policy year,  substitute  the insured
person under your policy.  The cost of insurance charges may change, but we will
not change the Surrender  Charges.  Substituting the insured person is a taxable
event and may, depending upon individual  circumstances,  have other adverse tax
consequences  as well,  including  classification  of the  policy as a  modified
endowment  contract  or  disqualification  of the policy as life  insurance  for
Federal income tax purposes unless funds are distributed out of the policy.  See
TAX EFFECTS in Part 2 of this  prospectus.  You should  consult your tax adviser
prior to  substituting  the insured person.  As a condition to substituting  the
insured person we may require you to sign a form acknowledging the potential tax
consequences  of making this  change.  A $100  charge will be deducted  from the
Policy Account for each substitution of insured person.

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

MATURITY BENEFIT

If the insured person is still living on the policy  anniversary  nearest his or
her 100th birthday (Final Policy Date), we will pay you the amount in the Policy
Account net of any policy loan, any lien securing a Living  Benefit  payment and
accrued  interest.  The policy will then terminate.  You may choose to have this
benefit paid in  installments.  See TAX EFFECTS in Part 2 of this prospectus and
YOUR PAYMENT OPTIONS in Part 3 of this prospectus.

                                       17
<PAGE>

LIVING BENEFIT OPTION

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

When a Living Benefit claim is paid, we establish a lien against the policy. The
amount of the lien is the sum of the  Living  Benefit  payment  and any  accrued
interest  on that  payment.  Interest  will be  charged  at a rate  equal to the
greater  of:  (i) the  yield on a  90-day  Treasury  bill  and (ii) the  maximum
adjustable  policy  loan  interest  rate  permitted  in the state your policy is
delivered.  See  BORROWING  FROM YOUR POLICY  ACCOUNT -- POLICY LOAN INTEREST in
Part 2 of this prospectus.

Until a death  benefit is paid, or the policy is  surrendered,  a portion of the
lien is allocated to the policy's Cash Surrender Value.  This liened amount will
be transferred to the Guaranteed Interest Account where it will earn interest at
the same rate as unloaned amounts. See THE GUARANTEED INTEREST ACCOUNT in Part 2
of this  prospectus.  This  liened  amount  will  not be  available  for  loans,
transfers or partial  withdrawals.  Any death benefit,  maturity  benefit or Net
Cash Surrender Value payable upon policy surrender will be reduced by the amount
of the lien.

The receipt of a Living  Benefit  payment  may be able to qualify for  exclusion
from income tax. See TAX EFFECTS in Part 2 of this prospectus.  Consult your tax
adviser.  Receipt of a Living  Benefit  payment may also affect a  policyowner's
eligibility for certain government benefits or entitlements.  You should contact
your Equitable agent if you wish to make a claim under the rider.

ADDITIONAL BENEFITS MAY BE AVAILABLE

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

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

The  term  insurance  riders  for  the  insured  person  allow  you to  purchase
additional  death benefit  coverage.  Choosing  coverage  under a term insurance
rider for the  insured  person in lieu of  coverage  under the base  policy will
reduce total  charges and increase  Policy  Account  values on a current  charge
basis.  The more term  insurance  coverage  you elect,  the greater  will be the
amount of  reduction  in charges  and  increase  in Policy  Account  values on a
current charge basis.  Also, term coverage is not subject to a surrender charge.
However,  if the higher death benefit becomes  applicable (see DEATH BENEFITS in
Part 2 of this  prospectus)  or if term  rider  insurance  charges  increase  in
relation  to cost of  insurance  charges  on the base  policy,  the  combination
coverage may ultimately  become more costly and have lower Policy Account values
than coverage under the base policy alone. Generally, the greater the proportion
of term insurance coverage you elect, the greater the likelihood that the higher
death benefit will apply.  Also, the Living Benefit option  discussed above does
not apply to any term insurance coverage.  Moreover,  in New York, there are age
restrictions on the final renewal period for term riders. If you later terminate
your term  rider  coverage  and also  increase  the Face  Amount  under the base
policy, a new Surrender Charge period will commence.

The  amount  of the  specified  or  3-Year no lapse  guarantee  premium  will be
affected by the term rider coverage.  In addition, if your policy is issued with
a YRT rider,  the duration of the death benefit  guarantee  may be shorter.  See
GUARANTEEING  THE DEATH  BENEFIT  in Part 2 of this  prospectus.  Your agent can
provide further information and policy illustrations showing how the term riders
can affect your policy values under different assumptions.

YOUR POLICY ACCOUNT VALUE

The  amount in your  Policy  Account is the sum of the  amounts  you have in the
Guaranteed  Interest Account and in the Funds. Your Policy Account also reflects
various charges. See DEDUCTIONS AND CHARGES in Part 2 of this prospectus.

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


                                       18
<PAGE>

after the close of business  that day. On any given day, the value you have in a
Fund is the unit value for that Fund times the number of units  credited  to you
in that Fund.

HOW WE DETERMINE THE UNIT VALUE.  We determine  unit values for the Funds at the
end of each business day. 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 when we are closed,  or
after 4:00 p.m.  Eastern Time, the transaction  date will be the next day we are
open.  The  transaction  date for  automatic  transactions  is the date they are
scheduled to be performed.

The unit value that applies to a transaction  will be the unit value  calculated
at the  close  of  business  on the  transaction  date.  When a  transaction  is
scheduled on a  non-business  day, the unit value applied will be the unit value
calculated  for the next  business  day.  The unit value for any business day is
equal to the unit value for the  preceding  business day  multiplied  by the net
investment factor for that Fund on that business day.

   
A net  investment  factor is  determined  for each Fund of the Separate  Account
every business day as follows:  first, we take the net asset value of a share in
the corresponding Trust portfolio at the close of business that day, as reported
by the Trust,  and we add the per share amount of any dividends or capital gains
distributions  paid by the Trust on that day.  We divide  this amount by the per
share net asset value on the preceding  business day.  Then, we subtract a daily
mortality  and expense risk charge for each  calendar day between  business days
(for example, a Monday calculation may include charges for Saturday,  Sunday and
Monday).  The daily  mortality and expense risk charge is currently at an annual
rate of .60% and is guaranteed  not to exceed an annual rate of .90%. See CHARGE
AGAINST THE SEPARATE ACCOUNT in Part 2 of this prospectus.  Finally,  we reserve
the right to  subtract  any daily  charge  for taxes or  amounts  set aside as a
reserve  for taxes.  For current  Incentive  Life Plus unit  values,  call (888)
228-6690.
    

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

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

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

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

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

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

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

   
TELEPHONE  TRANSFERS.  You may  make  transfers  by  telephone  by  calling  our
Administrative Office toll free at (888) 228-6690. In order to make transfers by
telephone,   you  must  first  complete  and  return  an   authorization   form.
Authorization   forms  can  be  obtained  from  your  
    

                                       19
<PAGE>

   
Equitable agent or our Administrative  Office. The completed signed form MUST be
returned to our Administrative Office before requesting a telephone transfer.
    

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

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

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

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

BORROWING FROM YOUR POLICY ACCOUNT

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

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

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

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

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

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

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

                                       20
<PAGE>

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

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

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

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

THE EFFECTS OF A POLICY LOAN.  A loan will have a permanent  effect on the value
of your Policy Account and,  therefore,  on the benefits under your policy, even
if the loan is repaid.  The loaned amount set aside in the  Guaranteed  Interest
Account will not be  available  for  investment  in the Funds or in the unloaned
portion of the Guaranteed  Interest Account.  Whether you earn more or less with
the loaned  amount set aside depends on the  investment  experience of the Funds
and the rates  declared  for the  unloaned  portion of the  Guaranteed  Interest
Account. The amount of any policy loan and accrued loan interest will reduce the
proceeds  paid from your  policy upon the death of the  insured  person,  policy
maturity  or policy  surrender.  In  addition,  a loan will  reduce  the  amount
available  for you to withdraw  from your  policy.  See TAX EFFECTS in Part 2 of
this  prospectus  for the tax  consequences  of a policy  loan.  A loan may also
affect  the length of time that your  insurance  remains  in force  because  the
amount set aside to secure your loan cannot be used to cover monthly  deductions
or a loan may prevent the death  benefit  guarantee  provision  from keeping the
policy  out of  default.  See  YOUR  POLICY  CAN  TERMINATE  in  Part 2 of  this
prospectus.

PARTIAL WITHDRAWALS AND SURRENDER

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

o    be at least $500,

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

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

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

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

SURRENDER FOR NET CASH SURRENDER  VALUE.  The Cash Surrender Value is the amount
in your Policy Account minus the Surrender  Charges  described  under  SURRENDER
CHARGES in Part 2 of this  prospectus.  The Net Cash Surrender  Value equals the
Cash Surrender Value minus any loan and accrued loan interest.


