SEPARATE ACCOUNT FP OF EQUITABLE LIFE ASSUR SOC OF THE US
497, 1998-05-18
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                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                              OF THE UNITED STATES

                          SUPPLEMENT DATED MAY 1, 1998

                                       TO

                         INCENTIVE LIFE PLUS PROSPECTUS
                                DATED MAY 1, 1998

This supplement modifies certain information in the Prospectus dated May 1, 1998
(the  "Prospectus")  for Incentive Life Plus, a flexible  premium  variable life
insurance  policy issued by Equitable.  Terms used in this  Supplement  have the
same meanings as in the Prospectus.

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

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

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

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

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

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

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

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

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

    SURRENDER IN         PERCENT OF PREMIUM         PERCENT OF SURRENDER
    POLICY YEAR          DEDUCTIONS REFUNDED           CHARGES WAIVED
  -----------------    ------------------------    ------------------------
     1                          100%                         100%
     2                           67%                          80%
     3                           33%                          60%
     4                            0%                          40%
     5                            0%                          20%
     6 and later                  0%                           0%

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

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

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

TAX EFFECTS.  Corporations and other trade or business  entities that either own
or have a beneficial  interest in any life insurance  policy should refer to the
TAX EFFECTS section of their prospectus  concerning the potential application of
new tax rules  which can impact  the  ability to deduct  interest  on  borrowing
unrelated to the policy.


EVM-132

<PAGE>

                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                              OF THE UNITED STATES
                          SUPPLEMENT DATED MAY 1, 1998
                                       TO
                         INCENTIVE LIFE PLUS PROSPECTUS
                                DATED MAY 1, 1998

This supplement  modifies  certain  information in the Prospectus,  dated May 1,
1998 (the  "Prospectus")  for Incentive Life Plus, a flexible  premium  variable
life insurance policy issued by Equitable. Subject to the rules discussed below,
Equitable  will offer a modified  version of its Incentive Life Plus policy (the
"Incentive Life COLI Policy") to qualified offerees.  This supplement  describes
the  material  differences  between  the  Incentive  Life  COLI  Policy  and the
Incentive  Life Plus policy  described in the  Prospectus and is for use only in
connection with offers of the Incentive Life COLI Policy. Capitalized terms used
in this Supplement have the same meanings as in the Prospectus.

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

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

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

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

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

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

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

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

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

DEDUCTIONS AND CHARGES.

Additional  Benefits.  The additional  benefits (certain extra charge,  optional
benefits)  described in the  Incentive  Life Plus  prospectus on page 15 are not
available under the Incentive Life COLI Policy.

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

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

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

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

Surrender Charges. There is no Administrative Surrender Charge.

Subject to a maximum  described below, the Premium  Surrender Charge is equal to
24% of premiums paid in the first policy year, up to one surrender charge target
premium,  and 3% of additional  premiums paid through the fifteenth policy year.
In each of the first five policy years, the Premium  Surrender Charge is reduced
by a  percentage  equal to:  100% in the first  policy  year;  80% in the second
policy year;  60% in the third policy year;  40% in the fourth policy year;  and
20% in the fifth policy  year.  There is no Premium  Surrender  Charge after the
fifteenth policy year. The surrender charge target premium is less than or equal
to the SEC  Guideline  Annual  Premium  associated  with  this  policy.  The SEC
Guideline  Annual  Premium is the level  annual  amount that 


EVM-131


<PAGE>


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

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

TAX EFFECTS.  Corporations and other trade or business  entities that either own
or have a beneficial  interest in any life insurance  policy should refer to the
TAX EFFECTS section of their prospectus  concerning the potential application of
new tax rules  which can impact  the  ability to deduct  interest  on  borrowing
unrelated to the policy.


EVM-131

<PAGE>

                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                              OF THE UNITED STATES

                        VARIABLE LIFE INSURANCE POLICIES
                       FUNDED THROUGH SEPARATE ACCOUNT FP

                                 IL PROTECTOR(R)
                                     IL COLI
                              INCENTIVE LIFE PLUS(SM)
                                SURVIVORSHIP 2000

                     PROSPECTUS SUPPLEMENT DATED MAY 1, 1998

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

LIMITED  OPPORTUNITY  FOR  UNRESTRICTED  TRANSFER FROM THE  GUARANTEED  INTEREST
ACCOUNT.  Your policy  permits you to transfer a limited amount of your unloaned
policy  account value out of the Guaranteed  Interest  Account within 30 days of
your policy anniversary. See THE GUARANTEED INTEREST ACCOUNT in your prospectus.
From March 16, 1998 through  JULY 10, 1998,  we are relaxing our policy rules to
permit you to transfer any amount of unloaned  policy  account  value out of the
Guaranteed Interest Account to a division of the Separate Account whether or not
you are within 30 days of your policy anniversary. Your written transfer request
must be received in our Administrative Office by JULY 10, 1998, in order to take
advantage of this unrestricted transfer opportunity. See CHARGE FOR TRANSFERS in
your  prospectus.  We reserve  the right to extend  this offer  beyond this date
without notice.


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

*This  supplement  updates  certain  information  contained  in the IL Protector
 Prospectus  dated May 1, 1998; the Incentive Life Plus Prospectus  dated May 1,
 1998; the IL COLI  supplement  thereto dated May 1, 1998; and the  Survivorship
 2000 Prospectus dated May 1, 1998.


- --------------------------------------------------------------------------------
EVM-130                 THIS SUPPLEMENT SHOULD BE RETAINED FOR FUTURE REFERENCE.
                             Copyright 1998 The Equitable Life Assurance Society
                                      of the United States. All rights reserved.

<PAGE>


                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                              OF THE UNITED STATES


                        VARIABLE LIFE INSURANCE POLICIES
                       FUNDED THROUGH SEPARATE ACCOUNT FP


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

                     PROSPECTUS SUPPLEMENT DATED MAY 1, 1998

This supplement  updates certain  information in the prospectus you received for
your Equitable variable life insurance policy* and any prior supplements to that
prospectus.**  Capitalized  terms used in this supplement have the same meanings
as in the  prospectus.  You should keep this supplement with your prospectus and
any  previous  prospectus  supplement.  We will  send  you  another  copy of any
prospectus or supplement,  without charge, on written request.  Corporations and
other trade or business  entities that either own or have a beneficial  interest
in any life  insurance  policy  should  refer to the tax  information  contained
herein  concerning  the potential  application of new tax rules which can impact
the ability to deduct interest on borrowing unrelated to the policy.

LIMITED  OPPORTUNITY  FOR  UNRESTRICTED  TRANSFER FROM THE  GUARANTEED  INTEREST
ACCOUNT.  Your policy  permits you to transfer a limited amount of your unloaned
policy  account value out of the Guaranteed  Interest  Account within 30 days of
your policy anniversary. See THE GUARANTEED INTEREST ACCOUNT in your prospectus.
From March 16, 1998 through JULY 10, 1998 (extended  from May 15, 1998),  we are
relaxing  our policy  rules to permit  you to  transfer  any amount of  unloaned
policy account value out of the Guaranteed Interest Account to a division of the
Separate  Account  whether  or not  you  are  within  30  days  of  your  policy
anniversary.   Your   written   transfer   request   must  be  received  in  our
Administrative  Office  by JULY 10,  1998,  in order to take  advantage  of this
unrestricted  transfer  opportunity.  An  interfund  transfer  form follows this
supplement. See CHARGE FOR TRANSFERS in your prospectus. We reserve the right to
further extend this offer beyond this date without notice.

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

EQUITABLE.   The  Equitable  Life   Assurance   Society  of  the  United  States
(Equitable), a New York stock life insurance company, has been in business since
1859. We are a wholly owned  subsidiary of The Equitable Companies  Incorporated
(the Holding Company). The largest shareholder of the Holding Company is AXA-UAP
(AXA),  a French  insurance  holding  company.  As of  December  31,  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

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

**If the date of your  prospectus  is  prior  to May 1,  1997,  you  received  a
  prospectus   supplement  dated  May  1,  1997.  You  may  have  also  received
  supplements  dated May 1, 1996,  January 1, 1997 and February 28, 1998.  These
  supplements are still relevant and should be retained with your prospectus.

    Copyright 1998 The Equitable Life Assurance Society of the United States.
      All rights reserved. IL Protector(R) is a registered Service Mark of
           The Equitable Life Assurance Society of the United States.

EVM-127

<PAGE>

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,  the  variable  life  insurance  policies  listed  above  were  issued  by
Equitable's wholly owned  subsidiary,  Equitable Variable Life Insurance Company
(Equitable Variable). Equitable Variable was merged into Equitable as of January
1, 1997.

INVESTMENT  PORTFOLIOS.  As of May 1, 1998,  your  policy  offers the  following
twenty-four  investment  portfolios,  along with the guaranteed interest option.
The twenty-four investment portfolios are as follows:


<TABLE>
<CAPTION>
                                              INVESTMENT PORTFOLIOS
- -------------------------------------------------------------------------------------------------------------------
   FIXED INCOME SERIES:                           EQUITY SERIES:                         ASSET ALLOCATION SERIES:
- ---------------------------- ---------------------------------------------------------  ---------------------------
<S>                          <C>                          <C>                           <C> 
Domestic Fixed Income        Domestic Equity              International Equity          o  Alliance Conservative
- ---------------------        ---------------              --------------------             Investors
   o Alliance Money Market      o T. Rowe Price Equity       o Alliance Global          o  EQ/Putnam Balanced 
   o Alliance Intermediate        Income                     o Alliance International   o  Alliance Balanced  
     Government Securities      o EQ/Putnam Growth &         o T. Rowe Price            o  Alliance Growth    
   o Alliance Quality Bond        Income Value                 International Stock         Investors          
Aggressive Fixed Income         o Alliance Growth &          o Morgan Stanley           o  Merrill Lynch World
- -----------------------           Income                       Emerging Markets            Strategy           
   o Alliance High Yield        o Alliance Equity Index        Equity                   
                                o Merrill Lynch Basic     Aggressive Equity
                                  Value Equity            -----------------
                                o Alliance Common Stock      o Alliance Aggressive
                                o MFS Research                 Stock
                                                             o Warburg Pincus Small
                                                               Company Value
                                                             o Alliance Small Cap
                                                               Growth
                                                             o MFS Emerging Growth
                                                               Companies
</TABLE>


PERFORMANCE  INFORMATION.  If your prospectus sets forth performance information
under the heading "HUDSON RIVER TRUST RATES OF RETURN," that information and any
illustrations  of policy  values  based on such  information  are  deleted.

THE SEPARATE  ACCOUNT AND THE  TRUSTS.  The  information  relating to the Morgan
  Stanley  Emerging  Markets  Equity  Portfolio  under the  heading  "INVESTMENT
  POLICIES AND  OBJECTIVES  OF THE TRUSTS'  PORTFOLIOS"  in your  supplement  or
  prospectus dated May 1, 1997 is replaced with the following:


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                PORTFOLIO                               INVESTMENT POLICY                                OBJECTIVE
   -------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                 <C>
Morgan Stanley Emerging Markets          Primarily equity securities of emerging market      Long-term capital appreciation.
   Equity                                country 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.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


DEDUCTIONS AND CHARGES

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

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

  The Hudson  River Trust.  Effective  May 1, 1997,  a new  investment  advisory
  agreement  relating to each of the HRT portfolios was entered into between HRT
  and Alliance,  HRT's Investment Adviser. The table below, reflecting the HRT's
  estimated  expenses,  is based on information  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  on the next  page as an  annual  percentage  of each
  portfolio's daily average net assets:

                                       2


<PAGE>



<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                           1997 RESTATED FEES AND EXPENSES
                                                          ---------------------------------------------------------------------
HRT PORTFOLIO                                                 MANAGEMENT FEE         OTHER EXPENSES     TOTAL ANNUAL EXPENSES
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                    <C>                   <C>  
Alliance Money Market.....................................        0.35%                  0.04%                 0.39%
Alliance Intermediate Government Securities...............        0.50%                  0.06%                 0.56%
Alliance Quality Bond.....................................        0.53%                  0.05%                 0.58%
Alliance High Yield.......................................        0.60%                  0.04%                 0.64%
Alliance Growth & Income..................................        0.55%                  0.04%                 0.59%
Alliance Equity Index.....................................        0.32%                  0.04%                 0.36%
Alliance Common Stock.....................................        0.37%                  0.03%                 0.40%
Alliance Global...........................................        0.65%                  0.08%                 0.73%
Alliance International....................................        0.90%                  0.18%                 1.08%
Alliance Aggressive Stock.................................        0.54%                  0.03%                 0.57%
Alliance Small Cap Growth*................................        0.90%                  0.05%                 0.95%
Alliance Conservative Investors...........................        0.48%                  0.07%                 0.55%
Alliance Balanced.........................................        0.42%                  0.05%                 0.47%
Alliance Growth Investors.................................        0.52%                  0.05%                 0.57%
</TABLE>


- ------------------
* Estimated expenses. The portfolio commenced operations on May 1, 1997.