                                       21
<PAGE>

You may surrender your policy for its Net Cash Surrender Value at any time while
the insured person is living.  See TAX EFFECTS in Part 2 of this  prospectus for
the tax consequences of a surrender.  We will deduct from the Net Cash Surrender
Value any amount securing a Living Benefit payment. We will compute the Net Cash
Surrender Value as of the date we receive your written surrender request and the
policy at our  Administrative  Office.  All insurance coverage under your policy
will end on that date.

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

Charge For Taxes. We deduct a charge  designed to approximate  certain taxes and
additional  charges  imposed  upon us by states  and other  jurisdictions.  Such
charges currently range from .70% to 5% (Virgin Islands).

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

Premium  Sales  Charge.  A  percentage  of  each  premium  will be  deducted  to
compensate  us in part for sales and  promotional  expenses in  connection  with
selling  Incentive Life Plus, such as  commissions,  the cost of preparing sales
literature, other promotional activities and other direct and indirect expenses.
See  SURRENDER  CHARGES in Part 2 of this  prospectus.  The Premium Sales Charge
percentage depends upon the Face Amount of the Policy as follows:

 FACE AMOUNT RANGE:  $50,000 TO $99,999  $100,000 TO $499,999  $500,000 AND OVER
 -------------------------------------------------------------------------------
 PERCENTAGE:                 6%                   4%                   3%

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

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

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

Monthly   Administrative  Charge.  The  administrative  charge  is  designed  to
compensate  us for  administrative  activities  in  connection  with issuing and
maintaining your policy,  such as billing,  policy  transactions and policyowner
communications. The amount of the monthly administrative charge depends upon the
initial Face Amount,  the policy year and the issue age of the insured person as
follows:

<TABLE>
<CAPTION>

  -------------------------------------------------------------------------------------------------------------------------
                    FACE AMOUNT RANGE $50,000 TO       FACE AMOUNT RANGE $100,000 TO      FACE AMOUNT RANGE $500,000 AND
     ISSUE AGE      $99,999                            $499,999                           OVER
  -------------------------------------------------------------------------------------------------------------------------
       <S>          <C>                                <C>                                <C>         
       0-29         $20 in years 1 & 2                 $40 in year 1                      $25 in year 1
                    $8 in years 3 and later*           $6 in years 2 and later*           $6 in years 2 and later*
        30+         $30 in years 1 & 2                 $55 in year 1                      $25 in year 1
                    $8 in years 3 and later*           $6 in years 2 and later*           $6 in years 2 and later*
</TABLE>

  --------------
  *We may increase  this charge,  but we guarantee  that it will never exceed 
   $10 per month.

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

Cost Of  Insurance  Charge.  The  cost of  insurance  charge  is  calculated  by
multiplying  the net amount at risk at the  beginning of the policy month by the
monthly cost of insurance  rate  applicable to the insured  person at that time.
The net amount at risk is the difference  between the current death benefit (not
including any term coverage on the insured person) and the amount in your Policy
Account.  See ADDITIONAL  BENEFITS MAY BE AVAILABLE in Part 2 of this prospectus
for a  description  of term  insurance  riders.  We may earn a profit  from this
charge.

                                       22
<PAGE>

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

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

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

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

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

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

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

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

Transaction  Charges.  In addition to the  monthly  deductions  from your Policy
Account  described  above, we charge fees for certain policy  transactions:  see
PARTIAL WITHDRAWALS,  CHANGING THE FACE AMOUNT,  SUBSTITUTION OF INSURED PERSON,
LIVING  BENEFIT  OPTION and TRANSFERS OF POLICY  ACCOUNT VALUE in Part 2 of this
prospectus.  Also,  if,  after your policy is issued,  you request more than one
illustration in a policy year, we may charge a fee. See  ILLUSTRATIONS OF POLICY
BENEFITS in Part 4 of this prospectus.

Mortality And Expense Risk Charge For New York Policies.  For New York policies,
this  charge  will be  deducted  monthly  from the  Policy  Account at an annual
current  rate of .60% of the  unloaned  Policy  Account  value on the date  this
charge is assessed.  The maximum rate is .90%.  See CHARGE  AGAINST THE SEPARATE
ACCOUNT below for more information about this charge.

How Policy Account Charges Are Allocated. Generally, deductions from your Policy
Account for monthly charges are made from the Funds and the unloaned  portion of
our  Guaranteed  Interest  Account in accordance  with the deduction  allocation
percentages  specified in your application  unless you instruct us in writing to
do  otherwise.  See  PREMIUM AND MONTHLY  CHARGE  ALLOCATIONS  in Part 2 of this
prospectus.  If a deduction cannot be made in accordance with these percentages,
it will be made  based on the  proportions  that your  unloaned  amounts  in the
Guaranteed  Interest  Account  and your  amounts  in the Funds bear to the total
unloaned value of your Policy Account.

                                       23
<PAGE>

Changes.  Any changes in the cost of  insurance  rates,  charges for  additional
benefits,   Premium  Sales   Charge,   mortality  and  expense  risk  charge  or
administrative  charges will be by class of insured  person and will be based on
changes in future  expectations  about  such  factors  as  investment  earnings,
mortality,  the length of time  policies  will  remain in effect,  expenses  and
taxes. We reserve the right to make a charge in the future for taxes or reserves
set aside for taxes, which would reduce the investment  experience of the Funds.
See TAX EFFECTS in Part 2 of this prospectus.

CHARGE AGAINST THE SEPARATE ACCOUNT. This charge is reflected in the unit values
for the Funds of the Separate  Account.  See HOW WE DETERMINE  THE UNIT VALUE in
Part 2 of this prospectus.

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

CHARGES OF THE TRUSTS.  The Funds purchase Class IB shares of the HRT or EQAT at
net asset  value.  That price  reflects  investment  management  fees,  indirect
expenses,  such as brokerage  commissions,  12b-1  distribution  fee charges and
certain other operating  expenses.  The Trusts do not impose a sales charge. See
DEDUCTIONS  AND  CHARGES  in  Part 2 of this  prospectus  and  HRT'S  INVESTMENT
ADVISER,  EQAT'S  MANAGER  and  EQAT'S  INVESTMENT  ADVISERS  in  Part 1 of this
prospectus.

SURRENDER CHARGES.  There will be a difference between the amount in your Policy
Account  and the Cash  Surrender  Value of your  policy  for at least  the first
fifteen  policy years.  This  difference is the result of the Premium  Surrender
Charge  (which  is a  contingent  deferred  sales  load)  and an  Administrative
Surrender  Charge.  See also PREMIUM SALES CHARGE in Part 2 of this  prospectus.
These charges are  contingent  because you pay them only if you  surrender  your
policy, reduce its Face Amount or it terminates. They are deferred because we do
not  deduct  them  from your  premiums.  Because  these  Surrender  Charges  are
contingent  and  deferred,  the amount we might  collect in a policy year is not
related to the actual sales expenses for that year. A table of maximum Surrender
Charges  (maximum  Premium  Surrender  Charge  plus the  maximum  Administrative
Surrender Charge) appears on the Policy Information Page.

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

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

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

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

 -------------------------------------------------------------------------------
 POLICY YEAR OF      FACE AMOUNT RANGE    FACE AMOUNT RANGE    FACE AMOUNT RANGE
 PREMIUM PAYMENT     $50,000 TO $99,999  $100,000 TO $499,999  $500,000 AND OVER
 -------------------------------------------------------------------------------
 YEAR 1 (UP TO ONE
 SEC GUIDELINE               24%                  26%                 27%
 ANNUAL PREMIUM)
 -------------------------------------------------------------------------------
 YEAR 1 (OVER ONE
 SEC GUIDELINE                3%                   5%                  6%
 ANNUAL PREMIUM)
 -------------------------------------------------------------------------------
 YEAR 2
 THROUGH 15                   3%                   5%                  6%
 (ALL PREMIUMS)
 -------------------------------------------------------------------------------

                                       24
<PAGE>

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

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

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

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

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

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

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

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

PURPOSE OF POLICY CHARGES. The charges under the policies are designed to cover,
in the aggregate,  our direct and indirect costs of selling,  administering  and
providing benefits under the policies. They are also designed, in the aggregate,
to compensate us for the risks of loss we assume pursuant to the policies.

If, as expected,  the charges that we collect from the policies exceed our total
costs in connection with the policies, we will earn a profit. Otherwise, we will
incur a loss.  The current and maximum rates of certain of our charges have been
set with  reference to estimates of the amount of specific  types of expenses or
risks  that we will  incur.  In most  cases,  this  prospectus  identifies  such
expenses or risks in the name of the charge;  e.g.,  the monthly  administrative
charge,  cost of  insurance  charge,  and  mortality  and expense  risk  charge.
However, the fact that any charge bears the name of a particular expense or risk
does not mean that the amount we  collect  from that  charge  will never be more
than the amount of such expense or risk, or that we may not also be  compensated
for such expense or risk out of any other  charges we are permitted to deduct by
the terms of the policies.