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

EQ Advisors Trust.  The EQ Advisors Trust  commenced  operations on May 1, 1997.
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:


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                            1998 ESTIMATED FEES AND EXPENSES
                                                          ---------------------------------------------------------------------
EQAT PORTFOLIO                                               MANAGEMENT          12B-1            OTHER        TOTAL ANNUAL
                                                                 FEE             FEES           EXPENSES*        EXPENSES
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>              <C>              <C>  
T. Rowe Price Equity Income...............................       0.55%            0.25%            0.05%            0.85%
EQ/Putnam Growth & Income Value...........................       0.55%            0.25%            0.05%            0.85%
Merrill Lynch Basic Value Equity..........................       0.55%            0.25%            0.05%            0.85%
MFS Research..............................................       0.55%            0.25%            0.05%            0.85%
T. Rowe Price International Stock.........................       0.75%            0.25%            0.20%            1.20%
Morgan Stanley Emerging Markets Equity**..................       1.15%            0.25%            0.35%            1.75%
Warburg Pincus Small Company Value........................       0.65%            0.25%            0.10%            1.00%
MFS Emerging Growth Companies.............................       0.55%            0.25%            0.05%            0.85%
EQ/Putnam Balanced........................................       0.55%            0.25%            0.10%            0.90%
Merrill Lynch World Strategy..............................       0.70%            0.25%            0.25%            1.20%
</TABLE>


- ------------------
 *After fee  waivers or assumptions  by EQAT's Manager pursuant to an expense
  limitation agreement. See the attached EQAT prospectus.
**Commenced operations on August 20, 1997.
- --------------------------------------------------------------------------------

INVESTMENT  PERFORMANCE.  Footnote  6  to  the  Separate  Account  FP  financial
statements  included herein contains  information  about the net return for each
Fund which  commenced  operations  prior to  December  31,  1997.  The  attached
prospectuses  for The Hudson River Trust and the EQ Advisors Trust contain rates
of return and other  portfolio  performance  information  of the Trusts  various
periods ended  December 31, 1997.  Remember,  the changes in the Policy  Account
value of your policy depend not only on the performance of the  portfolios,  but
also on the deductions and charges under your policy. To obtain the current unit
values of the Separate Account Funds, call (888) 855-5100.

The values  reported in footnote 6 for all Policies are computed using net rates
of return for the  corresponding  portfolios  of the HRT and EQAT.  The  returns
reported  in  footnote 6 for each of the policy  forms are  reduced  only by any
mortality and expense risk charge deducted from Separate Account assets.

FLEXIBLE  PREMIUMS.  Certain  of the  information  under  this  caption  in your
prospectus is amended as follows:

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 

                                       3


<PAGE>


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.

YOUR POLICY ACCOUNT VALUE

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

We  determine  unit  values  for the Funds at the end of each  business  day.  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.

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.

TAX EFFECTS. Certain of the information under the heading "Tax Effects" has been
revised as follows:

ESTATE AND GENERATION  SKIPPING TAXES. If the insured person is the policyowner,
the  death  benefit  under  the  policy  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.

The information  below generally  applies to policies issued after June 8, 1997.
However,  certain material changes to existing  policies could cause your policy
to be considered a new policy for purposes of this effective date.

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  (two,  in the case of
Survivorship 2000 policies),  and such individual(s) is (are), 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
(or,  for  Survivorship  2000,  a 20 percent  owner of such  entity and  his/her
spouse).  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 applies.

                                       4

<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.

DISTRIBUTION.   Certain  of  the   information   presented   under  the  caption
"Distribution" in your prospectus is revised as follows:

   
EQ Financial Consultants, Inc. (EQF) is the principal underwriter of the HRT and
one of the principal  underwriters of the EQAT, and is also a distributor of our
variable  life  insurance  policies  and  variable  annuity  contracts.  EQF  is
registered with the SEC as an investment  adviser under the Investment  Advisers
Act of 1940  and also is the  Manager  of the  EQAT.  EQF's  principal  business
address is 1290 Avenue of the Americas,  New York,  NY 10104.  EQF is registered
with the SEC as a broker-dealer  under the Securities Exchange Act of 1934 (1934
Act) and is a member of the National Association of Securities Dealers,  Inc. In
1996 and 1997,  EQF was paid a fee of  $325,380  annually  for its  services  as
distributor of our policies.
    

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  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.

ILLUSTRATIONS OF POLICY BENEFITS.  Certain of the information under this caption
in your prospectus is revised as follows:  The new aggregate expense  assumption
for the portfolios is 0.63% per annum (0.59% per annum for investment management
fees and 0.04% per annum for other  expenses).  The  investment  management  fee
assumption  is the average of the  advisory  fees  payable for each HRT and EQAT
Portfolio based on average net assets for 1997. The other expense  assumption is
the weighted  average of the other  expenses  (including  any  applicable  12b-1
distribution  fees) of the HRT and EQAT  Portfolios  based on average net assets
for 1997.  The  tables  under  this  caption  in your  prospectus  have not been
restated to reflect this new portfolio  expense  assumption.  For a personalized
illustration  reflecting the fees and expenses  under your policy,  contact your
Equitable agent.

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

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

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

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

                                       5


<PAGE>

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


INDEX TO FINANCIAL STATEMENTS

Report of Independent Accountants...................................      FSA-2
Financial Statements:
      Statements of Assets and Liabilities, December 31, 1997.......      FSA-3
      Statements of Operations for the Years Ended 
        December 31, 1997, 1996 and 1995............................      FSA-5
      Statements of Changes in Net Assets for the Years Ended 
        December 31, 1997, 1996 and 1995............................     FSA-11
      Notes to Financial Statements.................................     FSA-17


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>

<S>                                                                                                                        <C>
Report of Independent Accountants..................................................................................        F-1
Consolidated Financial Statements:
      Consolidated Balance Sheets, December 31, 1997 and 1996.........................................................     F-2
      Consolidated Statements of Earnings, Years Ended December 31, 1997, 1996 and 1995...............................     F-3
      Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1997,
        1996 and 1995.................................................................................................     F-4
      Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1996 and 1995.............................     F-5
      Notes to Consolidated Financial Statements......................................................................     F-6
</TABLE>




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

                                     FSA-1
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance Intermediate Government Securities Fund, Alliance Quality Bond Fund,
Alliance High Yield Fund, T. Rowe Price Equity Income Fund, EQ/Putnam Growth and
Income Value Fund, Alliance Growth & Income Fund, Alliance Equity Index Fund,
Merrill Lynch Basic Value Equity Fund, Alliance Common Stock Fund, MFS Research
Fund, Alliance Global Fund, Alliance International Fund, T. Rowe Price
International Stock Fund, Morgan Stanley Emerging Markets Equity Fund, Alliance
Aggressive Stock Fund, Warburg Pincus (SM)all Company Value Fund, Alliance Small
Cap Growth Fund, MFS Emerging Growth Companies Fund, Alliance Conservative
Investors Fund, EQ/Putnam Balanced Fund, Alliance Growth Investors Fund,
Alliance Balanced Fund, and Merrill Lynch World Strategy Fund, separate
investment funds of The Equitable Life Assurance Society of the United States
("Equitable Life") Separate Account FP (formerly Equitable Variable Life
Insurance Company Separate Account FP) at December 31, 1997 and the results of
each of their operations and changes in each of their net assets for the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of Equitable Life's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of shares owned in The
Hudson River Trust and in The EQ Advisors Trust at December 31, 1997 with the
transfer agent, provide a reasonable basis for the opinion expressed above. The
rates of return information presented in Note 6 for the year ended December 31,
1992, and for each of the periods indicated prior thereto, were audited by other
independent accountants whose report dated February 16, 1993 expressed an
unqualified opinion on the financial statements containing such information.





/s/ Price Waterhouse  LLP
- ------------------------------
    Price Waterhouse  LLP
    New York, New York
    February 10, 1998

                                     FSA-2

<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                       FIXED INCOME SERIES:                                EQUITY SERIES
                              -----------------------------------------------------------------   ------------------------------

                                                   ALLIANCE                                          T. ROWE
                                  ALLIANCE       INTERMEDIATE      ALLIANCE         ALLIANCE          Price         EQ/Putnam
                                    MONEY         GOVERNMENT        QUALITY           HIGH            Equity         Growth &
                                   MARKET         SECURITIES         BOND             YIELD           Income         Income
                                    FUND             FUND            FUND             FUND             Fund         Value Fund
                              ---------------  -------------  ----------------  ---------------   --------------  --------------
<S>                              <C>             <C>             <C>             <C>                 <C>             <C>
ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
   Cost:  $  184,556,028.......  $185,360,377
              58,134,976.......                  $59,003,029
             153,361,136.......                                  $155,756,854
             154,768,802.......                                                  $163,391,638
              17,983,654.......                                                                      $19,057,202
               6,789,522.......                                                                                      $7,059,083
              75,515,846.......
             177,456,804.......
               6,893,358.......
           1,636,078,781.......
               9,515,046.......
             385,210,185.......
Receivable for Trust shares
   sold........................            --             --               --               --                --             --
Receivable for policy-
   related transactions........     5,055,238             --            8,175          434,562            75,365         21,535

Total Assets...................   190,415,615     59,003,029      155,765,029      163,826,200        19,132,567      7,080,618

LIABILITIES
Payable for Trust shares
   purchased...................     4,662,684         42,271            2,592          485,203            75,639         21,550
Payable for policy-
   related transactions........            --        252,530               --               --                --             --
Amount retained by
   Equitable Life
   in Separate Account
   FP (Note 4).................       673,129        590,435          621,951          962,628         1,593,864      1,394,706

Total Liabilities..............     5,335,813        885,236          624,543        1,447,831         1,669,503      1,416,256

NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.............  $185,079,802    $58,117,793     $155,140,486     $162,378,369       $17,463,064     $5,664,362
                                 ============    ===========     ============     ============       ===========     ==========


                                                          EQUITY SERIES (CONTINUED):
                              ----------------------------------------------------------------------------------------------

                                                                  MERRILL
                                ALLIANCE        ALLIANCE       LYNCH BASIC      ALLIANCE
                                GROWTH &         EQUITY           VALUE          COMMON            MFS           ALLIANCE
                                INCOME            INDEX           EQUITY         STOCK          RESEARCH         GLOBAL
                                  FUND            FUND             FUND           FUND            FUND            FUND
                              -------------  ---------------  -------------- --------------   -------------  ---------------
<S>                              <C>            <C>              <C>             <C>               <C>            <C>
ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
   Cost:  $  184,556,028.......
              58,134,976.......
             153,361,136.......
             154,768,802.......
              17,983,654.......
               6,789,522.......
              75,515,846.......   $88,537,449
             177,456,804.......                  $240,512,230
               6,893,358.......                                   $7,028,361
           1,636,078,781.......                                                   $2,203,309,790
               9,515,046.......                                                                     $9,764,428
             385,210,185.......                                                                                    $431,323,374
Receivable for Trust shares
   sold........................           --               --             --                 --             --               --
Receivable for policy-
   related transactions........      298,194          507,189          6,797         13,645,121          5,623          317,454

Total Assets...................   88,835,643      241,019,419      7,035,158      2,216,954,911      9,770,051      431,640,828

LIABILITIES
Payable for Trust shares
   purchased...................      302,975          559,374          6,704         14,239,272         17,192           39,330
Payable for policy-
   related transactions........           --               --             --                 --             --               --
Amount retained by
   Equitable Life
   in Separate Account
   FP (Note 4).................      685,873          527,959      1,407,017          1,870,999      2,324,830          851,192

Total Liabilities..............      988,848        1,087,333      1,413,721         16,110,271      2,342,022          890,522

NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.............  $87,846,795     $239,932,086     $5,621,437     $2,200,844,640     $7,428,029     $430,750,306
                                 ===========     ============     ==========     ==============     ==========     ============
</TABLE>


See Notes to Financial Statements...
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
 FP.

                                     FSA-3
<PAGE>


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

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                            EQUITY SERIES (CONTINUED):
                                 -------------------------------------------------------------------------------------------------

                                                                     MORGAN
                                                                    STANLEY                           WARBURG
                                                     T. ROWE        EMERGING        ALLIANCE          PINCUS          ALLIANCE
                                    ALLIANCE          PRICE         MARKETS        AGGRESSIVE          SMALL          SMALL CAP
                                 INTERNATIONAL    INTERNATIONAL      EQUITY          STOCK            COMPANY          GROWTH
                                      FUND         STOCK FUND         FUND            FUND           VALUE FUND         FUND
                                 ---------------  --------------  -------------  ----------------  --------------  ---------------
<S>                                   <C>             <C>             <C>             <C>              <C>              <C>
ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
   Cost:  $   48,890,465............  $46,096,631
              18,857,986............                  $18,037,268
               6,828,909............                                 $5,749,521
             925,922,491............                                                  $958,618,111
              25,268,810............                                                                   $25,040,101
              23,177,804............                                                                                    $23,949,616
              12,690,330............
             166,060,131............
               3,688,652............
             708,290,860............
             371,159,172............
               3,717,560............
Receivable for Trust shares
   sold.............................           --         178,837          5,207        10,800,745              --        4,071,394
Receivable for policy-
   related transactions.............       50,805              --             --                --         119,558               --

Total Assets........................   46,147,436      18,216,105      5,754,728       969,418,856      25,159,659       28,021,010

LIABILITIES
Payable for Trust shares
   purchased........................       15,821              --             --                --         133,511               --
Payable for policy-
   related transactions.............           --         177,631         33,971        11,111,927              --        4,123,081
Amount retained by
   Equitable Life
   in Separate Account
   FP (Note 4)......................      281,133       3,946,795      3,193,381         1,266,499         725,974        1,532,066

Total Liabilities...................      296,954       4,124,426      3,227,352        12,378,426         859,485        5,655,147

NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS..................  $45,850,482     $14,091,679     $2,527,376      $957,040,430     $24,300,174      $22,365,863
                                      ===========     ===========     ==========      ============     ===========      ===========

<CAPTION>
                                    EQUITY
                                    SERIES
                                  (CONTINUED):                              ASSET ALLOCATION SERIES:
                                 --------------   ----------------------------------------------------------------------------------


                                                                                                                         MERRILL
                                  MFS EMERGING       ALLIANCE           EQ/           ALLIANCE                            LYNCH
                                    GROWTH         CONSERVATIVE        PUTNAM          GROWTH           ALLIANCE          WORLD
                                   COMPANIES         INVESTORS        BALANCED        INVESTORS         BALANCED        STRATEGY
                                     FUND              FUND             FUND            FUND              FUND             FUND
                                 --------------   ----------------  -------------  ----------------  ---------------  --------------
ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
<S>                                <C>               <C>              <C>              <C>             <C>               <C>
   Cost:  $   48,890,465.......
              18,857,986.......
               6,828,909.......
             925,922,491.......
              25,268,810.......
              23,177,804.......
              12,690,330.......    $12,861,650
             166,060,131.......                      $182,288,276
               3,688,652.......                                       $3,958,884
             708,290,860.......                                                       $823,347,501
             371,159,172.......                                                                        $432,037,458
               3,717,560.......                                                                                          $3,679,634
Receivable for Trust shares
   sold........................             --                 --             --                --               --          55,547
Receivable for policy-
   related transactions........         27,498             73,209         11,388           110,150               --              --

Total Assets...................     12,889,148        182,361,485      3,970,272       823,457,651      432,037,458       3,735,181

LIABILITIES
Payable for Trust shares
   purchased...................         59,447             17,478         11,906           157,733           23,444              --
Payable for policy-
   related transactions........             --                 --             --                --          112,068          55,536
Amount retained by
   Equitable Life
   in Separate Account
   FP (Note 4).................      2,454,147            684,710      2,290,579           636,188          742,210       2,094,918

Total Liabilities..............      2,513,594            702,188      2,302,485           793,921          877,722       2,150,454

NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.............    $10,375,554       $181,659,297     $1,667,787      $822,663,730     $431,159,736      $1,584,727
                                   ===========       ============     ==========      ============     ============      ==========
</TABLE>

See Notes to Financial Statements...
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                     FSA-4


<PAGE>


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

STATEMENTS OF OPERATIONS
FOR  THE YEARS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                                                         FIXED INCOME SERIES:
                                                         ---------------------------------------------------------------------------
                                                                    ALLIANCE MONEY                  ALLIANCE INTERMEDIATE GOVERNMENT
                                                                      MARKET FUND                          SECURITIES FUND
                                                         ------------------------------------   ------------------------------------

                                                           1997          1996         1995         1997         1996         1995
                                                         ----------   ----------   ----------   ----------   ----------   ----------

INCOME AND EXPENSES:
<S>                                                     <C>          <C>          <C>          <C>          <C>          <C>
 Investment Income (Note 2):
  Dividends from the Trusts...........................  $9,754,675   $9,126,793   $9,225,401   $2,914,613   $2,367,498   $2,010,283

  Expenses (Note 3):
  Mortality and expense risk charges..................   1,101,168    1,025,149      954,556      282,422      245,038      197,721
                                                        ----------   ----------   ----------   ----------   ----------   ----------

NET INVESTMENT INCOME.................................   8,653,507    8,101,644    8,270,845    2,632,191    2,122,460    1,812,562
                                                        ----------   ----------   ----------   ----------   ----------   ----------

REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS (Note 2):
  Realized gain (loss) on investments.................    (513,800)   (110,954)     (432,347)     (95,509)    (490,315)    (810,768)
  Realized gain distribution from
    the Trusts........................................      13,435           --           --           --           --           --
                                                        ----------   ----------   ----------   ----------   ----------   ----------

NET REALIZED GAIN (LOSS)..............................    (500,365)    (110,954)    (432,347)     (95,509)    (490,315)    (810,768)

 Unrealized appreciation /(depreciation) on investments:
  Beginning of period.................................      24,023       89,976       32,760     (141,479)     145,522   (2,736,863)
  End of period.......................................     804,349       24,023       89,976      868,053     (141,479)     145,522
                                                        ----------   ----------   ----------   ----------   ----------   ----------

 Change in unrealized appreciation / (depreciation)
  during the period...................................     780,326      (65,953)      57,216    1,009,532     (287,001)   2,882,385
                                                        ----------   ----------   ----------   ----------   ----------   ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS.......................................
                                                           279,961     (176,907)    (375,131)     914,023     (777,316)   2,071,617
                                                        ==========   ==========   ==========   ==========   ==========   ==========
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS....................................  $8,933,468   $7,924,737   $7,895,714   $3,546,214   $1,345,144   $3,884,179
                                                        ==========   ==========   ==========   ==========   ==========   ==========

<CAPTION>

                                                               FIXED INCOME SERIES (CONTINUED):
                                                           ---------------------------------------
                                                                     ALLIANCE QUALITY
                                                                         BOND FUND
                                                           -------------------------------------

                                                               1997         1996          1995
                                                           ----------   ----------   -----------

INCOME AND EXPENSES:
<S>                                                        <C>           <C>          <C>
 Investment Income (Note 2):
   Dividends from the Trusts.............................  $ 8,869,740   $8,972,983   $ 7,958,285

   Expenses (Note 3):
   Mortality and expense risk charges....................      845,069      869,312       767,627
                                                           -----------   ----------   -----------

NET INVESTMENT INCOME....................................    8,024,671    8,103,671     7,190,658
                                                           -----------   ----------   -----------

REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS (Note 2):
  Realized gain (loss) on investments....................    (504,580)   (1,130,915)     (632,666)
  Realized gain distribution from
    the Trusts...........................................          --            --            --
                                                          -----------    ----------   -----------

NET REALIZED GAIN (LOSS).................................    (504,580)   (1,130,915)     (632,666)

 Unrealized appreciation / (depreciation) on investments:
  Beginning of period....................................  (1,961,822)   (2,105,676)  (15,521,200)
  End of period..........................................   2,395,718    (1,961,822)   (2,105,676)
                                                          -----------    ----------   -----------

 Change in unrealized appreciation / (depreciation)
  during the period......................................   4,357,540       143,854    13,415,524
                                                          -----------    ----------   -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS..........................................   3,852,960      (987,061)   12,782,858
                                                          ===========    ==========   ===========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS......................................  $11,877,631    $7,116,610   $19,973,516
                                                          ===========    ==========   ===========
</TABLE>

See Notes to Financial Statements.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.
                                     FSA-5

<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                      FIXED INCOME SERIES (CONTINUED):
                                                                   -------------------------------------

                                                                                 ALLIANCE
                                                                                HIGH YIELD
                                                                                  FUND
                                                                  --------------------------------------
                                                                      1997         1996         1995
                                                                  -----------  -----------   -----------

INCOME AND EXPENSES:
<S>                                                               <C>          <C>           <C>
   Investment Income (Note 2):
      Dividends from the Trusts.................................  $12,918,934  $ 8,696,039   $ 6,518,568

   Expenses (Note 3):
      Mortality and expense risk charges........................      789,982      518,429       371,369
                                                                  -----------  -----------   -----------

NET INVESTMENT INCOME...........................................   12,128,952    8,177,610     6,147,199
                                                                  -----------  -----------   -----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.......................      936,554      939,559      (179,454)
      Realized gain distribution from
         the Trusts.............................................    6,365,633    6,119,053            --
                                                                  -----------  -----------   -----------

NET REALIZED GAIN (LOSS)........................................    7,302,187    7,058,612      (179,454)

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period.......................................    5,664,824    3,823,981      (873,103)
      End of period.............................................    8,622,836    5,664,824     3,823,981
                                                                  -----------  -----------   -----------

   Change in unrealized appreciation / (depreciation)
      during the period.........................................    2,958,012    1,840,843     4,697,084
                                                                  -----------  -----------   -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS...............................................   10,260,199    8,899,455     4,517,630
                                                                  ===========  ===========   ===========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS..............................................  $22,389,151  $17,077,065   $10,664,829
                                                                  ===========  ===========   ===========


<CAPTION>

                                                                                      EQUITY SERIES:
                                                               ----------------------------------------------------------------
                                                                  T. ROWE     EQ/PUTNAM
                                                               PRICE EQUITY    GROWTH &                 ALLIANCE
                                                                  INCOME     INCOME VALUE           GROWTH & INCOME
                                                                   FUND         FUND                     FUND
                                                               -----------   ----------  --------------------------------------
                                                                  1997*        1997*        1997         1996          1995
                                                                ---------    --------    -----------  -----------  -----------

INCOME AND EXPENSES:
<S>                                                            <C>           <C>         <C>           <C>         <C>
   Investment Income (Note 2):
      Dividends from the Trusts............................    $  145,613    $ 33,273    $   636,335   $  525,200  $  380,677

   Expenses (Note 3):
      Mortality and expense risk charges...................        29,706       9,655        358,997      155,175      69,716
                                                               ----------    --------    -----------   ----------  ----------

NET INVESTMENT INCOME......................................       115,907      23,618        277,338      370,025     310,961
                                                               ----------    --------    -----------   ----------  ----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments..................        56,634       1,078        530,421        5,198       2,791
      Realized gain distribution from
         the Trusts........................................        53,840      27,226      5,006,247    1,943,415          --
                                                               ----------    --------    -----------   ----------  ----------

NET REALIZED GAIN (LOSS)...................................       110,474      28,304      5,536,668    1,948,613       2,791

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period..................................            --          --      5,074,338    2,123,346    (141,585)
      End of period........................................     1,073,548     269,561     13,021,603    5,074,338   2,123,346
                                                               ----------    --------    -----------   ----------  ----------

   Change in unrealized appreciation / (depreciation)
      during the period....................................     1,073,548     269,561      7,947,265    2,950,992   2,264,931
                                                               ----------    --------    -----------   ----------  ----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..........................................     1,184,022     297,865     13,483,933    4,899,605   2,267,722
                                                               ==========    ========    ===========   ==========  ==========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.........................................    $1,299,929    $321,483    $13,761,271   $5,269,630  $2,578,683
                                                               ==========    ========    ===========   ==========  ==========
</TABLE>


See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                    FSA-6
<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                                            EQUITY SERIES (CONTINUED):
                                                                          ----------------------------------------------------

                                                                                        ALLIANCE                 MERRILL LYNCH
                                                                                      EQUITY INDEX                BASIC VALUE
                                                                                         FUND                     EQUITY FUND
                                                                          -------------------------------------- ------------
                                                                              1997        1996         1995          1997*
                                                                          ----------- ------------  -----------    --------
INCOME AND EXPENSES:
<S>                                                                       <C>          <C>          <C>            <C>
   Investment Income (Note 2):
      Dividends from the Trusts....................................       $ 2,610,223  $ 1,751,848  $   964,775    $ 35,810

   Expenses (Note 3):
      Mortality and expense risk charges...........................           977,620      605,961      289,199       9,349
                                                                          -----------  -----------  -----------    --------

NET INVESTMENT INCOME (LOSS).......................................         1,632,603    1,145,887      675,576      26,461
                                                                          -----------  -----------  -----------    --------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments..........................          (414,497)   8,013,073        3,060       6,656
      Realized gain distribution from
         the Trusts................................................           850,437    3,889,944      536,890      33,738
                                                                          -----------  -----------  -----------    --------

NET REALIZED GAIN (LOSS)...........................................           435,940   11,903,017      539,950      40,394

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period..........................................        21,448,224   12,451,765     (399,286)         --
      End of period................................................        63,055,426   21,448,224   12,451,765     135,003
                                                                          -----------  -----------  -----------    --------

   Change in unrealized appreciation / (depreciation)
      during the period............................................        41,607,202    8,996,459   12,851,051     135,003
                                                                          -----------  -----------  -----------    --------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..................................................        42,043,142   20,899,476   13,391,001     175,397
                                                                          ===========  ===========  ===========    ========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.................................................       $43,675,745  $22,045,363  $14,066,577    $201,858
                                                                          ===========  ===========  ===========    ========


<CAPTION>
                                                                                            EQUITY SERIES (CONTINUED):
                                                                          ----------------------------------------------------

                                                                                           ALLIANCE                      MFS
                                                                                         COMMON STOCK                 RESEARCH
                                                                                            FUND                        FUND
                                                                          ----------------------------------------    --------
                                                                              1997          1996          1995          1997*
                                                                          ------------  ------------  ------------    --------
INCOME AND EXPENSES:
<S>                                                                       <C>           <C>           <C>             <C>
   Investment Income (Note 2):
      Dividends from the Trusts....................................       $ 10,668,337  $ 11,773,551  $ 14,259,262    $ 20,442

   Expenses (Note 3):
      Mortality and expense risk charges...........................         11,435,936     8,267,795     6,050,368      13,127
                                                                          ------------  ------------  ------------    --------

NET INVESTMENT INCOME (LOSS).......................................           (767,599)    3,505,756     8,208,894       7,315
                                                                          ------------  ------------  ------------    --------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments..........................         53,841,049    30,128,838    16,793,683       6,989
      Realized gain distribution from
         the Trusts................................................        164,814,473   157,423,606    63,838,178      81,156
                                                                          ------------  ------------  ------------    --------

NET REALIZED GAIN (LOSS)...........................................        218,655,522   187,552,444    80,631,861      88,145

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period..........................................        294,432,897   181,824,279    (2,048,649          --
      End of period................................................        567,231,009   294,432,897   181,824,279     249,382
                                                                          ------------  ------------  ------------    --------

   Change in unrealized appreciation / (depreciation)
      during the period............................................        272,798,112   112,608,618   183,872,928     249,382
                                                                          ------------  ------------  ------------    --------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..................................................        491,453,634   300,161,062   264,504,789     337,527
                                                                          ============  ============  ============    ========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.................................................       $490,686,035  $303,666,818  $272,713,683    $344,842
                                                                          ============  ============  ============    ========
</TABLE>