ADDITIONAL INFORMATION ABOUT INCENTIVE LIFE PLUS

YOUR POLICY CAN  TERMINATE.  Your insurance  coverage under  Incentive Life Plus
continues as long as the Net Cash Surrender Value of the policy is enough to pay
the monthly  deductions.  The Net Cash Surrender Value equals the Cash Surrender
Value minus any loan and accrued loan interest.  If the Net Cash Surrender Value
at the beginning of any policy month is less than the deductions for that month,
your  policy  will go into  default  unless  the  operation  of either the death
benefit  guarantee  provision or the 3-Year no lapse  guarantee  provision is in
effect. See GUARANTEEING THE DEATH BENEFIT in Part 2 of this prospectus.

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

                                       25
<PAGE>

If we do not receive  payment  within the 61 days,  your  policy will  terminate
without value. We will withdraw any amount left in your Policy Account and apply
this amount to the overdue deductions,  any applicable Surrender Charges and any
unpaid loan and accrued loan interest.  We will inform you, and any assignee, at
last known  addresses that your policy has ended without value.  See TAX EFFECTS
in  Part  2 of  this  prospectus  for  the  potential  tax  consequences  of the
termination of a policy.

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

From the required payment we will deduct the charge for applicable taxes and the
Premium Sales Charge.  On the effective date of restoration,  the Policy Account
will be equal to the balance of the  required  payment  plus a Surrender  Charge
credit. This credit will be equal to the Surrender Charges that were deducted on
the date of default, but not greater than the applicable Surrender Charges as of
the effective date of restoration.  We will start to make monthly  deductions as
of the effective date of restoration.  On that date, the monthly  administrative
charges  from  the  beginning  of the  grace  period  to the  effective  date of
restoration will be deducted from the Policy Account.  See TAX EFFECTS in Part 2
of this prospectus for the potential tax  consequences of restoring a terminated
policy.  Some  states  may  vary the  time  period  and  conditions  for  policy
restoration.

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

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

The Register Date, also shown on the Policy Information Page, is used to measure
policy years and policy months.  Charges and deductions are first made as of the
Register  Date,  even when we have permitted an early Register Date as set forth
below. For information on such charges and deductions,  see DEDUCTIONS FROM YOUR
POLICY  ACCOUNT  in Part 2 of this  prospectus.  As to when  coverage  under the
policy begins, see FLEXIBLE PREMIUMS in Part 2 of this prospectus.

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

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

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

An early Register Date may be permitted for employer-sponsored cases in order to
accommodate a common Register Date for all employees. An early Register Date may
also be  permitted  to  provide  a  younger  age at  issue.  We may also  permit
policyowners to delay a Register Date (up to three months) in employer-sponsored
cases.  Additionally,  policies that would otherwise  receive a Register Date of
the 29th,  30th or 31st of any month will receive a Register Date of the 28th of
that month.

The  investment  start date is the date that your initial net premium  begins to
vary with the  investment  performance  of the Funds or accrue  interest  in the
Guaranteed  Interest Account.  Generally,  the investment start date will be the
same as the Register Date if the full minimum initial premium is received at our
Administrative Office before the Register Date. Otherwise,  the investment start
date  will be the date the full  minimum  initial  premium  is  received  at our
Administrative  Office.  Thus, to the extent that your first premium is received
before the  Register  Date,  there  will be a period  during  which the  initial
premium will not be experiencing  investment  performance.  The investment start
date for policies  with early  Register  Dates will be the date the full minimum
initial premium is received at our Administrative Office. Any subsequent premium
payment  received  after the  investment  start  date will  begin to  experience
investment  performance  as  of  the  date  such  payment  is  received  at  our
Administrative  Office.  Remember,  the  amount  of  your  initial  net  premium
allocated to the Funds may be temporarily allocated to the Alliance Money Market
Fund prior to  allocation  in accordance  with your  instructions.  See FLEXIBLE
PREMIUMS in Part 2 of this prospectus.

                                       26
<PAGE>

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

TAX EFFECTS

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

POLICY  PROCEEDS.  An  Incentive  Life  Plus  policy  will be  treated  as "life
insurance"  for  Federal  income  tax  purposes  if it  meets  the  definitional
requirement  of the Internal  Revenue Code of 1986, as amended (the Code) and as
long as the  portfolios of the Trusts satisfy the  diversification  requirements
under  the  Code.  We  believe  that   Incentive   Life  Plus  will  meet  these
requirements, and that:

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

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

SPECIAL TAX RULES MAY APPLY,  HOWEVER,  IF YOU  TRANSFER  YOUR  OWNERSHIP OF THE
POLICY. CERTAIN TRANSFERS FOR VALUE MAY SUBJECT THE TRANSFEROR TO INCOME TAX AND
RESULT IN THE TRANSFEREE BECOMING SUBJECT TO INCOME TAX ON DEATH PROCEEDS TO THE
EXTENT SUCH PROCEEDS EXCEED THE TRANSFEREE'S INVESTMENT IN THE POLICY. A GIFT OR
BEQUEST OF A POLICY  SUBJECT  TO A LOAN MAY BE VIEWED AS A PART SALE,  PART GIFT
TRANSACTION  AND CAN ALSO  TRIGGER  INCOME TAX  CONSEQUENCES.  CONSULT  YOUR TAX
ADVISER BEFORE ANY TRANSFER OF YOUR POLICY.

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

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

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

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

Whether  or not your  policy is a  modified  endowment,  changes  made to a life
insurance policy,  for example,  a decrease in benefits or the termination of or
restoration  of a  terminated  policy,  may have other  effects on your  policy,
including  impacting  the maximum  amount of premiums that can be paid under the
policy,  as well as the  maximum  amount of  Policy  Account  value  that may be
maintained under the policy.  In some cases, this may cause us to take action in
order to assure your policy  continues to qualify as life  insurance,  including
distribution of amounts that may be includable as income.  Such changes can also
affect the tax  treatment  of prior  distributions  made during the same taxable
year or in anticipation of a reduction in benefits  (generally  within two years
before  a  reduction  in  benefits).  See  POLICY  CHANGES  in  Part  2 of  this
prospectus.

IF YOUR  INCENTIVE LIFE PLUS POLICY IS NOT A MODIFIED  ENDOWMENT,  as long as it
remains in force, a loan under your policy will be treated as  indebtedness  and
no part of the loan will be subject to current  Federal income tax.  Interest on
the loan will generally not be tax deductible.  After the first 15 policy years,
the proceeds from a partial  withdrawal will generally 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 

                                       27
<PAGE>

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 of any
gain in your policy (to the extent your Policy  Account value exceeds your Basis
in your policy).  The portion  subject to tax will depend upon a complex formula
depending  in part 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.  For example, a partial withdrawal
from a heavily  funded  policy or a withdrawal  from a policy where the benefits
have been or within the next two years will be  substantially  reduced can cause
all or a portion of the distribution to be taxable to the extent of gain in your
policy.

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

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

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

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

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

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

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

In  connection   with  the  issuance  of  the  then  temporary   diversification
regulations,  the Treasury Department stated that it anticipated the issuance of
regulations or rulings  prescribing the  circumstances in which the ability of a
policyowner to direct his investment to particular  funds of a separate  account
may cause the policyowner,  rather than the insurance company,  to be treated as
the owner of the assets in the account.  If you were considered the owner of the
assets of the  Separate  Account,  income  and gains from the  account  would be
included 

                                       28
<PAGE>

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

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

TAX CHANGES. The United States Congress has in the past considered, is currently
considering, and may in the future consider, legislation that, if enacted, could
change the tax treatment of life insurance policies.  In addition,  the Treasury
Department   may  amend   existing   regulations,   issue   regulations  on  the
qualification of life insurance and modified endowment  contracts,  or adopt new
interpretations  of  existing  laws.  State tax laws or, if you are not a United
States resident,  foreign tax laws, may also affect the tax consequences to you,
the insured person or your beneficiary.  These laws may change from time to time
without notice and, as a result,  the tax  consequences  described  above may be
altered.  There is no way of predicting  whether,  when or in what form any such
change  would be adopted.  Any such change  could have  retroactive  effect.  We
suggest you consult your legal or tax adviser.

ESTATE AND GENERATION  SKIPPING TAXES. If the insured person is the policyowner,
the death benefit under  Incentive Life Plus will generally be includable in the
policyowner's  estate for purposes of Federal estate tax. If the  policyowner is
not the insured person,  under certain  conditions only the Cash Surrender Value
of the policy would be so includable upon the death of the  policyowner.  If the
policyowner  is not the insured and the insured dies with someone other than the
owner as  beneficiary,  the  policyowner  will be considered to have made a gift
transfer to the  beneficiary of such proceeds.  Federal estate tax is integrated
with Federal gift tax under a unified rate  schedule.  In general,  estates less
than  $625,000  for  decedents  dying  during  1998  (scheduled  to  increase in
subsequent years to $1 million by the year 2005) will not incur a Federal estate
tax liability.  In addition, an unlimited marital deduction may be available for
Federal estate tax purposes.