See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                     FSA-7

<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                                  EQUITY SERIES (CONTINUED):
                                                                           ----------------------------------------

                                                                                           ALLIANCE
                                                                                            GLOBAL
                                                                                             FUND
                                                                           ---------------------------------------
                                                                               1997          1996          1995
                                                                           -----------   -----------   -----------

INCOME AND EXPENSES:
<S>                                                                        <C>           <C>           <C>
   Investment Income (Note 2):
      Dividends from the Trusts....................................        $ 8,803,070   $ 7,019,392   $ 5,152,442

   Expenses (Note 3):
      Mortality and expense risk charges...........................          2,805,310     2,314,066     1,743,898
                                                                           -----------   -----------   -----------

NET INVESTMENT INCOME (LOSS).......................................          5,997,760     4,705,326     3,408,544
                                                                           -----------   -----------   -----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments..........................         30,411,238     4,971,547     3,049,444
      Realized gain distribution from
         the Trusts................................................         26,426,403    18,802,992     9,214,950
                                                                           -----------   -----------   -----------

NET REALIZED GAIN (LOSS)...........................................         56,837,641    23,774,539    12,264,394

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period..........................................         58,618,054    36,525,596     3,130,280
      End of period................................................         46,113,189    58,618,054    36,525,596
                                                                           -----------   -----------   -----------

   Change in unrealized appreciation / (depreciation)
      during the period............................................        (12,504,865)   22,092,458    33,395,316
                                                                           -----------   -----------   -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..................................................         44,332,776    45,866,997    45,659,710
                                                                           ===========   ===========   ===========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.................................................        $50,330,536   $50,572,323   $49,068,254
                                                                           ===========   ===========   ===========




<CAPTION>
                                                                                    EQUITY SERIES (CONTINUED):
                                                                  -----------------------------------------------------------------
                                                                                ALLIANCE              T. ROWE PRICE    EMERGING
                                                                              INTERNATIONAL           INTERNATIONAL     MARKETS
                                                                                  FUND                 STOCK FUND     EQUITY FUND
                                                                  -----------------------------------   -----------  --------------
                                                                      1997        1996       1995**        1997*         1997***
                                                                  -----------   ---------   ---------   -----------  --------------

INCOME AND EXPENSES:
<S>                                                               <C>           <C>          <C>         <C>          <C>
   Investment Income (Note 2):
      Dividends from the Trusts................................   $ 1,386,732   $  575,524   $195,500    $   2,393    $    16,623

   Expenses (Note 3):
      Mortality and expense risk charges.......................       297,278      164,149     36,471       26,332          2,862
                                                                  -----------   ----------   --------    ---------    -----------

NET INVESTMENT INCOME (LOSS)...................................     1,089,454      411,375    159,029      (23,939)        13,761
                                                                  -----------   ----------   --------    ---------    -----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments......................       (57,635)     (28,490)      (790)     (50,331)       (14,566)
      Realized gain distribution from
         the Trusts............................................     2,325,403      737,771     51,741           --            --
                                                                  -----------    ---------   --------   ----------     ----------

NET REALIZED GAIN (LOSS).......................................     2,267,768      709,281     50,951      (50,331)       (14,566)

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period......................................     1,857,793      667,906         --           --             --
      End of period............................................    (2,793,834)   1,857,793    667,906     (820,718)    (1,079,388)
                                                                  -----------   ----------   --------    ---------    -----------

   Change in unrealized appreciation / (depreciation)
      during the period........................................    (4,651,627)   1,189,887    667,906     (820,718)    (1,079,388)
                                                                  -----------   ----------   --------    ---------    -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..............................................    (2,383,859)   1,899,168    718,857     (871,049)    (1,093,954)
                                                                  ===========   ==========   ========    =========    ===========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.............................................   $(1,294,405)  $2,310,543   $877,886    $(894,988)   $(1,080,193)
                                                                  ===========   ==========   ========    =========    ===========
</TABLE>

See Notes to Financial Statements.

  *  Commencement of Operations on May 1, 1997.
 **  Commencement of Operations on April 3, 1995.
***  Commencement of Operations on August 20, 1997.
+   Formerly known as Equitable Variable Life Insurance Company Separate Account
    FP.

                                     FSA-8
<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                                        EQUITY SERIES (CONTINUED):
                                                                        -------------------------------------------------------
                                                                                                                      WARBURG
                                                                                                                       PINCUS
                                                                                         ALLIANCE                      SMALL
                                                                                     AGGRESSIVE STOCK                 COMPANY
                                                                                           FUND                     VALUE FUND
                                                                        ----------------------------------------   ------------
                                                                            1997          1996          1995           1997*
                                                                        -----------   ------------  ------------   ------------

INCOME AND EXPENSES:
<S>                                                                    <C>            <C>           <C>            <C>
   Investment Income (Note 2):

      Dividends from the Trusts......................................  $  1,311,613   $  1,661,263  $  1,268,689   $  21,651

   Expenses (Note 3):
      Mortality and expense risk charges.............................     5,299,127      4,086,388     2,702,978      44,889
                                                                       ------------   ------------  ------------   ---------

NET INVESTMENT INCOME (LOSS).........................................    (3,987,514)    (2,425,125)   (1,434,289)    (23,238)
                                                                       ------------   ------------  ------------   ---------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments............................    28,217,939     30,549,608    11,560,966      29,803
      Realized gain distribution from
         the Trusts..................................................    79,729,154    133,080,595    61,903,470     110,391
                                                                       ------------   ------------  ------------   ---------

NET REALIZED GAIN (LOSS).............................................   107,947,093    163,630,203    73,464,436     140,194

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period............................................    46,617,235     80,271,118    30,761,318          --
      End of period..................................................    32,695,620     46,617,235    80,271,118    (228,709)
                                                                       ------------   ------------  ------------   ---------

   Change in unrealized appreciation / (depreciation)
      during the period..............................................   (13,921,615)   (33,653,883)   49,509,800    (228,709)
                                                                       ------------   ------------  ------------   ---------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS....................................................    94,025,478    129,976,320   122,974,236     (88,515)
                                                                       ============   ============  ============   =========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS...................................................  $ 90,037,964   $127,551,195  $121,539,947   $(111,753)
                                                                       ============   ============  ============   =========

<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):           ASSET ALLOCATION SERIES:
                                                                  -------------------------   -------------------------------------
                                                                    ALLIANCE   MFS
                                                                     SMALL   EMERGING
                                                                      CAP     GROWTH                    ALLIANCE
                                                                    GROWTH   COMPANIES          CONSERVATIVE INVESTORS
                                                                     FUND      FUND                      FUND
                                                                   --------  --------         -------------------------------------
                                                                    1997*      1997*             1997          1996         1995
                                                                  --------   --------         -----------  -----------  -----------
INCOME AND EXPENSES:
<S>                                                               <C>        <C>              <C>          <C>          <C>
   Investment Income (Note 2):

      Dividends from the Trusts.................................  $  4,189   $ 24,358         $ 7,217,860  $ 7,737,745  $ 8,169,109

   Expenses (Note 3):
      Mortality and expense risk charges........................    41,540     18,835           1,066,078    1,046,858      921,294
                                                                  --------   --------         -----------  -----------  -----------

NET INVESTMENT INCOME (LOSS)....................................   (37,351)     5,523           6,151,782    6,690,887    7,247,815
                                                                  --------   --------         -----------  -----------  -----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.......................  (609,208)   161,034             818,458     (752,434)    (378,551)
      Realized gain distribution from
         the Trusts.............................................   545,833    296,998           5,486,742    4,429,977    1,068,272
                                                                  --------   --------         -----------  -----------  -----------

NET REALIZED GAIN (LOSS)........................................   (63,375)   458,032           6,305,200    3,677,543      689,721

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period.......................................        --         --           7,700,135   10,362,120   (8,767,697)
      End of period.............................................   771,812    171,320          16,228,145    7,700,135   10,362,120
                                                                  --------   --------         -----------  -----------  -----------

   Change in unrealized appreciation / (depreciation)
      during the period.........................................   771,812    171,320           8,528,010   (2,661,985)  19,129,817
                                                                  --------   --------         -----------  -----------  -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS...............................................   708,437    629,352          14,833,210    1,015,558   19,819,538
                                                                  ========   ========         ===========  ===========  ===========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS..............................................  $671,086   $634,875         $20,984,992  $ 7,706,445  $27,067,353
                                                                  ========   ========         ===========  ===========  ===========

</TABLE>

See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.
                                     FSA-9
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                                           ASSET ALLOCATION SERIES (CONTINUED):
                                                                ------------------------------------------------------
                                                                   EQ/
                                                                  PUTNAM                     ALLIANCE
                                                                 BALANCED                GROWTH INVESTORS
                                                                   FUND                        FUND
                                                                ---------   ------------------------------------------
                                                                   1997*        1997           1996           1995
                                                                ---------   ------------   ------------   ------------
INCOME AND EXPENSES:
<S>                                                             <C>         <C>            <C>            <C>
   Investment Income (Note 2):
      Dividends from the Trusts..............................   $ 46,468    $ 19,280,574   $ 15,504,412   $ 15,855,901

   Expenses (Note 3):
      Mortality and expense risk charges.....................      2,741       4,570,289      3,746,683      2,796,354
                                                                --------    ------------   ------------   ------------

NET INVESTMENT INCOME........................................     43,727      14,710,285     11,757,729     13,059,547
                                                                --------    ------------   ------------   ------------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments....................        561      10,531,767      1,799,247      1,752,185
      Realized gain distribution from
         the Trusts..........................................     31,119      42,780,443     73,474,967      7,421,853
                                                                --------    ------------   ------------   ------------

NET REALIZED GAIN (LOSS).....................................     31,680      53,312,210     75,274,214      9,174,038

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period....................................         --      67,150,693     81,785,873       (770,693)
      End of period..........................................    270,232     115,056,641     67,150,693     81,785,873
                                                                --------    ------------   ------------   ------------

   Change in unrealized appreciation / (depreciation)
      during the period......................................    270,232      47,905,948    (14,635,180)    82,556,566
                                                                --------    ------------   ------------   ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS............................................    301,912     101,218,158     60,639,034     91,730,604
                                                                ========    ============   ============   ============

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS...........................................   $345,639    $115,928,443   $ 72,396,763   $104,790,151
                                                                ========    ============   ============   ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                     ASSET ALLOCATION SERIES (CONTINUED):
                                                                           -----------------------------------------------------
                                                                                                                       MERRILL
                                                                                                                        LYNCH
                                                                                           ALLIANCE                     WORLD
                                                                                           BALANCED                    STRATEGY
                                                                                             FUND                        FUND
                                                                           ---------------------------------------     --------
                                                                               1997          1996         1995           1997*
                                                                           -----------   -----------   -----------     --------
INCOME AND EXPENSES:
<S>                                                                        <C>           <C>           <C>             <C>
   Investment Income (Note 2):
      Dividends from the Trusts......................................      $13,756,520   $13,094,730   $12,276,328     $ 17,124

   Expenses (Note 3):
      Mortality and expense risk charges.............................        2,544,300     2,490,188     2,237,982        2,678
                                                                           -----------   -----------   -----------     --------

NET INVESTMENT INCOME................................................       11,212,220    10,604,542    10,038,346       14,446
                                                                           -----------   -----------   -----------     --------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments............................        5,910,524      (873,535)   (2,466,524)      (3,626)
      Realized gain distribution from
         the Trusts..................................................       21,117,088    34,113,772    10,894,130       38,995
                                                                           -----------   -----------   -----------     --------

NET REALIZED GAIN (LOSS).............................................       27,027,612    33,240,237     8,427,606       35,369

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period............................................       42,382,824    43,097,187    (2,878,875)          --
      End of period..................................................       60,878,286    42,382,824    43,097,187      (37,926)
                                                                           -----------   -----------   -----------     --------

   Change in unrealized appreciation / (depreciation)
      during the period..............................................       18,495,462      (714,36)    45,976,062      (37,926)
                                                                           -----------   -----------   -----------     --------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS....................................................       45,523,074    32,525,874    54,403,668       (2,557)
                                                                           ===========   ===========   ===========     ========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS...................................................      $56,735,294   $43,130,416   $64,442,014     $ 11,889
                                                                           ===========   ===========   ===========     ========
</TABLE>

See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account 
  FP.