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

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

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

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

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

TRADE OR BUSINESS  ENTITY OWNS OR IS DIRECTLY OR INDIRECTLY A BENEFICIARY OF THE
POLICY.  Where a policy is owned by other  than a natural  person,  the  owner's
ability to deduct interest on business borrowing  unrelated to the policy can be
impacted as a result of its ownership of cash value life insurance. No deduction
will be allowed  for a portion of a  taxpayer's  otherwise  deductible  interest
expense unless the policy covers only one individual, and such individual is, at
the time  first  covered  by the  policy,  a 20  percent  owner of the  trade or
business entity that owns the policy,  or an officer,  director,  or employee of
such trade or business.  Although this  limitation  generally  does not apply to
policies held by natural persons, if a trade or business (other than one carried
on as a sole  proprietorship)  is directly or indirectly the beneficiary under a
policy (e.g., pursuant to a split-dollar agreement), the policy shall be treated
as held by such  trade or  business.  The  effect  will be that a portion of the
trade  or  business  entity's  deduction  for  its  interest  expenses  will  be
disallowed unless the above exception for a 20 percent owner, employee,  officer
or director applies.

                                       29
<PAGE>

The portion of the entity's interest deduction that is disallowed will generally
be a pro rata amount which bears the same ratio to such interest  expense as the
taxpayer's  average  unborrowed  cash value  bears to the sum of the  taxpayer's
average  unborrowed  cash value and average  adjusted bases of all other assets.
These  rules  disallowing  interest  expenses  for  trade or  business  entities
generally  apply to contracts  issued after June 8, 1997 in taxable years ending
after such date. However,  for purposes of the preceding sentence,  any material
increase in the death benefit or other  material  change in a contract  shall be
treated as a new  contract.  Any  corporate  or business  use of life  insurance
should be carefully  reviewed by your tax adviser with  attention to these rules
as well as any other rules and  possible  tax law changes  that could occur with
respect to business-owned life insurance.

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

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

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

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

PART 3: ADDITIONAL INFORMATION

YOUR VOTING PRIVILEGES

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

Even though we own the shares,  to the extent required by the 1940 Act, you will
have the  opportunity  to tell us how to vote the  number of shares  that can be
attributed to your policy.  We will vote those shares at meetings of HRT or EQAT
shareholders  according to your instructions.  If we do not receive instructions
in time from all  policyowners,  we will vote shares in a portfolio for which no
instructions  have been  received in the same  proportion  as we vote shares for
which we have received  instructions in that portfolio.  We will vote any HRT or
EQAT  shares  that we are  entitled  to vote  directly  due to  amounts  we have
accumulated in the Funds in the same  proportions  that all  policyowners  vote,
including  those who  participate  in other  separate  accounts.  If the Federal
securities laws or regulations or  interpretations of them change so that we are
permitted  to vote  shares  of the HRT or EQAT in our own  right or to  restrict
policyowner voting, we may do so.

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

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

                                       30
<PAGE>

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

OUR RIGHT TO CHANGE HOW WE OPERATE

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

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

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

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

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

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

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

OUR REPORTS TO POLICYOWNERS

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

LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY

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

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

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

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

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

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

                                       31
<PAGE>

YOUR PAYMENT OPTIONS

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

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

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

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

YOUR BENEFICIARY

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

ASSIGNING YOUR POLICY

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

WHEN WE PAY POLICY PROCEEDS

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

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

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

DIVIDENDS

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

REGULATION

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

                                       32
<PAGE>

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

SPECIAL CIRCUMSTANCES

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

DISTRIBUTION

Equitable Distributors, Inc. (EDI) is a principal underwriter of HRT and EQAT, a
principal  underwriter  of the  Separate  Account and is also a  distributor  of
certain of our variable life insurance  policies and variable annuity contracts.
EDI's principal  business  address is 1290 Avenue of the Americas,  New York, NY
10104.  EDI 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 1996 and 1997, EDI was paid a fee of $1,204,370 and
$20,088,049,  respectively, for its services under a Distribution Agreement with
Equitable and its separate accounts.

   
Incentive  Life Plus policies are sold through  agencies  (both  affiliated  and
unaffiliated with Equitable)  licensed by state insurance  officials,  and their
affiliated  broker-dealers who are registered under the 1934 Act and are members
of the NASD. Such agencies and their affiliated broker-dealers have entered into
selling  agreements with EDI. Agents who sell our policies are licensed by state
insurance officials to sell our variable life policies,  are appointed as agents
of Equitable,  and are Registered  Representatives of their agencies' affiliated
broker-dealer. When EDI has acted as distributor, sales commissions will be paid
by Equitable to the agency which sells you this policy.  We pay commissions from
our own resources, including the Premium Sales Charge deducted from your premium
and any Premium Surrender Charge we might collect.  Generally,  during the first
policy year,  the agency will receive a commission  equal to a maximum of 50% of
the premiums  paid up to a certain  amount and 3% of the premiums paid in excess
of that  amount.  For  policy  years two  through  ten,  the  agency  receives a
commission up to a maximum of 3% of the premiums paid up to a certain amount and
3% of the  premiums  paid in excess of that amount.  Following a requested  Face
Amount  increase,  commissions  on a portion of the premium  will be  calculated
based on the same rates  described  above.  Use of a term  rider on the  insured
person in place of an equal amount of coverage  under the base policy  generally
reduces commissions.  Commissions paid to an agency based upon refunded premiums
will be recovered.
    

LEGAL PROCEEDINGS

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

ACCOUNTING AND ACTUARIAL EXPERTS

The financial  statements of Separate Account FP and Equitable  included in this
prospectus  have been audited for the years ended  December  31, 1997,  1996 and
1995 by Price  Waterhouse  LLP,  as  stated  in  their  reports.  The  financial
statements  of  Separate  Account  FP and  Equitable  have been so  included  in
reliance on the reports of Price Waterhouse LLP, independent accountants,  given
on the authority of such firm as experts in accounting and auditing.

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

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

ADDITIONAL INFORMATION

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

YEAR 2000 PROGRESS

Equitable  relies upon  various  computer  systems in order to  administer  your
policy and operate the  investment  portfolios.  Some of these systems belong to
service providers who are not affiliated with Equitable.

In 1995, Equitable began addressing the question of whether its computer systems
would recognize the year 2000 before, on or after January 1, 2000, and Equitable
believes it has identified those of its systems critical to business  operations
that are not Year 2000 compliant.  By year end 1998,  Equitable expects that the
work of modifying  or replacing  non-compliant  systems  will  substantially  be
completed and expects a  comprehensive  test of its Year 2000 compliance will be
performed  in the first  half of 1999.  Equitable  is in the  


                                       33
<PAGE>

process of seeking  assurances from third party service  providers that they are
acting to address  the Year 2000 issue with the goal of  avoiding  any  material
adverse  effect on services  provided to policy holders and on operations of the
investment portfolios. Any significant unresolved difficulty related to the Year
2000 compliance  initiatives could have a material adverse effect on the ability
to administer  your policy and operate the investment  portfolios.  Assuming the
timely completion of computer modifications by Equitable and third party service
providers,  there should be no material adverse effect on our ability to perform
these functions.