                                     FSA-10
<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                              FIXED INCOME SERIES:
                                                ------------------------------------------------------------------------------------

                                                             ALLIANCE MONEY                    ALLIANCE INTERMEDIATE GOVERNMENT
                                                              MARKET FUND                               SECURITIES FUND
                                                -----------------------------------------   -------------------------------------

                                                    1997           1996          1995          1997          1996        1995
                                                ------------   ------------  ------------   -----------  -----------  -----------

INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
<S>                                             <C>            <C>           <C>            <C>          <C>          <C>
   Net investment income.....................   $  8,653,507   $  8,101,644  $  8,270,845   $ 2,632,191  $ 2,122,460  $ 1,812,562
   Net realized gain (loss)..................       (500,365)      (110,954)     (432,347)      (95,509)    (490,315)    (810,768)
   Change in unrealized appreciation /
      (depreciation) on investments..........        780,326        (65,953)       57,216     1,009,532     (287,001)   2,882,385
                                                ------------   ------------  ------------  ------------  -----------  -----------

   Net increase (decrease) in net assets
      from operations........................      8,933,468      7,924,737     7,895,714     3,546,214    1,345,144    3,884,179
                                                ------------   ------------  ------------   -----------  -----------  -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).....................    234,059,930    101,890,108    96,773,056     8,749,531   10,397,104   11,016,347
   Benefits and other policy-related
      transactions (Note 3)..................    (40,687,124)   (38,404,209)  (39,770,849)   (5,971,751)  (7,387,385)  (6,286,070)
   Net transfers among funds.................   (259,049,840)   (36,607,946)    4,776,165     7,704,724    2,645,675      953,149
                                                ------------   ------------  ------------   -----------  -----------  -----------

   Net increase (decrease) in net assets
      from policy-related transactions.......    (65,677,034)    26,877,953    61,778,372    10,482,504    5,655,394    5,683,426
                                                ------------   ------------  ------------   -----------  -----------  -----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)..............        (49,726)       (63,127)      (36,640)      (38,337)     (22,170)     (72,636)
                                                ------------   ------------  ------------   -----------  -----------  -----------

INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABL
   TO POLICYOWNERS...........................    (56,793,292)    34,739,563    69,637,446    13,990,381    6,978,368    9,494,969
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD.......................    241,873,094    207,133,531   137,496,085    44,127,412   37,149,044   27,654,075
                                                ============   ============  ============   ===========  ===========  ===========

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END
   OF PERIOD.................................   $185,079,802   $241,873,094  $207,133,531   $58,117,793  $44,127,412  $37,149,044
                                                ============   ============  ============   ===========  ===========  ===========
</TABLE>


<TABLE>
<CAPTION>
                                                      FIXED INCOME SERIES (CONTINUED):
                                                ------------------------------------------
                                                              ALLIANCE QUALITY
                                                                  BOND FUND
                                                ------------------------------------------
                                                    1997           1996           1995
                                                ------------   ------------   ------------

INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
<S>                                             <C>            <C>            <C>
   Net investment income.....................   $  8,024,671   $  8,103,671   $  7,190,658
   Net realized gain (loss)..................       (504,580)    (1,130,915)      (632,666)
   Change in unrealized appreciation /
      (depreciation) on investments..........      4,357,540        143,854     13,415,524
                                                ------------   ------------   ------------

   Net increase (decrease) in net assets
      from operations........................     11,877,631      7,116,610     19,973,516
                                                ------------   ------------   ------------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).....................      8,423,097      5,753,712      2,516,135
   Benefits and other policy-related
      transactions (Note 3)..................     (3,002,993)   (32,021,058)    (3,189,044)
   Net transfers among funds.................     12,678,032      6,117,471      2,462,969
                                                ------------   ------------   ------------

   Net increase (decrease) in net assets
      from policy-related transactions.......     18,098,136    (20,149,875)     1,790,060
                                                ------------   ------------   ------------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)..............        (49,594)       (39,868)      (712,602)
                                                ------------   ------------   ------------

INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABL
   TO POLICYOWNERS...........................     29,926,173    (13,073,133)    21,050,974
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD.......................    125,214,313    138,287,446    117,236,472
                                                ============   ============   ============

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END
   OF PERIOD.................................   $155,140,486   $125,214,313   $138,287,446
                                                ============   ============   ============
</TABLE>

See Notes to Financial Statements.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account 
  FP.

                                     FSA-11
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                            FIXED INCOME SERIES (CONTINUED):
                                                       -------------------------------------

                                                                        ALLIANCE
                                                                       HIGH YIELD
                                                                         FUND
                                                       --------------------------------------
                                                           1997          1996         1995
                                                       -----------   -----------   ----------

INCREASE (DECREASE) IN NET ASSETS:
<S>                                                   <C>           <C>           <C>
FROM OPERATIONS:
   Net investment income............................  $ 12,128,952  $  8,177,610  $ 6,147,199
   Net realized gain (loss).........................     7,302,187     7,058,612     (179,454)
   Change in unrealized appreciation /
      (depreciation) on investments.................     2,958,012     1,840,843    4,697,084
                                                      ------------  ------------  -----------

   Net increase (decrease) in net assets
      from operations...............................    22,389,151    17,077,065   10,664,829
                                                      ------------  ------------ ------------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)............................    26,933,221    19,454,716   15,333,474
   Benefits and other policy-
      related transactions (Note 3).................   (14,530,462)  (16,165,764)  (8,211,013)
   Net transfers among funds........................    26,385,799     9,301,980    4,789,450
                                                       -----------  ------------  -----------

   Net increase (decrease) in net assets
      from policy-related transactions..............    38,788,558    12,590,932   11,911,911
                                                      ------------  ------------ ------------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).....................      (189,179)     (209,120)    (100,679)
                                                      ------------  ------------ ------------

INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.....................    60,988,530    29,458,877   22,476,061
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF PERIOD................   101,389,839    71,930,962   49,454,901
                                                      ------------  ------------  -----------
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD......................  $162,378,369  $101,389,839  $71,930,962
                                                      ============  ============  ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                 EQUITY SERIES:
                                                      ---------------------------------------------------------------------
                                                                       EQ/PUTNAM
                                                      T. ROWE PRICE     GROWTH &                   ALLIANCE
                                                      EQUITY INCOME   INCOME VALUE              GROWTH & INCOME
                                                          FUND            FUND                       FUND
                                                      -------------  -------------  ---------------------------------------
                                                           1997*         1997*          1997          1996          1995
                                                       -----------    ----------    -----------   -----------   -----------

INCREASE (DECREASE) IN NET ASSETS:
<S>                                                    <C>            <C>           <C>           <C>           <C>
FROM OPERATIONS:
   Net investment income............................   $   115,907    $   23,618    $   277,338   $   370,025   $   310,961
   Net realized gain (loss).........................       110,474        28,304      5,536,668     1,948,613         2,791
   Change in unrealized appreciation /
      (depreciation) on investments.................     1,073,548       269,561      7,947,265     2,950,992     2,264,931
                                                       -----------    ----------    -----------   -----------   -----------

   Net increase (decrease) in net assets
      from operations...............................     1,299,929       321,483     13,761,271     5,269,630     2,578,683
                                                       -----------    ----------    -----------   -----------   -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)............................     2,540,460     1,149,748     17,923,903    11,382,745     6,464,035
   Benefits and other policy-
      related transactions (Note 3).................      (351,660)     (154,351)    (6,498,823)   (2,909,569)   (1,385,132)
   Net transfers among funds........................    14,259,773     4,539,465     25,301,886     5,211,758     5,274,221
                                                       -----------    ----------    -----------   -----------   -----------

   Net increase (decrease) in net assets
      from policy-related transactions..............    16,448,573     5,534,862     36,726,966    13,684,934    10,353,124
                                                       -----------    ----------    -----------   -----------   -----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).....................     (285,438)      (191,983)      (107,895)     (106,424)     (221,877)
                                                       -----------    ----------    -----------   -----------   -----------

INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.....................    17,463,064     5,664,362     50,380,342    18,848,140    12,709,930
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF PERIOD................            --            --     37,466,453    18,618,313     5,908,383
                                                       -----------    ----------    -----------   -----------   -----------
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD......................   $17,463,064    $5,664,362    $87,846,795   $37,466,453   $18,618,313
                                                       ===========    ==========    ===========   ===========   ===========
</TABLE>


See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                     FSA-12


<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                           EQUITY SERIES (CONTINUED):
                                                          ------------------------------------------------------

                                                                                                      MERRILL
                                                                         ALLIANCE                   LYNCH BASIC
                                                                       EQUITY INDEX                    VALUE
                                                                           FUND                     EQUITY FUND
                                                          ---------------------------------------   ------------

                                                             1997        1996          1995          1997*
                                                         ------------  ----------   -----------   ----------

INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
<S>                                                    <C>           <C>           <C>           <C>
   Net investment income.............................  $  1,632,603    1,145,887   $   675,576   $   26,461
   Net realized gain (loss)..........................       435,940   11,903,017       539,950       40,394
   Change in unrealized appreciation /
      (depreciation) on investments..................    41,607,202    8,996,459    12,851,051      135,003
                                                       ------------  -----------   -----------   ----------

   Net increase (decrease) in net assets
      from operations................................    43,675,745   22,045,363    14,066,577      201,858
                                                       ------------  ------------  -----------   -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).............................    53,262,239   33,692,683    10,308,871    1,097,822
   Benefits and other policy-
      related transactions (Note 3)..................   (18,975,147) (56,493,042)   (2,111,532)    (135,034)
   Net transfers among funds.........................    67,867,827   23,434,912    18,305,589    4,661,128
                                                       ------------  -----------   -----------  -----------

   Net increase (decrease) in net assets
      from policy-related transactions...............   102,154,919      634,553    26,502,928    5,623,916
                                                       ------------   ----------   -----------   ----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)......................      (136,089)     (66,020)      (71,293)    (204,337)
                                                       ------------  -----------   -----------   ----------

INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS......................   145,694,575   22,613,896    40,498,212    5,621,437
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF PERIOD.................    94,237,511   71,623,615    31,125,403           --
                                                       ------------  -----------   -----------   ----------

NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD.......................  $239,932,086  $94,237,511   $71,623,615   $5,621,437
                                                       ============  ===========   ===========   ==========

<CAPTION>

                                                                          EQUITY SERIES (CONTINUED):
                                                        ----------------------------------------------------------------

                                                                               ALLIANCE                         MFS
                                                                             COMMON STOCK                     RESEARCH
                                                                                 FUND                           FUND
                                                         ------------------------------------------------     ----------

                                                              1997             1996              1995            1997*
                                                         --------------   --------------   --------------     ---------

INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
<S>                                                    <C>              <C>              <C>               <C>
   Net investment income.............................  $     (767,599)  $    3,505,756   $    8,208,894    $    7,315
   Net realized gain (loss)..........................     218,655,522      187,552,444       80,631,861        88,145
   Change in unrealized appreciation /
      (depreciation) on investments..................     272,798,112      112,608,618      183,872,928       249,382
                                                       --------------   --------------   --------------    ----------

   Net increase (decrease) in net assets
      from operations................................     490,686,035      303,666,818      272,713,683       344,842
                                                       ---------------  ---------------  ---------------   -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).............................     282,279,826      271,193,481      216,068,996     1,177,137
   Benefits and other policy-
      related transactions (Note 3)..................    (199,662,183)    (154,302,728)    (118,456,643)     (162,042)
   Net transfers among funds.........................      56,849,823        4,064,266      (34,354,864)    6,389,251
                                                       --------------   --------------   --------------    -----------

   Net increase (decrease) in net assets
      from policy-related transactions...............     139,467,466      120,955,019       63,257,489     7,404,346
                                                       --------------   --------------   ----------------  -----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)......................         (86,740)        (429,232)        (392,099)     (321,159)
                                                       --------------   --------------   --------------    ----------

INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS......................     630,066,761      424,192,605      335,579,073     7,428,029
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF PERIOD.................   1,570,777,879    1,146,585,274      811,006,201            --
                                                       --------------    -------------   --------------    ----------

NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD.......................  $2,200,844,640   $1,570,777,879   $1,146,585,274    $7,428,029
                                                       ==============   ==============   ==============    ==========
</TABLE>

See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                     FSA-13
<PAGE>

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

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

<TABLE>
<CAPTION>

                                                                            EQUITY SERIES (CONTINUED):
                                           ----------------------------------------------------------------------------------------


                                                            ALLIANCE                                   ALLIANCE
                                                             GLOBAL                                  INTERNATIONAL
                                                              FUND                                       FUND
                                           -------------------------------------------  -------------------------------------------
                                               1997           1996           1995           1997             1996          1995**
                                           -------------   -----------   -------------  --------------  --------------  -----------

INCREASE (DECREASE) IN NET ASSETS:
<S>                                        <C>            <C>            <C>            <C>              <C>            <C>
FROM OPERATIONS:
   Net investment income ...............   $  5,997,760   $  4,705,326   $  3,408,544   $ 1,089,454      $  411,375     $   159,029
   Net realized gain (loss) ............     56,837,641     23,774,539     12,264,394     2,267,768         709,281          50,951
   Change in unrealized appreciation /
      (depreciation) on investments ....    (12,504,865)    22,092,458     33,395,316    (4,651,627)      1,189,887         667,906
                                           ------------   ------------   ------------   -----------      ----------     -----------

   Net increase (decrease) in net assets
      from operations ..................     50,330,536     50,572,323     49,068,254    (1,294,405)       2,310,543        877,886
                                           ------------   ------------   ------------   -----------      -----------    -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3) ...............     85,714,413     96,457,308     92,666,618    14,198,839       12,055,154      2,028,670
   Benefits and other policy-
      related transactions (Note 3) ....    (48,793,564)   (43,292,191)   (37,507,499)   (4,716,765)      (2,295,079)      (339,723)
   Net transfers among funds ...........    (89,131,113)    (4,363,741)   (12,472,104)   (3,886,303)      17,095,516      9,885,952
                                           ------------   ------------   ------------   -----------      -----------    -----------

   Net increase (decrease) in net assets
      from policy-related transactions .    (52,210,264)    48,801,376     42,687,015     5,595,771       26,855,591     11,574,899
                                           ------------   ------------   ------------   -----------      -----------    -----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4) ........       (147,270)       (93,415)       (96,720)      (27,091)         (21,865)       (20,847)
                                           ------------   ------------   ------------   -----------      -----------    -----------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS ........     (2,026,998)    99,280,284     91,658,549     4,274,275       29,144,269     12,431,938
NET ASSETS ATTRIBUTABLE TO .............             --             --             --            --               --             --
   POLICYOWNERS, BEGINNING OF PERIOD ...    432,777,304    333,497,020    241,838,471    41,576,207       12,431,938             --
                                           ------------   ------------   ------------   -----------      ------------   -----------

NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD .........   $430,750,306   $432,777,304   $333,497,020   $45,850,482      $41,576,207    $12,431,938
                                           ============   ============   ============   ===========      ===========    ===========
</TABLE>

                                                  EQUITY SERIES (CONTINUED):
                                               -------------------------------
                                                                 MORGAN
                                                                STANLEY
                                              T. ROWE PRICE     EMERGING
                                               INTERNATIONAL    MARKETS
                                                STOCK FUND     EQUITY FUND
                                               -------------  ---------------
                                                   1997*           1997***
                                               -------------  ---------------

INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income....................    $  (23,939)   $    13,761
   Net realized gain (loss).................       (50,331)       (14,566)
   Change in unrealized appreciation /
      (depreciation) on investments.........      (820,718)    (1,079,388)
                                                ----------    -----------

   Net increase (decrease) in net assets
      from operations.......................      (894,988)    (1,080,193)
                                                ----------    -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)....................      2,268,440       323,739
   Benefits and other policy-
      related transactions (Note 3).........       (295,221)       (7,501)
   Net transfers among funds................     12,953,165     2,483,527
                                               ------------   -----------

   Net increase (decrease) in net assets
      from policy-related transactions......     14,926,384     2,799,765
                                                -----------   -----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).............         60,283       807,804
                                                -----------   -----------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.............     14,091,679     2,527,376
NET ASSETS ATTRIBUTABLE TO                      -----------   -----------
   POLICYOWNERS, BEGINNING OF PERIOD........             --            --
                                                -----------   -----------

NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD..............    $14,091,679   $ 2,527,376
                                                ===========   ===========

See Notes to Financial Statements.