MANAGEMENT

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

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                  BUSINESS EXPERIENCE
BUSINESS ADDRESS                    WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                                    
Francoise  Colloc'h                 Director of Equitable since July 1992. Senior Executive Vice President,  Human Resources
AXA-UAP                             and Communications of AXA-UAP  ("AXA-UAP"), and various positions with AXA-UAP affiliated 
23, Avenue Matignon                 companies. Director of the Holding Company.
75008 Paris, France
- ------------------------------------------------------------------------------------------------------------------------------------
Henri de Castries                   Director  of  Equitable  since  September  1993.  Director  and  Chairman of the Board of 
AXA-UAP                             the Holding Company since April 1998.  Prior  thereto,  Vice  Chairman of the Board of the 
23, Avenue Matignon                 Holding  Company since February 1996. Senior Executive Vice President,  Financial Services and 
75008 Paris, France                 Life Insurance  Activities of AXA-UAP since 1996.  Also Director or Officer of various  
                                    subsidiaries  and affiliates of the AXA-UAP Group  (formerly  known as the AXA Group). Director
                                    of other Equitable affiliates. Previously held other  officerships  with the AXA Group.
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph L. Dionne                    Director of Equitable  since May 1982.  Chairman and Chief Executive of The  McGraw-Hill  
The McGraw-Hill Companies           Companies. Director of the Holding Company.
1221 Avenue of the Americas
New York, NY 10020
- ------------------------------------------------------------------------------------------------------------------------------------
Denis Duverne                       Director of Equitable since February 1998. Senior Vice President of AXA-UAP.  Director since 
AXA-UAP                             February 1996, Alliance. Director since February 1997, Donaldson Lufkin & Jenrette ("DLJ").
23, Avenue Matignon
75008 Paris, France
- ------------------------------------------------------------------------------------------------------------------------------------
William T. Esrey                    Director of Equitable since July 1986.  Chairman and Chief Executive  Officer of Sprint  
Sprint Corporation                  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 of  Rhone-Poulenc 
Rhone-Poulenc S.A.                  S.A. Member of the Supervisory Board of AXA-UAP since January 1997. Director of the Holding 
25, Quai Paul Doumer                Company.
92408 Courbevoie Cedex
France
- ------------------------------------------------------------------------------------------------------------------------------------
Norman C. Francis                   Director of Equitable since March 1989. President of Xavier University of Louisiana.
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA  70125
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       34
<PAGE>

<TABLE>
<CAPTION>

NAME AND PRINCIPAL                            BUSINESS EXPERIENCE
BUSINESS ADDRESS                              WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C> 
Donald J. Greene                              Director of Equitable since July 1991. Partner,  LeBoeuf, Lamb, Greene & MacRae.
LeBouef, Lamb, Greene & MacRae                Director of the Holding Company.
125 West 55th Street          
New York, NY  10019-4513                      
- ------------------------------------------------------------------------------------------------------------------------------------
John T. Hartley                               Director of Equitable since August  1987.  Currently a Director and retired Chairman  
Harris Corporation                            and Chief Executive Officer of Harris Corporation (retired July 1995);
1025 NASA Boulevard                           previously held other officerships with  Harris  Corporation. Director of the Holding 
Melbourne, FL  32919                          Company.
- ------------------------------------------------------------------------------------------------------------------------------------
John H.F. Haskell, Jr.                        Director of Equitable since July 1992.  Managing Director of SBC Warburg Dillon Read, 
SBC Warburg Dillon Read, Inc.                 Inc. and member of its Board of Directors. Director of the Holding Company.
535 Madison Avenue
New York, NY  10028
- ------------------------------------------------------------------------------------------------------------------------------------
Mary R. (Nina) Henderson                      Director of Equitable  since December 1996.  President of Bestfoods  Grocery  
Bestfoods Grocery                             (formerly CPC Specialty Markets Group) of BESTFOODS (formerly CPC International,  
BESTFOODS                                     Inc.) since 1993. Prior thereto,  President of CPC Specialty Products and Best Foods 
International Plaza                           Exports. Director of the Holding Company.
700 Sylvan Avenue
Englewood Cliffs, NJ 07632-9976
- ------------------------------------------------------------------------------------------------------------------------------------
W. Edwin Jarmain                              Director of Equitable  since July 1992.  President of Jarmain Group Inc.; 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
Suite 2525                                    other 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
184-400 Ocean Road                            of JWT Group, Inc. and J. Walter Thompson Company.
John's Island
Vero Beach, FL  32963
- ------------------------------------------------------------------------------------------------------------------------------------
George T. Lowy                                Director of Equitable since July 1992. Partner, Cravath, Swaine & Moore.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY  10019
- ------------------------------------------------------------------------------------------------------------------------------------
Didier Pineau-Valencienne                     Director of Equitable  since February 1996.  Chairman and Chief  Executive  Officer of
Schneider S.A.                                Schneider S.A. 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  
P.O. Box 397                                  Officer of American Cyanamid Company (retired April 1993);  previously held other  
Newton, NJ  07860                             officerships  with American  Cyanamid. Director of the Holding Company.
- ------------------------------------------------------------------------------------------------------------------------------------
Dave H. Williams                              Director  of  Equitable  since March  1991.  Chairman  and Chief  Executive  Officer 
Alliance Capital Management                   of Alliance  and Chairman or Director of numerous  subsidiaries and affiliated 
Corporation                                   companies of Alliance.  Director of the Holding Company.
1345 Avenue of the Americas
New York, NY  10105
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       35
<PAGE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL                            BUSINESS EXPERIENCE
BUSINESS ADDRESS                              WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS AND DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>
Michael Hegarty                               Director of Equitable since January 1998.  President  since January 1998 and Chief 
                                              Operating  Officer since  February 1998,  Equitable.  Vice Chairman  since April 1998,
                                              Senior  Executive Vice President (January 1998 to April 1998),  and Director and
                                              Chief Operating Officer (both since January 1998), the Holding Company. Vice Chairman 
                                              (from 1996 to 1997), Chase Manhattan  Corporation.  Vice Chairman (from  1995 to 1996)
                                              and  Senior  Executive  Vice  President  (from  1991 to 1995),  Chemical  Bank.
                                              Executive  Vice  President,  Chief  Operating  Officer  and  Director  since  March  
                                              1998,  Equitable Investment  Corporation  ("EIC"),  ACMC, Inc. ("ACMC") and Equitable 
                                              Capital  Management  Corporation ("ECMC").
- ------------------------------------------------------------------------------------------------------------------------------------
Edward D. Miller                              Director of Equitable  since August 1997.  Chairman of the Board since January 1998,  
                                              Chief Executive Officer since August 1997, President (August 1997 to January 1998),  
                                              Equitable.  Director,  President and Chief Executive Officer, all since August 1997, 
                                              the Holding Company. Senior Vice Chairman,  Chase Manhattan  Corporation  (March 1996 
                                              to April 1997).  President  (January 1994 to March 1996) and Vice Chairman (December 
                                              1991 to January 1994), Chemical Bank. Director,  Alliance (since August 1997), DLJ 
                                              (since  November  1997),  ECMC (since March 1998) and ACMC (since March  1998).  
                                              Director,  Chairman, President and Chief Executive Officer since March 1998, EIC.
- ------------------------------------------------------------------------------------------------------------------------------------
Stanley B. Tulin                              Director of Equitable  since February 1998.  Vice Chairman of the Board since February
                                              1998 and Chief Financial  Officer since April 1996,  Equitable.  Executive Vice  
                                              President  since May 1996 and Chief Financial  Officer  since May 1997,  the Holding 
                                              Company.  Vice  President  since March 1997,  EQAT. Director since July 1997,  
                                              Alliance.  Director,  Executive Vice President and Chief Financial Officer since June 
                                              1997, EIC.  Director,  Chairman,  President and Chief  Executive  Officer since July 
                                              1997, ACMC. Prior thereto, Chairman, Insurance Consulting and Actuarial Practice, 
                                              Coopers & Lybrand, L.L.P.
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS
- ------------------------------------------------------------------------------------------------------------------------------------
Leon B. Billis                                Executive Vice President and Chief Information Officer (since February 1998),  
                                              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 Chief  Financial  Officer 
                                              since March 1997,  EQAT.  Chairman, Frontier Trust Company  ("Frontier").  Executive 
                                              Vice President since November 1996 and Director,  EQ Financial Consultants,  Inc. 
                                              ("EQF").  Director until May 1997, Equitable Distributors,  Inc. ("EDI") and Director 
                                              and Officer of various  Equitable  affiliates.  Previously held other  officerships 
                                              with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Kevin R. Byrne                                Senior Vice President and Treasurer,  Equitable and the Holding  Company.  Treasurer, 
                                              EquiSource and Frontier.  Vice President and Treasurer,  Equitable Casualty Insurance 
                                              Company  ("Casualty") and EQAT (since March 1997). Previously held other officerships 
                                              with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Judy A. Faucett                               Senior Vice President and Actuary, Equitable, since September 1996. Partner and Senior
                                              Actuarial Consultant, Coopers & Lybrand L.L.P. (January 1989 to August 1996).
- ------------------------------------------------------------------------------------------------------------------------------------
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, the Holding
                                              Company, since September 1994. Vice President/Auditor, National Westminster Bank 
                                              (November 1984 to June 1993).
- ------------------------------------------------------------------------------------------------------------------------------------
Mark A. Hug                                   Senior Vice President since April 1997, Equitable. Prior thereto, Vice President, 
                                              Aetna.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       36
<PAGE>