  *  Commencement of Operations on May 1, 1997.
 **  Commencement of Operations on April 3, 1995.
***  Commencement of Operations on August 20, 1997.
+   Formerly known as Equitable Variable Life Insurance Company Separate Account
    FP.

                                     FSA-14
<PAGE>


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

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

<TABLE>
<CAPTION>


                                                                        EQUITY SERIES (CONTINUED):
                                         -------------------------------------------------------------------------------------


                                                               ALLIANCE                       WARBURG PINCUS    ALLIANCE SMALL
                                                           AGGRESSIVE STOCK                    SMALL COMPANY      CAP GROWTH
                                                                 FUND                           VALUE FUND          FUND
                                         -------------------------------------------------  -----------------  ----------------
                                               1997              1996             1995             1997*            1997*
                                         ---------------   ---------------   -------------  -----------------  ----------------


INCREASE (DECREASE) IN NET ASSETS:
<S>                                        <C>              <C>              <C>              <C>              <C>
FROM OPERATIONS:
   Net investment income ...............   $ (3,987,514)    $ (2,425,125)    $ (1,434,289)    $   (23,238)     $   (37,351)
   Net realized gain (loss) ............    107,947,093      163,630,203       73,464,436         140,194          (63,375)
   Change in unrealized appreciation /                                                                       
      (depreciation) on investments ....    (13,921,615)     (33,653,883)      49,509,800        (228,709)         771,812
                                           ------------     ------------     ------------     -----------      -----------
   Net increase (decrease) in net assets                                                                     
      from operations ..................     90,037,964        7,551,195      121,539,947        (111,753          671,086
                                           ------------     ------------     ------------     -----------      -----------

FROM POLICY-RELATED TRANSACTIONS:                                                                            
   Net premiums (Note 3) ...............    179,662,167      167,830,465      121,962,483       4,397,634        2,947,848
   Benefits and other policy-                                                                                
      related transactions (Note 3) ....    107,529,554)     (85,246,883)     (63,165,185)       (608,891)        (599,875)
   Net transfers among funds ...........      1,712,877       28,481,572       19,367,834      20,737,304       19,670,856
                                           ------------     ------------     ------------     -----------      -----------

   Net increase (decrease) in net assets                                                                     
      from policy-related transactions .     73,845,490      111,065,154       78,165,132      24,526,047       22,018,829
                                           ------------     ------------     ------------     -----------      -----------

NET (INCREASE) DECREASE IN AMOUNT                                                                            
   RETAINED BY EQUITABLE LIFE IN                                                                             
   SEPARATE ACCOUNT FP (Note 4) ........       (442,155)        (205,349)        (188,813)       (114,120)        (324,052
                                           ------------     ------------     ------------     -----------      -----------
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS                                                                            
   ATTRIBUTABLE TO POLICYOWNERS ........    163,441,299      238,411,000      199,516,266      24,300,174       22,365,863
NET ASSETS ATTRIBUTABLE TO                                                                                   
   POLICYOWNERS, BEGINNING OF PERIOD ...    793,599,131      555,188,131      355,671,865              --               --
                                           ------------     ------------     ------------     -----------      -----------

NET ASSETS ATTRIBUTABLE TO                                                                                   
   POLICYOWNERS, END OF PERIOD .........   $957,040,430     $793,599,131     $555,188,131     $24,300,174      $22,365,863
                                           ============     ============     ============     ===========      ===========
</TABLE>   

<TABLE>
<CAPTION>

                                                EQUITY
                                                SERIES
                                              (CONTINUED):               ASSET ALLOCATION SERIES:
                                           ---------------- -----------------------------------------------
                                             MFS EMERGING                       ALLIANCE
                                                GROWTH                    CONSERVATIVE INVESTORS
                                            COMPANIES FUND                        FUND
                                           ---------------- -------------    --------------   -------------
                                                1997*            1997             1996            1995
                                           ---------------- -------------    --------------   -------------
<S>                                        <C>              <C>              <C>              <C>         
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...............   $     5,523      $  6,151,782     $  6,690,887     $  7,247,815
   Net realized gain (loss) ............       458,032         6,305,200        3,677,543          689,721
   Change in unrealized appreciation /                                                     
      (depreciation) on investments ....       171,320         8,528,010       (2,661,985)      19,129,817
                                           -----------      ------------     ------------     ------------
   Net increase (decrease) in net assets                                                   
      from operations ..................       634,875        20,984,992        7,706,445       27,067,353
                                           -----------      ------------     ------------     ------------

FROM POLICY-RELATED TRANSACTIONS:                                                          
   Net premiums (Note 3) ...............     1,598,358        30,425,833       38,133,118       41,419,959
   Benefits and other policy-                                                              
      related transactions (Note 3) ....      (294,924)      (24,998,155)     (25,456,269      (22,866,003)
   Net transfers among funds ...........     8,886,415       (18,978,233)     (18,095,700       (3,379,296
                                           -----------      ------------     ------------     ------------

   Net increase (decrease) in net assets                                                   
      from policy-related transactions .    10,189,849       (13,550,555)      (5,418,851       15,174,660
                                           -----------      ------------     ------------     ------------

NET (INCREASE) DECREASE IN AMOUNT                                                          
   RETAINED BY EQUITABLE LIFE IN                                                           
   SEPARATE ACCOUNT FP (Note 4) ........      (449,170)         (113,620)         (36,213          (95,412)
                                           -----------      ------------     ------------     ------------

INCREASE (DECREASE) IN NET ASSETS                                                          
   ATTRIBUTABLE TO POLICYOWNERS ........    10,375,554         7,320,817        2,251,381       42,146,601
NET ASSETS ATTRIBUTABLE TO                                                                 
   POLICYOWNERS, BEGINNING OF PERIOD ...            --       174,338,480      172,087,099      129,940,498
                                           -----------      ------------     ------------     ------------

NET ASSETS ATTRIBUTABLE TO                                                                 
   POLICYOWNERS, END OF PERIOD .........   $10,375,554      $181,659,297     $174,338,480     $172,087,099
                                           ===========      ============     ============     ============
</TABLE>

See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                     FSA-15

<PAGE>


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

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

<TABLE>
<CAPTION>

                                                           ASSET ALLOCATION SERIES (CONTINUED):
                                           ----------------------------------------------------------------
                                              EQ/PUTNAM                         ALLIANCE
                                              BALANCED                      GROWTH INVESTORS
                                                FUND                              FUND
                                           ---------------  -----------------------------------------------
                                                1997*            1997             1996             1995
                                           ---------------  -------------    --------------   -------------

INCREASE (DECREASE) IN NET ASSETS:
<S>                                        <C>              <C>              <C>              <C>
FROM OPERATIONS:
   Net investment income ...............   $   43,727       $ 14,710,285     $ 11,757,729     $ 13,059,547
   Net realized gain (loss) ............       31,680         53,312,210       75,274,214        9,174,038
   Change in unrealized appreciation /                                                       
      (depreciation) on investments ....      270,232         47,905,948      (14,635,180)      82,556,566
                                           ----------       ------------     ------------     ------------

   Net increase (decrease) in net assets                                                     
      from operations ..................      345,639        115,928,443       72,396,763      104,790,151
                                           ----------       ------------     ------------     ------------

FROM POLICY-RELATED TRANSACTIONS:                                                            
   Net premiums (Note 3) ...............      213,829        139,280,509      159,654,177      155,616,059
   Benefits and other policy-related                                                         
      transactions (Note 3) ............      (60,092)       (95,656,635)     (81,943,749)     (68,357,709)
   Net transfers among funds ...........    1,458,185        (35,207,298)      (7,652,116)      (3,269,896)
                                           ----------       ------------     ------------     ------------
                                                                                             
   Net increase (decrease) in net assets                                                     
      from policy related-transactions..    1,611,922          8,416,576       70,058,312       83,988,454
                                           ----------       ------------     ------------     ------------

NET (INCREASE) DECREASE IN AMOUNT                                                            
   RETAINED BY EQUITABLE LIFE                                                                
   IN SEPARATE ACCOUNT FP (Note 4) .....     (289,774)            79,090          (93,120)        (120,493)
                                           ----------       ------------     ------------     ------------

INCREASE (DECREASE) IN NET ASSETS                                                            
   ATTRIBUTABLE TO POLICYOWNERS ........    1,667,787        124,424,109      142,361,955      188,658,112
NET ASSETS ATTRIBUTABLE TO POLICY                                                            
   OWNERS, BEGINNING OF PERIOD .........           --        698,239,621      555,877,666      367,219,554
                                           ==========       ============     ============     ============

NET ASSETS ATTRIBUTABLE TO POLICY                                                            
   OWNERS, END OF PERIOD ...............   $1,667,787       $822,663,730     $698,239,621     $555,877,666
                                           ==========       ============     ============     ============
</TABLE>

<TABLE>
<CAPTION>

                                                        ASSET ALLOCATION SERIES (CONTINUED):
                                           ----------------------------------------------------------------
                                                                                                  MERRILL
                                                                                                   LYNCH
                                                               ALLIANCE                            WORLD
                                                               BALANCED                          STRATEGY
                                                                 FUND                              FUND
                                           -----------------------------------------------    -------------
                                                1997             1996             1995             1997*
                                           -------------    -------------    -------------    -------------

INCREASE (DECREASE) IN NET ASSETS:
<S>                                        <C>              <C>              <C>              <C>
FROM OPERATIONS:
   Net investment income ...............   $ 11,212,220     $ 10,604,542     $ 10,038,346     $   14,446
   Net realized gain (loss) ............     27,027,612       33,240,237        8,427,606         35,369
   Change in unrealized appreciation /                                                       
      (depreciation) on investments ....     18,495,462         (714,363)      45,976,062        (37,926)
                                           ------------     ------------     ------------     ----------

   Net increase (decrease) in net assets                                                     
      from operations ..................     56,735,294       43,130,416       64,442,014         11,889
                                           ------------     ------------     ------------     ----------

FROM POLICY-RELATED TRANSACTIONS:                                                            
   Net premiums (Note 3) ...............     48,722,966       60,530,048       63,451,955        334,133
   Benefits and other policy-related                                                         
      transactions (Note 3) ............    (48,611,396)     (50,274,632)     (48,742,571)       (41,646)
   Net transfers among funds ...........    (55,377,177)     (22,122,080)     (18,908,540)     1,374,499
                                           ------------     ------------     ------------     ----------

   Net increase (decrease) in net assets                                                     
      from policy related-transactions .    (55,265,607)     (11,866,664)      (4,199,156)     1,666,986
                                           ------------     ------------     ------------     ----------

NET (INCREASE) DECREASE IN AMOUNT                                                            
   RETAINED BY EQUITABLE LIFE                                                                
   IN SEPARATE ACCOUNT FP (Note 4) .....         (4,006)        (134,906)         (93,214)       (94,148)
                                           ------------     ------------     ------------     ----------

INCREASE (DECREASE) IN NET ASSETS                                                            
   ATTRIBUTABLE TO POLICYOWNERS ........      1,465,681       31,128,846       60,149,644      1,584,727
NET ASSETS ATTRIBUTABLE TO POLICY                                                            
   OWNERS, BEGINNING OF PERIOD .........    429,694,055      398,565,209      338,415,565             --
                                           ============     ============     ============     ==========

NET ASSETS ATTRIBUTABLE TO POLICY                                                            
   OWNERS, END OF PERIOD ...............   $431,159,736     $429,694,055     $398,565,209     $1,584,727
                                           ============     ============     ============     ==========
</TABLE>

See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-16

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
December 31, 1997

1.  General

    Effective  January  1,  1997  Equitable   Variable  Life  Insurance  Company
    ("Equitable  Variable  Life" ) was merged into The Equitable  Life Assurance
    Society  of the United  States  ("Equitable  Life" ). From  January 1, 1997,
    Equitable  Life is  liable  in  place  of  Equitable  Variable  Life for the
    liabilities   and   obligations  of  Equitable   Variable  Life,   including
    liabilities under policies and contracts issued by Equitable  Variable Life,
    and all of Equitable Variable Life's assets became assets of Equitable Life.
    The  merger  had no  effect  on the  net  assets  of  the  Separate  Account
    attributable to contract owners.

    Equitable  Life  Separate  Account FP (the  Account) is  organized as a unit
    investment trust, a type of investment  company,  and is registered with the
    Securities and Exchange Commission under the Investment Company Act of 1940.
    The Account  consists of twenty-four  investment  funds:  the Alliance Money
    Market Fund,  the Alliance  Intermediate  Government  Securities  Fund,  the
    Alliance  Quality  Bond Fund,  the Alliance  High Yield Fund,  T. Rowe Price
    Equity Income Fund, the EQ/Putnam Growth and Income Value Fund, the Alliance
    Equity Index Fund,  the Merrill Lynch Basic Value Equity Fund,  the Alliance
    Common Stock Fund,  the MFS Research  Fund,  the Alliance  Global Fund,  the
    Alliance International Fund, the T. Rowe Price International Stock Fund, the
    Morgan Stanley Emerging  Markets Equity Fund, the Alliance  Aggressive Stock
    Fund,  the Warburg  Pincus Small Company Value Fund,  the Alliance Small Cap
    Growth Fund, MFS Emerging Growth  Companies Fund, the Alliance  Conservative
    Investors Fund, the EQ/Putnam  Balanced Fund, the Alliance Growth  Investors
    Fund, the Alliance  Balanced Fund, and the Merrill Lynch World Strategy Fund
    ("the  Funds").  The  assets  in each  fund  are  invested  in  shares  of a
    corresponding portfolio (Portfolio) of a mutual fund, Class IA shares of The
    Hudson  River Trust (HR Trust) or Class IB shares of EQ  Advisors  Trust (EQ
    Trust)  (Collectively  known as the Trusts).  Class IA shares are offered at
    net asset value and are not subject to distribution fees imposed pursuant to
    a distribution plan. Class IB shares are offered at net asset values and are
    subject to  distribution  fees imposed under a distribution  plan adopted in
    1997  pursuant  to Rule 12b-1 under the 1940 Act.  The Trusts are  open-end,
    diversified  management  investment  companies that invest separate  account
    assets of  insurance  companies.  Each  Portfolio  has  separate  investment
    objectives.

    The Account supports the operations of Incentive Life,  Incentive Life 2000,
    Incentive Life  Plus,(SM),  IL  Protector,(SM),  IL COLI,  flexible  premium
    variable life insurance  policies,  Champion 2000, modified premium variable
    whole life insurance  policies,  Survivorship  2000,  flexible premium joint
    survivorship  variable life insurance policies,  and SP-Flex,  variable life
    insurance  policies  with  additional  premium  option,  collectively,   the
    "Policies."  The Incentive Life 2000,  Champion 2000 and  Survivorship  2000
    policies  are herein  referred to as the "Series 2000  Policies."  Incentive
    Life  Plus  (SM)  policies  offered  with a  prospectus  dated  on or  after
    September  15,  1995,  are  referred to as  Incentive  Life Plus (SM) Second
    Series.  Incentive  Life Plus policies  issued with a prior  prospectus  are
    referred to as Incentive Life Plus Original Series.  All Policies are issued
    by Equitable  Life.  The assets of the Account are the property of Equitable
    Life.  However,  the portion of the  Account's  assets  attributable  to the
    Policies will not be chargeable  with  liabilities  arising out of any other
    business Equitable Life may conduct.

    Policyowners may allocate amounts in their individual  accounts to the Funds
    of the  Account  and/or  (except  for SP-Flex  policies)  to the  guaranteed
    interest  account of Equitable  Life's  General  Account.  Net  transfers to
    (from) the  guaranteed  interest  account of the  General  Account and other
    Separate Accounts of $165,714,430, $(7,511,567) and $6,569,672 for the years
    ended 1997, 1996 and 1995, respectively, are included in Net Transfers among
    Funds.  The net assets of any Fund of the  Account  may not be less than the
    aggregate of the policyowners'  accounts allocated to that Fund.  Additional
    assets are set aside in Equitable  Life's General Account to provide for (1)
    the unearned  portion of the monthly  charges for mortality  costs,  and (2)
    other policy benefits, as required under the state insurance law.

2.  Significant Accounting Policies

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

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

    Investment  transactions  are  recorded  on the trade  date.  Dividends  are
    recorded by HR Trust as income at the end of each quarter on the ex-dividend
    date  and by EQ Trust in the  fourth  quarter.  Dividend  and  capital  gain
    distributions are automatically reinvested on the ex-dividend date. Realized
    gains and losses  include  gains and losses on  redemptions  of the  Trust's
    shares  (determined  on the identified  cost basis) and Trust  distributions
    representing  the net realized gains on Trust  investment  transactions  are
    distributed by the Trust at the end of each year.

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


                                     FSA-17

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1997

2.  Significant Accounting Policies (Continued)

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

3.  Asset Charges

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

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

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

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

4.  Amounts Retained by Equitable Life in Separate Account FP

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

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

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

                                     FSA-18

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1997

4.  Amounts Retained by Equitable Life in Separate Account FP (Continued)

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

<TABLE>
<CAPTION>

                                                                         YEARS ENDED DECEMBER 31,
                                                                -------------------------------------------
           INVESTMENT FUND                                          1997           1996           1995
           ---------------                                          ----           ----           ----
         <S>                                                     <C>             <C>           <C>
          Fixed Income Series:
               Alliance Money Market                                      --            --     $  (250,000)
               Alliance Intermediate Government Securities                --            --        (165,000)
               Alliance Quality Bond                                      --     $(125,000)     (4,800,000)
               Alliance High Yield                                        --            --        (100,000)
           Equity Series:
               T. Rowe Price Equity Income                       $ 1,300,000            --              --
               EQ/Putnam Growth & Income Value                     1,200,000            --              --
               Alliance Growth & Income                                   --       (75,000)       (685,000)
               Alliance Equity Index                                      --            --              --
               Merrill Lynch Basic Value Equity                    1,200,000            --              --
               Alliance Common Stock                                      --      (185,000)       (630,000)
               MFS Research                                        2,000,000            --              --
               Alliance Global                                            --            --        (130,000)
               Alliance International                                     --            --         200,000
               T. Rowe Price International Stock                   4,000,000            --              --
               Morgan Stanley Emerging Markets Equity              4,000,000            --              --
               Alliance Aggressive Stock                                  --      (125,000)       (350,000)
               Warburg Pincus Small Company Value                    600,000            --              --
               Alliance Small Cap Growth                           1,200,000            --              --
               MFS Emerging Growth Companies                       2,000,000            --              --
           Asset Allocation Series:
               Alliance Conservative Investors                            --       (80,000)             --
               EQ/Putnam Balanced                                  2,000,000            --              --
               Alliance Growth Investors                                  --      (175,000)             --
               Alliance Balanced                                          --       (90,000)             --
               Merrill Lynch World Strategy                        2,000,000            --              --
</TABLE>


5.  Distribution and Servicing Agreement

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

6.  Investment Returns

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

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

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

                                     FSA-19
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

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

<TABLE>
<CAPTION>

FIXED INCOME SERIES:

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE MONEY MARKET FUND      1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------------      ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                             <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>
Gross return..............      5.42%    5.33%    5.74%    4.02%     3.00%    3.56%    6.18%    8.24%     9.18%    7.32%
Net return................      4.79%    4.70%    5.11%    3.39%     2.35%    2.94%    5.55%    7.59%     8.53%    6.68%

<CAPTION>

                                                                                      APRIL 1(A) TO
ALLIANCE INTERMEDIATE                        YEARS ENDED DECEMBER 31,                  DECEMBER 31,
                              ------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND      1997     1996     1995      1994     1993     1992         1991
- --------------------------      ----     ----     ----      ----     ----     ----         ----
<S>                             <C>      <C>     <C>      <C>         <C>     <C>          <C>
Gross return..............      7.29%    3.78%   13.33%   (4.37)%   10.58%    5.60%        12.26%
Net return................      6.65%    3.15%   12.65%   (4.95)%     9.88%   4.96%        11.60%

<CAPTION>
                                                                   OCTOBER 1(A) TO
                                    YEARS ENDED DECEMBER 31,        DECEMBER 31,
                              -----------------------------------------------------
ALLIANCE QUALITY BOND FUND      1997     1996     1995      1994        1993
- --------------------------      ----     ----     ----      ----        ----
<S>                             <C>      <C>     <C>      <C>          <C>
Gross return..............      9.14%    5.36%   17.02%   (5.10)%      (0.51)%
Net return................      8.49%    4.73%   16.32%   (5.67)%      (0.66)%

<CAPTION>
                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE HIGH YIELD FUND        1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ------------------------        ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>        <C>      <C>
Gross return..............     18.47%   22.89%   19.92%   (2.79)%   23.15%   12.31%   24.46%   (1.12)%    5.13%    9.73%
Net return................     17.76%   22.14%   19.20%   (3.37)%   22.41%   11.64%   23.72%   (1.71)%    4.50%    9.08%
</TABLE>


EQUITY SERIES:
                                MAY 1(A) TO
T. ROWE PRICE EQUITY            DECEMBER 31,
                              -----------------
INCOME FUND                         1997
- -----------                         ----
Gross return..............          22.11%
Net return................          21.64%

                                MAY 1(A) TO     
                                DECEMBER 31,    
                              ----------------- 
EQ/PUTNAM GROWTH                    1997        
& INCOME VALUE FUND                 ----        
Gross return..............          16.23%
Net return................          15.75%

                                                                OCTOBER 1(A) TO
                                    YEARS ENDED DECEMBER 31,      DECEMBER 31,
                               -------------------------------------------------
ALLIANCE GROWTH & INCOME FUND   1997     1996     1995      1994      1993
- -----------------------------   ----     ----     ----      ----      ----
Gross return..............     26.90%   20.09%   24.07%   (0.58)%    (0.25)%
Net return................     25.99%   19.36%   23.33%   (1.17)%    (0.41)%

                                 SEPTEMBER 30(A)
                               YEARS ENDED DECEMBER 31,  TO DECEMBER 31,
                              --------------------------------------------
ALLIANCE EQUITY INDEX FUND      1997     1996     1995         1994
- --------------------------      ----     ----     ----         ----
Gross return..............     32.58%   22.39%   36.48%       1.08%
Net return................     31.77%   21.65%   35.66%       0.58%

- -------------------------------
*  Sales of Incentive  Life 2000 and Champion  2000  commenced on March 2, 1992.
   Sales of Incentive Life Plus Second Series commenced on September 15, 1995.
(a)Date as of which net premiums under the policies were first  allocated to the
   Fund.  The gross return and the net return for the periods  indicated are not
   annual rates of return.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-20

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1997
RATES OF RETURN (CONTINUED)
INCENTIVE LIFE,
INCENTIVE LIFE 2000,
INCENTIVE LIFE PLUS SECOND SERIES
AND CHAMPION 2000*


EQUITY SERIES (CONTINUED):
                                MAY 1(A) TO
MERRILL LYNCH BASIC             DECEMBER 31,
                              -----------------
VALUE EQUITY FUND                   1997
- -----------------                   ----
Gross return..............          16.99%
Net return................          16.55%

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE COMMON STOCK FUND      1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------------      ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>       <C>     <C>      <C>       <C>      <C>
Gross return..............     29.40%   24.28%   32.45%   (2.14)%   24.84%    3.22%   37.88%   (8.12)%   25.59%   22.43%
Net return................     28.44%   23.53%   31.66%   (2.73)%   24.08%    2.60%   37.06%   (8.67)%   24.84%   21.70%
</TABLE>

                                MAY 1(A) TO
                                DECEMBER 31,
                              -----------------
MFS RESEARCH FUND                   1997
- -----------------                   ----
Gross return..............          16.07%
Net return................          15.59%

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE GLOBAL FUND            1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------            ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>       <C>      <C>      <C>      <C>      <C>       <C>      <C>
Gross return..............     11.66%   14.60%   18.81%    5.23%    32.09%   (0.50)%  30.55%   (6.07)%   26.93%   10.88%
Net return................     10.88%   13.91%   18.11%    4.60%    31.33%   (1.10)%  29.77%   (6.63)%   26.17%   10.22%
</TABLE>

                                                               APRIL 3(A) TO
                                  YEARS ENDED DECEMBER 31,      DECEMBER 31,
                              -------------------------------------------------
ALLIANCE INTERNATIONAL FUND         1997           1996            1995
- ---------------------------         ----           ----            ----
Gross return..............        (2.98)%           9.82%         11.29%
Net return................        (3.63)%           9.15%         10.79%

                                MAY 1(A) TO
T. ROWE PRICE                   DECEMBER 31,
                              -----------------
INTERNATIONAL STOCK FUND            1997
- ------------------------            ----
Gross return..............        (1.49)%
Net return................        (1.90)%

                              AUGUST 20(A) TO
MORGAN STANLEY EMERGING         DECEMBER 31,
                              -----------------
MARKETS EQUITY FUND                 1997
- -------------------                 ----
Gross return..............         (20.16)%
Net return................         (20.37)%

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                                ---------------------------------------------------------------------------------------------
ALLIANCE AGGRESSIVE STOCK FUND    1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ------------------------------    ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                              <C>      <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>       <C>
Gross return..............       10.94%   22.20%   31.63%   (3.81)%   16.77%   (3.16)%  86.86%    8.17%    43.50%    1.17%
Net return................       10.14%   21.46%   30.85%   (4.39)%   16.05%   (3.74)%  85.75%    7.51%    42.64%    0.53%
</TABLE>