<TABLE>
<CAPTION>

NAME AND PRINCIPAL                            BUSINESS EXPERIENCE
BUSINESS ADDRESS                              WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>
Robert E. Garber                              Executive Vice President and General Counsel, Equitable and the Holding Company.  
                                              Previously  held other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Jerome S. Golden                              Executive Vice President since November 1997, Equitable. Prior thereto,  President, 
                                              Income Management Group (May 1994 to November 1997), Equitable.  Chairman and Chief 
                                              Executive Officer (February 1995 to December 1997), EDI. Owner (November 1993 to May 
                                              1994), JG Resources.
- ------------------------------------------------------------------------------------------------------------------------------------
Donald R. Kaplan                              Vice President and Chief Compliance Officer, Equitable. Previously held other 
                                              officerships  with Equitable.
- ------------------------------------------------------------------------------------------------------------------------------------
Michael S. Martin                             Senior Vice President, and Chief Marketing Officer since January 1997, Equitable. 
                                              Prior thereto, Senior Vice President.  Chairman and Chief Executive Officer, EQF. 
                                              Vice President, EQAT (since March 1997) and HRT (until March 1998). 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.
- ------------------------------------------------------------------------------------------------------------------------------------
Douglas Menkes                                Senior Vice President and Corporate Actuary since June 1997, Equitable. Prior thereto,
                                              Consulting Actuary, Milliman & Robertson, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Peter D. Noris                                Executive Vice President and Chief Investment Officer, Equitable. Executive Vice 
                                              President since May 1995 and Chief Investment Officer since July 1995, the Holding 
                                              Company. Trustee, HRT, and Chairman, President and Trustee since March 1997, EQAT. 
                                              Director,  Alliance,  since July 1995. Executive Vice President, EQF, since November
                                              1996. Prior to May 1995, Vice President/Manager, Insurance Companies Investment 
                                              Strategies Group, Salomon Brothers, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Anthony C. Pasquale                           Senior Vice President, Equitable. Director, Chairman and Chief Operating Officer, 
                                              Casualty, since September 1997. Previously held other officerships with Equitable 
                                              and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Pauline Sherman                               Vice President, Secretary and Associate General Counsel, Equitable and the Holding 
                                              Company, both  since  September 1995. Previously held other officerships 
                                              with Equitable.
- ------------------------------------------------------------------------------------------------------------------------------------
Richard V. Silver                             Senior Vice President since February 1995 and Deputy General Counsel since June 1996,
                                              Equitable. Director, EQF. Previously held other officerships with Equitable and its 
                                              affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Jose S. Suquet                                Senior Executive Vice President since August 1994, Chief Distribution Officer since 
                                              December 1997 and Chief Agency Officer (August 1994 to December 1997), Equitable. 
                                              Prior thereto, Agency Manager. Executive Vice President since May 1996, the Holding 
                                              Company. Vice President since March 1998, HRT.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       37
<PAGE>


PART 4: ILLUSTRATIONS OF POLICY BENEFITS

To help clarify how the key  financial  elements of the policy work, a series of
tables has been prepared. The tables show how death benefits, Policy Account and
Cash Surrender Values ("policy  benefits")  under a hypothetical  Incentive Life
Plus  policy  could  vary  over time if the Funds of our  Separate  Account  had
CONSTANT  hypothetical gross annual investment returns of 0%, 6% or 12% over the
years covered by each table.  Actual investment results may be more or less than
those shown.  The tables are for a 40-year-old  preferred risk male  non-tobacco
user.  Planned premium payments of $4,000 for an initial Face Amount of $300,000
are assumed to be paid at the  beginning of each policy year.  The  illustration
assumes  no policy  loan has been  taken.  The  differences  between  the Policy
Account  and the Cash  Surrender  Values  in the  first  fifteen  years  are the
Surrender Charges. See SURRENDER CHARGES in Part 2 of this prospectus.

The tables illustrate both current and guaranteed  charges.  The current charges
include  reductions in cost of insurance  charges  beginning in the tenth policy
year,  which are not guaranteed,  and daily charges against the Separate Account
Funds of .60% per annum for mortality and expense risks (.90% for the guaranteed
table).  The tables also assume 0.56% per annum for investment  management  (the
average of the advisory fees payable with respect to each HRT and EQAT portfolio
based on  average  net  assets  for 1997,  and for  portfolios  which  commenced
operations  on December  31,  1997,  estimated  average net assets for 1998) and
0.32% per annum  for  other  Trust  expenses.  The  assumption  for other  Trust
expenses  equals the weighted  average of the other  expenses  (including  12b-1
fees) of the HRT and EQAT  portfolios  based on average net assets for 1997 (and
for  portfolios  which  commenced  operations  on December 31,  1997,  estimated
average net assets for 1998).  The effect of these  adjustments  is that on a 0%
gross rate of return the net rate of return  would be -1.48%,  on 6% it would be
4.44%,  and on 12% it  would  be  10.35%.  Remember,  however,  that  investment
management  fees and other Trust  expenses vary by portfolio.  See HRT'S MANAGER
INVESTMENT  ADVISER,  EQAT'S MANAGER and EQAT'S INVESTMENT ADVISERS in Part 1 of
this  prospectus.  The tables also assume a charge for taxes of 2% of  premiums.
There are tables for both death benefit Option A and death benefit Option B.

The  second  column of each  table  shows the  effect of an amount  equal to the
premiums  invested to earn interest,  without regard to 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  (without  regard to 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 (without  regard to taxes) at which an amount
equal to the illustrated premiums could have been invested outside the Policy to
arrive  at the death  benefit  of the  Policy.  The  internal  rate of return is
compounded annually, and the premiums are assumed to be paid at the beginning of
each policy year.

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

                                       38
<PAGE>

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

<TABLE>
<CAPTION>

PLANNED PREMIUM $4,000                                                                                                 
                                   MALE AGE 40
                         PREFERRED RISK NON-TOBACCO USER                                                               
                            ASSUMING CURRENT CHARGES

- --------------------------------------------------------------------------------------------------------------------
                                                                                                                       
                                  DEATH BENEFIT                 POLICY ACCOUNT              CASH SURRENDER VALUE       
                            ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS    ASSUMING HYPOTHETICAL GROSS   
   END OF                   ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF   
   POLICY      ACCUMULATED  ---------------------------   ---------------------------    ---------------------------   
    YEAR       PREMIUMS(1)    0%       6%       12%          0%       6%      12%          0%       6%       12%       
    ----       -----------  -------- -------- ---------   ---------------------------    -------- -------- ---------   
     <S>     <C>            <C>      <C>      <C>         <C>      <C>       <C>          <C>      <C>     <C>         
      1      $    4,200     $300,000 $300,000 $300,000    $  2,366 $  2,546  $ 2,726      $   464  $   644 $    824    
      2           8,610      300,000  300,000  300,000       5,237    5,761    6,309        3,135    3,659    4,207    
      3          13,241      300,000  300,000  300,000       8,022    9,077   10,220        5,720    6,775    7,918    
      4          18,103      300,000  300,000  300,000      10,714   12,487   14,483        8,392   10,165   12,161    
      5          23,208      300,000  300,000  300,000      13,316   16,000   19,141       10,974   13,658   16,799    

      6          28,568      300,000  300,000  300,000      15,819   19,610   24,226       13,457   17,248   21,864    
      7          34,196      300,000  300,000  300,000      18,221   23,319   29,780       15,851   20,949   27,411    
      8          40,106      300,000  300,000  300,000      20,521   27,130   35,855       18,331   24,940   33,665    
      9          46,312      300,000  300,000  300,000      22,742   31,073   42,533       20,552   28,883   40,343    
     10          52,827      300,000  300,000  300,000      25,021   35,302   50,043       23,196   33,447   48,218    

     15          90,630      300,000  300,000  300,000      35,237   58,965  101,049       35,237   58,965  101,049    

     20         138,877      300,000  300,000  300,000      43,139   87,515  185,982       43,139   87,515  185,982    

   25 (age 65)  200,454      300,000  300,000  406,681      48,964  124,067  333,345       48,964  124,067  333,345    
</TABLE>

                                             INITIAL FACE AMOUNT $300,000
                       
                                                   DEATH BENEFIT OPTION A
                       

- --------------------------------------------------------------------------
               INTERNAL RATE OF RETURN          INTERNAL RATE OF RETURN
               ON CASH SURRENDER VALUES            ON DEATH BENEFIT
             ASSUMING HYPOTHETICAL GROSS      ASSUMING HYPOTHETICAL GROSS
   END OF    ANNUAL INVESTMENT RETURN OF      ANNUAL INVESTMENT RETURN OF
   POLICY    ---------------------------    ------------------------------
    YEAR        0%       6%      12%           0%        6%        12%
             ---------------------------    --------- --------------------
      1      - 88.40% - 83.91% - 79.41%     7,400.00% 7,400.00% 7,400.00%
      2      - 48.33  - 42.07  - 35.91        717.47    717.47    717.47
      3      - 32.72  - 25.98  - 19.40        283.61    283.61    283.61
      4      - 24.21  - 17.34  - 10.68        162.42    162.42    162.42
      5      - 19.38  - 12.46   - 5.76        109.30    109.30    109.30

      6      - 16.34   - 9.37   - 2.66         80.35     80.35     80.35
      7      - 14.27   - 7.26   - 0.53         62.43     62.43     62.43
      8      - 12.56   - 5.57     1.13         50.35     50.35     50.35
      9      - 11.48   - 4.44     2.27         41.74     41.74     41.74
     10      - 10.21   - 3.26     3.37         35.31     35.31     35.31

     15       - 7.00   - 0.22     6.28         18.45     18.45     18.45

     20       - 6.34     0.85     7.49         11.41     11.41     11.41

  25 (age 65) - 6.07     1.62     8.35          7.67      7.67      9.61

- ----------
(1) Assumes net interest of 5% compounded annually.


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

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

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

                                       39
<PAGE>


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

<TABLE>
<CAPTION>

PLANNED PREMIUM $4,000                                                                                               
                                   MALE AGE 40
                         PREFERRED RISK NON-TOBACCO USER                                                             
                           ASSUMING GUARANTEED CHARGES

- -------------------------------------------------------------------------------------------------------------------
                                                                                                                     
                                  DEATH BENEFIT                 POLICY ACCOUNT             CASH SURRENDER VALUE      
                            ASSUMING HYPOTHETICAL GROSS  ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS  
   END OF                   ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN    ANNUAL INVESTMENT RETURN OF  
   POLICY      ACCUMULATED  ---------------------------  ---------------------------   ---------------------------   
    YEAR       PREMIUMS(1)    0%       6%       12%         0%       6%       12%         0%       6%      12%       
    ----       -----------  -------- -------- ---------  --------- -------- --------   ---------------------------   
     <S>     <C>            <C>      <C>      <C>        <C>       <C>      <C>        <C>      <C>      <C>         
      1      $    4,200     $300,000 $300,000 $300,000   $  2,331  $  2,509 $  2,687   $    429 $    607 $    785    
      2           8,610      300,000  300,000  300,000      5,108     5,625    6,164      3,006    3,523    4,062    
      3          13,241      300,000  300,000  300,000      7,790     8,824    9,944      5,489    6,522    7,642    
      4          18,103      300,000  300,000  300,000     10,372    12,102   14,050      8,050    9,780   11,728    
      5          23,208      300,000  300,000  300,000     12,856    15,464   18,517     10,514   13,122   16,175    

      6          28,568      300,000  300,000  300,000     15,233    18,903   23,374     12,871   16,541   21,012    
      7          34,196      300,000  300,000  300,000     17,499    22,418   28,657     15,130   20,049   26,287    
      8          40,106      300,000  300,000  300,000     19,654    26,011   34,408     17,464   23,821   32,218    
      9          46,312      300,000  300,000  300,000     21,692    29,680   40,675     19,502   27,490   38,485    
     10          52,827      300,000  300,000  300,000     23,608    33,421   47,504     21,783   31,596   45,679    

     15          90,630      300,000  300,000  300,000     30,969    52,952   92,163     30,969   52,952   92,163    

     20         138,877      300,000  300,000  300,000     33,170    72,761  162,208     33,170   72,761  162,208    

   25 (age 65)  200,454      300,000  300,000  337,764     27,240    90,746  276,856     27,240   90,746  276,856    
</TABLE>

                                              INITIAL FACE AMOUNT $300,000
                                                                            
                                                    DEATH BENEFIT OPTION A  
                                                                            
                                                                            
- --------------------------------------------------------------------------- 
                 INTERNAL RATE OF RETURN          INTERNAL RATE OF RETURN     
                ON CASH SURRENDER VALUES             ON DEATH BENEFIT         
               ASSUMING HYPOTHETICAL GROSS     ASSUMING HYPOTHETICAL GROSS  
   END OF      ANNUAL INVESTMENT RETURN OF     ANNUAL INVESTMENT RETURN OF  
   POLICY      ---------------------------   ------------------------------ 
    YEAR          0%       6%      12%          0%        6%        12%     
    ----       ---------------------------   --------- -------------------- 
      1        - 89.29% - 84.84% - 80.37%    7,400.00% 7,400.00% 7,400.00%  
      2        - 49.93  - 43.66  - 37.50       717.47    717.47    717.47   
      3        - 34.30  - 27.53  - 20.92       283.61    283.61    283.61   
      4        - 25.65  - 18.75  - 12.05       162.42    162.42    162.42   
      5        - 20.71  - 13.73   - 6.99       109.30    109.30    109.30   
                                                                            
      6        - 17.59  - 10.55   - 3.79        80.35     80.35     80.35   
      7        - 15.45   - 8.36   - 1.58        62.43     62.43     62.43   
      8        - 13.67   - 6.60     0.15        50.35     50.35     50.35   
      9        - 12.59   - 5.45     1.33        41.74     41.74     41.74   
     10        - 11.43   - 4.34     2.40        35.31     35.31     35.31   
                                                                            
     15         - 8.83   - 1.58     5.20        18.45     18.45     18.45   
                                                                            
     20         - 9.41   - 0.91     6.33        11.41     11.41     11.41   
                                                                            
   25 (age 65) - 12.39   - 0.76     7.15         7.67      7.67      8.43   
               
- ----------
(1) Assumes net interest of 5% compounded annually.

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

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

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

                                       40
<PAGE>
                               INCENTIVE LIFE PLUS
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

<TABLE>
<CAPTION>

PLANNED PREMIUM $4,000                                                                                              
                                   MALE AGE 40
                         PREFERRED RISK NON-TOBACCO USER                                                            
                            ASSUMING CURRENT CHARGES

- ------------------------------------------------------------------------------------------------------------------
                                                                                                                    
                                  DEATH BENEFIT               POLICY ACCOUNT                CASH SURRENDER VALUE       
                            ASSUMING HYPOTHETICAL GROSS  ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS  
   END OF                   ANNUAL INVESTMENT RETURN OF  ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF  
   POLICY      ACCUMULATED  ---------------------------  ---------------------------   ---------------------------  
    YEAR       PREMIUMS(1)    0%       6%       12%         0%       6%       12%         0%       6%      12%      
    ----       -----------  -------- -------- ---------  --------- -------- --------   ---------------------------  
     <S>     <C>            <C>      <C>      <C>        <C>       <C>      <C>        <C>      <C>       <C>       
      1        $  4,200     $302,359 $302,538 $302,718   $  2,359  $  2,538 $  2,718   $    457 $    636  $   816   
      2           8,610      305,217  305,739  306,284      5,217     5,739    6,284      3,115    3,637    4,182   
      3          13,241      307,981  309,030  310,166      7,981     9,030   10,166      5,679    6,728    7,864   
      4          18,103      310,642  312,402  314,382     10,642    12,402   14,382      8,320   10,080   12,060   
      5          23,208      313,205  315,862  318,972     13,205    15,862   18,972     10,863   13,520   16,630   

      6          28,568      315,658  319,402  323,960     15,658    19,402   23,960     13,296   17,040   21,598   
      7          34,196      317,997  323,019  329,382     17,997    23,019   29,382     15,627   20,649   27,013   
      8          40,106      320,222  327,714  335,280     20,222    26,714   35,280     18,032   24,524   33,091   
      9          46,312      322,353  330,511  341,726     22,353    30,511   41,726     20,164   28,321   39,536   
     10          52,827      324,529  334,562  348,937     24,529    34,562   48,937     22,704   33,737   47,112   

     15          90,630      334,001  356,699  396,874     34,001    56,699   99,874     34,001   56,699   96,874   

     20         138,877      340,666  381,946  473,212     40,666    81,946  173,212     40,666   81,946  173,212   

   25 (age 65)  200,454      344,581  411,821  599,626     44,581   111,821  299,626     44,581  111,821  299,626   
</TABLE>

                                              INITIAL FACE AMOUNT $300,000
               
                                                    DEATH BENEFIT OPTION B
               

- ---------------------------------------------------------------------------
               INTERNAL RATE OF RETURN          INTERNAL RATE OF RETURN
               ON CASH SURRENDER VALUES             ON DEATH BENEFIT
             ASSUMING HYPOTHETICAL GROSS     ASSUMING HYPOTHETICAL GROSS
   END OF    ANNUAL INVESTMENT RETURN OF      ANNUAL INVESTMENT RETURN OF
   POLICY    ---------------------------     ------------------------------
    YEAR        0%       6%      12%            0%        6%        12%
    ----     ---------------------------     --------- --------------------
      1      $ - 88.57% - 84.09% - 79.59%    7,458.98% 7,463.46% 7,467.96%
      2        - 48.58  - 42.33  - 36.18       724.95    725.70    726.48
      3        - 33.00  - 26.26  - 19.69       287.35    287.84    288.36
      4        - 24.50  - 17.65  - 10.99       165.06    165.49    165.98
      5        - 19.70  - 12.78   - 6.09       111.45    111.87    112.36

      6        - 16.68   - 9.71   - 3.01        82.22     82.65     83.18
      7        - 14.63   - 7.62   - 0.90        64.11     64.56     65.13
      8        - 12.94   - 5.95     0.74        51.91     52.39     53.01
      9        - 11.88   - 4.84     1.87        43.19     43.70     44.38
     10        - 10.63   - 3.68     2.95        36.70     37.23     37.98

     15         - 7.51   - 0.71     5.78        19.62     20.34     21.50

     20         - 7.01     0.23     6.89        12.43     13.34     15.03

   25 (age 65)  - 6.98     0.85     7.66         8.56      9.69     12.02

- ----------
(1) Assumes net interest of 5% compounded annually.

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

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

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

                                       41
<PAGE>

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

<TABLE>
<CAPTION>

PLANNED PREMIUM $4,000                                                                                               
                                   MALE AGE 40
                         PREFERRED RISK NON-TOBACCO USER                                                             
                           ASSUMING GUARANTEED CHARGES

- ------------------------------------------------------------------------------------------------------------------
                                                                                                                     
                                 DEATH BENEFIT                POLICY ACCOUNT              CASH SURRENDER VALUE       
                            ASSUMING HYPOTHETICAL GROSS  ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS   
   END OF                   ANNUAL INVESTMENT RETURN OF  ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF   
   POLICY      ACCUMULATED  ---------------------------  ---------------------------   ---------------------------   
    YEAR       PREMIUMS(1)    0%       6%       12%         0%       6%       12%         0%       6%      12%       
    ----       -----------  -------- -------- ---------  --------- -------- --------   ---------------------------   
     <S>     <C>            <C>      <C>      <C>        <C>       <C>      <C>        <C>       <C>      <C>        
      1      $    4,200     $302,324 $302,501 $302,680   $  2,324  $  2,501 $  2,680   $    422  $   599  $   778    
      2           8,610      305,087  305,602  306,139      5,087     5,602    6,139      2,985    3,500    4,037    
      3          13,241      307,748  308,776  309,889      7,748     8,776    9,889      5,446    6,474    7,587    
      4          18,103      310,300  312,016  313,947     10,300    12,016   13,947      7,978    9,694   11,625    
      5          23,208      312,744  315,325  318,346     12,744    15,325   18,346     10,402   12,983   16,004    

      6          28,568      315,070  318,693  323,106     15,070    18,693   23,106     12,708   16,331   20,744    
      7          34,196      317,274  322,118  328,257     17,274    22,118   28,257     14,905   19,748   25,887    
      8          40,106      319,354  325,594  333,832     19,354    25,594   33,832     17,164   23,404   31,642    
      9          46,312      321,304  329,119  339,868     21,304    29,119   39,868     19,114   26,929   37,678    
     10          52,827      323,116  332,681  346,397     23,116    32,681   46,397     21,291   30,857   44,572    

     15          90,630      329,668  350,562  387,759     29,668    50,562   87,759     29,668   50,562   87,759    

     20         138,877      330,383  366,389  447,475     30,383    66,389  147,475     30,383   66,389  147,475    

   25 (age 65)  200,454      322,213  375,642  532,128     22,213    75,642  232,128     22,213   75,642  232,128    
</TABLE>

                                               INITIAL FACE AMOUNT $300,000
             
                                                     DEATH BENEFIT OPTION B
             

- ----------------------------------------------------------------------------
                 INTERNAL RATE OF RETURN        INTERNAL RATE OF RETURN
                 ON CASH SURRENDER VALUES           ON DEATH BENEFIT
   END OF       ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS
   POLICY       ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF
                ---------------------------   ------------------------------
    YEAR           0%       6%      12%          0%        6%        12%
    ----        ---------------------------   --------- --------------------
      1         - 89.46% - 85.02% - 80.56%    7,458.09% 7,462.53% 7,466.99%
      2         - 50.18  - 43.93  - 37.78       724.77    725.50    726.27
      3         - 34.60  - 27.83  - 21.23       287.24    287.72    288.23
      4         - 25.97  - 19.07  - 12.38       164.98    165.40    165.87
      5         - 21.05  - 14.07   - 7.34       111.38    111.79    112.27

      6         - 17.94  - 10.91   - 4.15        82.15     82.57     83.08
      7         - 15.83   - 8.74   - 1.96        64.04     64.48     65.03
      8         - 14.07   - 7.00   - 0.25        51.84     52.30     52.90
      9         - 13.01   - 5.87     0.91        43.13     43.61     44.27
     10         - 11.88   - 4.78     1.96        36.62     37.13     37.85

     15          - 9.46   - 2.17     4.62        19.48     20.15     21.24

     20         - 10.50   - 1.81     5.52        12.19     13.01     14.59

   25 (age 65)  - 15.04   - 2.22     5.99         8.13      9.11     11.29

- -----------
(1) Assumes net interest of 5% compounded annually.

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

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

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

                                       42
<PAGE>
                                                                      APPENDIX A
COMMUNICATING PERFORMANCE DATA

In reports or other communications to policyowners or in advertising material,
we may describe general economic and market conditions affecting the Separate
Account and the Trusts and may compare the performance or ranking of the
Separate Account Funds and the Trusts' portfolios with (1) that of other
insurance company separate accounts or mutual funds included in the rankings
prepared by Lipper Analytical Services, Inc., Morningstar, Inc. or similar
investment services that monitor the performance of insurance company separate
accounts or mutual funds, (2) other appropriate indices of investment securities
and averages for peer universes of funds, or (3) data developed by us derived
from such indices or averages. Advertisements or other communications furnished
to present or prospective policyowners may also include evaluations of a
Separate Account Fund or Trust portfolio by financial publications that are
nationally recognized such as Barron's, Morningstar's Variable Annuities / Life,
Business Week, Forbes, Fortune, Institutional Investor, Money, Kiplinger's
Personal Finance, Financial Planning, Investment Adviser, Investment Management
Weekly, Money Management Letter, Investment Dealers Digest, National
Underwriter, Pension & Investments, USA Today, Investor's Daily, The New York
Times, The Wall Street Journal, the Los Angeles Times and the Chicago Tribune.

Performance data for peer universes of funds with similar investment  objectives
are compiled by Lipper Analytical Services, Inc. (Lipper) in its Lipper Variable
Insurance Products Performance Analysis Service (Lipper Survey) and Morningstar,
Inc. in the Morningstar Variable Annuity / Life Report (Morningstar Report).

The Lipper Survey records performance data as reported to it by over 800 funds
underlying variable annuity and life insurance products. The Lipper Survey
divides these actively managed funds into 25 categories by portfolio objectives.
The Lipper Survey contains two different universes, which differ in terms of the
types of fees reflected in performance data. The "Separate Account" universe
reports performance data net of investment management fees, direct operating
expenses and asset-based charges applicable under variable insurance and annuity
contracts. The "Mutual Fund" universe reports performance net only of investment
management fees and direct operating expenses, and therefore reflects
asset-based charges that relate only to the underlying mutual fund.

The Morningstar Report consists of 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 A-2 illustrates the average annual compound rates of return
over selected time periods between December 31, 1926 and December 31, 1997 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 plus performance of other Alliance
funds with investment policies and objectives similar to those of the Alliance
Small Cap Growth portfolio, see page B-1 of the HRT prospectus. For a
comparative illustration of performance results of certain public mutual funds
which are similar to EQAT portfolios and are managed by EQAT's Advisers, see
page A-1 of the EQAT prospectus.

                                      A-1
<PAGE>

<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
12/31/97:             STOCKS      BONDS      BONDS        BONDS        BILLS    INDEX
- --------------------------------------------------------------------------------------------
<S>                    <C>        <C>        <C>            <C>         <C>       <C>  
 1 year.............   33.36%     15.85%     12.95%         8.38%       5.26%     1.92%
 3 years............   31.15      14.76      13.36          8.93        5.35      2.59
 5 years............   20.24      10.51       9.22          6.40        4.57      2.64
10 years............   18.05      11.32      10.85          8.33        5.44      3.43
20 years............   16.65      10.39      10.29          9.51        7.29      4.90
30 years............   12.12       8.63       8.86          8.52        6.77      5.34
40 years............   12.30       6.71       7.09          7.10        5.85      4.44
50 years............   13.12       5.70       6.07          6.04        4.99      3.94
60 years............   12.53       5.31       5.54          5.44        4.18      4.11
Since 1926..........   10.99       5.19       5.71          5.25        3.77      3.17
Inflation Adjusted
Since 1926..........    7.58       1.96       2.46          2.02        0.58
</TABLE>

- ----------
Source:  Ibbotson,  Roger G. and Rex A. Sinquefield,  STOCKS,  BONDS, BILLS, AND
INFLATION  (SBBI),  1982,  updated in STOCKS,  BONDS,  BILLS, AND INFLATION 1998
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 - 1997, 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 -
1997; 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.

                                      A-2
- --------------------------------------------------------------------------------



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