                                MAY 1(A) TO
WARBURG PINCUS SMALL            DECEMBER 31,
                              -----------------
COMPANY VALUE FUND                  1997
- ------------------                  ----
Gross return..............          19.15%
Net return................          18.65%

- -------------------------------
*  Sales of Incentive  Life 2000 and Champion  2000  commenced on March 2, 1992.
   Sales of Incentive Life Plus Second Series commenced on September 15, 1995.
(a)Date as of which net premiums under the policies were first  allocated to the
   Fund.  The gross return and the net return for the periods  indicated are not
   annual rates of return.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-21
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
INCENTIVE LIFE,
INCENTIVE LIFE 2000,
INCENTIVE LIFE PLUS SECOND SERIES
AND CHAMPION 2000*



EQUITY SERIES (CONCLUDED):
                                MAY 1(A) TO
ALLIANCE SMALL CAP              DECEMBER 31,
                              -----------------
GROWTH FUND                         1997
- -----------                         ----
Gross return..............          26.74%
Net return................          26.18%

                                MAY 1(A) TO     
                                DECEMBER 31,    
                              ----------------- 
MFS EMERGING GROWTH                 1997        
COMPANIES FUND                      ----        
Gross return..............          22.42%
Net return................          21.95%

<TABLE>
<CAPTION>

ASSET ALLOCATION SERIES:
                                                                                                       OCTOBER 2(A) TO
ALLIANCE CONSERVATIVE                                 YEARS ENDED DECEMBER 31,                           DECEMBER 31,
                              ------------------------------------------------------------------------------------------
INVESTORS FUND                  1997     1996     1995      1994     1993     1992     1991      1990        1989
- --------------                  ----     ----     ----      ----     ----     ----     ----      ----        ----
<S>                            <C>       <C>     <C>      <C>       <C>       <C>     <C>       <C>           <C>
Gross return..............     13.25%    5.21%   20.40%   (4.10)%   10.76%    5.72%   19.87%    6.37%         3.09%
Net return................     12.55%    4.57%   19.68%   (4.67)%   10.15%    5.09%   19.16%    5.73%         2.94%
</TABLE>

                                MAY 1(A) TO
                                DECEMBER 31,
                              -----------------
EQ/PUTNAM BALANCED FUND             1997
- -----------------------             ----
Gross return..............          14.38%
Net return................          14.02%

<TABLE>
<CAPTION>

                                                                                                        OCTOBER 2(A) TO
                                                       YEARS ENDED DECEMBER 31,                           DECEMBER 31,
                              -------------------------------------------------------------------------------------------
ALLIANCE GROWTH INVESTORS FUND  1997     1996      1995     1994     1993     1992      1991     1990         1989
- ------------------------------  ----     ----      ----     ----     ----     ----      ----     ----         ----
<S>                            <C>      <C>       <C>      <C>      <C>       <C>      <C>      <C>           <C>
Gross return..............     16.87%   12.61%    26.37%   (3.15)%  15.26%    4.90%    48.89%   10.66%        3.98%
Net return................     16.07%   11.93%    25.62%   (3.73)%  14.58%    4.27%    48.01%   10.00%        3.82%


<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE BALANCED FUND          1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ----------------------          ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>
Gross return..............     15.06%   11.68%   19.75%   (8.02)%   12.28%   (2.84)%  41.26%    0.24 %   25.83%   13.27%
Net return................     14.30%   11.00%   19.03%   (8.57)%   11.64%   (3.42)%  40.42%   (0.36)%   25.08%   12.59%
</TABLE>

                                MAY 1(A) TO
MERRILL LYNCH                   DECEMBER 31,
                              -----------------
WORLD STRATEGY FUND                 1997
- -------------------                 ----
Gross return..............           4.70%
Net return................           4.29%

- -------------------------------
*  Sales of Incentive  Life 2000 and Champion  2000  commenced on March 2, 1992.
   Sales of Incentive Life Plus Second Series commenced on September 15, 1995.
(a)Date as of which net premiums under the policies were first  allocated to the
   Fund.  The gross return and the net return for the periods  indicated are not
   annual rates of return.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-22

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
SURVIVORSHIP 2000

<TABLE>
<CAPTION>

FIXED INCOME SERIES:
                                                                            AUGUST 17(A) TO
                                         YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
ALLIANCE MONEY MARKET FUND      1997     1996     1995      1994     1993         1992
- --------------------------      ----     ----     ----      ----     ----         ----
<S>                             <C>      <C>      <C>      <C>       <C>          <C>
Gross return..............      5.42%    5.33%    5.74%    4.02%     3.00%        1.11%
Net return................      4.47%    4.38%    4.80%    3.08%     2.04%        0.77%

ALLIANCE INTERMEDIATE
GOVERNMENT SECURITIES FUND
Gross return..............      7.29%    3.78%   13.33%   (4.37)%   10.58%        0.90%
Net return................      6.33%    2.84%   12.31%   (5.23)%     9.55%       0.56%

<CAPTION>

                                                                   OCTOBER 1(A) TO
                                    YEARS ENDED DECEMBER 31,        DECEMBER 31,
                              -----------------------------------------------------
ALLIANCE QUALITY BOND FUND      1997     1996     1995      1994        1993
- --------------------------      ----     ----     ----      ----        ----
<S>                             <C>      <C>     <C>      <C>          <C>
Gross return..............      9.14%    5.36%   17.02%   (5.10)%      (0.51)%
Net return................      8.16%    4.41%   15.97%   (5.95)%      (0.73)%

<CAPTION>

                                                                            AUGUST 17(A) TO
                                         YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
ALLIANCE HIGH YIELD FUND        1997     1996     1995      1994     1993         1992
- ------------------------        ----     ----     ----      ----     ----         ----
<S>                            <C>      <C>      <C>      <C>       <C>           <C>
Gross return..............     18.47%   22.89%   19.92%   (2.79)%   23.15%        1.84%
Net return................     17.40%   21.77%   18.84%   (3.66)%   22.04%        1.50%
</TABLE>


EQUITY SERIES:
                                MAY 1(A) TO
T. ROWE PRICE EQUITY            DECEMBER 31,
                              -----------------
INCOME FUND                         1997
- -----------                         ----
Gross return..............          22.11%
Net return................          21.40%

                                MAY 1(A) TO     
                                DECEMBER 31,    
                              ----------------- 
EQ/PUTNAM GROWTH                    1997        
& INCOME VALUE FUND                 ----        
Gross return..............          16.23%
Net return................          15.52%

                                                                  OCTOBER 1(A)
                                    YEARS ENDED DECEMBER 31,     TO DECEMBER 31,
                                ------------------------------------------------
ALLIANCE GROWTH & INCOME FUND     1997    1996    1995     1994      1993
- -----------------------------     ----    ----    ----     ----      ----
Gross return..............       26.90%  20.09%  24.07%  (0.58)%    (0.25)%
Net return................       25.61%  19.00%  22.96%  (1.47)%    (0.48)%

                                                                   MARCH 1(A) TO
                                      YEARS ENDED DECEMBER 31,      DECEMBER 31,
                                ------------------------------------------------
ALLIANCE EQUITY INDEX FUND        1997         1996          1995      1994
- --------------------------        ----         ----          ----      ----
Gross return..............        32.58%       22.39%       36.48%     1.08%
Net return................        31.38%       21.28%       35.26%     0.33%

- -------------------------------
(a)Date as of which net premiums under the policies were first  allocated to the
   Fund.  The gross return and the net return for the periods  indicated are not
   annual rates of return.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-23


<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
SURVIVORSHIP 2000



EQUITY SERIES (CONTINUED):
                                MAY 1(A) TO
MERRILL LYNCH BASIC             DECEMBER 31,
                              -----------------
VALUE EQUITY FUND                   1997
- -----------------                   ----
Gross return..............          16.99%
Net return................          16.32%

<TABLE>
<CAPTION>

                                                                            AUGUST 17(A) TO
                                         YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
ALLIANCE COMMON STOCK FUND      1997     1996     1995      1994     1993         1992
- --------------------------      ----     ----     ----      ----     ----         ----
<S>                            <C>      <C>      <C>      <C>       <C>           <C>
Gross return..............     29.40%   24.28%   32.45%   (2.14)%   24.84%        5.28%
Net return................     28.06%   23.15%   31.26%   (3.02)%   23.70%        4.93%
</TABLE>

                                MAY 1(A) TO
                                DECEMBER 31,
                              -----------------
MFS RESEARCH FUND                   1997
- -----------------                   ----
Gross return..............          16.07%
Net return................          15.36%

<TABLE>
<CAPTION>

                                                                            AUGUST 17(A) TO
ALLIANCE GLOBAL FUND                     YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
<S>                            <C>      <C>      <C>       <C>      <C>           <C>
Gross return..............     11.66%   14.60%   18.81%    5.23%    32.09%        4.87%
Net return................     10.54%   13.56%   17.75%    4.29%    30.93%        4.52%
</TABLE>

                                                               APRIL 3(A) TO
                                 YEARS ENDED DECEMBER 31,      DECEMBER 31,
                              -------------------------------------------------
ALLIANCE INTERNATIONAL FUND         1997           1996            1995
- ---------------------------         ----           ----            ----
Gross return..............          (2.98)%         9.82%         11.29%
Net return................          (3.93)%         8.82%         10.55%

                                MAY 1(A) TO
T. ROWE PRICE                   DECEMBER 31,
                              -----------------
INTERNATIONAL STOCK FUND            1997
- ------------------------            ----
Gross return..............          (1.49)%
Net return................          (2.10)%

                              AUGUST 20(A) TO
MORGAN STANLEY EMERGING         DECEMBER 31,
                              -----------------
MARKETS EQUITY FUND                 1997
- -------------------                 ----
Gross return..............         (20.16)%
Net return................         (20.46)%

- -------------------------------  
(a) Date as of which net premiums under the policies were first allocated to the
    Fund. The gross return and the net return for the periods  indicated are not
    annual  rates of  return. 
+   Formerly known as Equitable Variable Life Insurance Company Separate Account
    FP.


                                     FSA-24

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONCLUDED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
SURVIVORSHIP 2000



<TABLE>
<CAPTION>

EQUITY SERIES (CONCLUDED):
                                                                              MARCH 1(A) TO
                                         YEARS ENDED DECEMBER 31,              DECEMBER 31,
                                 ----------------------------------------------------------------
ALLIANCE AGGRESSIVE STOCK FUND     1997     1996     1995      1994     1993         1992
- ------------------------------     ----     ----     ----      ----     ----         ----
<S>                                <C>     <C>      <C>      <C>       <C>           <C>
Gross return..............        10.94%   22.20%   31.63%   (3.81)%   16.77%        11.49%
Net return................         9.81%   21.09%   30.46%   (4.68)%   15.70%        11.11%
</TABLE>

                                MAY 1(A) TO
WARBURG PINCUS SMALL            DECEMBER 31,
                              -----------------
COMPANY VALUE FUND                  1997
- ------------------                  ----
Gross return..............          19.15%
Net return................          18.41%

                                MAY 1(A) TO     
                                DECEMBER 31,    
                              ----------------- 
ALLIANCE SMALL CAP                  1997        
GROWTH FUND                         ----        
Gross return..............          26.74%
Net return................          25.92%

                                MAY 1(A) TO     
                                DECEMBER 31,    
                              ----------------- 
MFS EMERGING GROWTH                 1997        
COMPANIES FUND                      ----        
Gross return..............          22.42%
Net return................          21.70%

<TABLE>
<CAPTION>

ASSET ALLOCATION SERIES:
                                                                            AUGUST 17(A) TO
ALLIANCE CONSERVATIVE                    YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
INVESTORS FUND                  1997     1996     1995      1994     1993         1992
- --------------                  ----     ----     ----      ----     ----         ----
<S>                            <C>       <C>     <C>      <C>         <C>         <C>
Gross return..............     13.25%    5.21%   20.40%   (4.10)%   10.76%        1.38%
Net return................     12.21%    4.26%   19.32%   (4.96)%     9.81%       1.04%
</TABLE>

                                MAY 1(A) TO
                                DECEMBER 31,
                              -----------------
EQ/PUTNAM BALANCED FUND             1997
- -----------------------             ----
Gross return..............         14.38%
Net return................         13.79%

<TABLE>
<CAPTION>

ALLIANCE GROWTH INVESTORS FUND
- ------------------------------                                              AUGUST 17(A) TO
                                         YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
<S>                            <C>      <C>      <C>      <C>       <C>          <C>
Gross return..............     16.87%   12.61%   26.37%   (3.15)%   15.26%       6.89%
Net return................     15.72%   11.59%   25.24%   (4.02)%   14.24%       6.53%

ALLIANCE BALANCED FUND
Gross return..............     15.06%   11.68%   19.75%   (8.02)%   12.28%       5.37%
Net return................     13.96%   10.67%   18.68%   (8.84)%   11.30%       5.02%
</TABLE>

                                MAY 1(A) TO
MERRILL LYNCH                   DECEMBER 31,
                              -----------------
WORLD STRATEGY FUND                 1997
- -------------------                 ----
Gross return..............         4.70%
Net return................         4.08%

- -------------------------------
(a)Date as of which net premiums under the policies were first  allocated to the
   Fund.  The gross return and the net return for the periods  indicated are not
   annual rates of return.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-25

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

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


FIXED INCOME SERIES:

                                                 YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                             1997          1996          1995
                                             ----          ----          ----
Alliance Money Market Fund............       5.42%         5.33%         5.69%
Alliance Intermediate Government
Securities Fund.......................       7.29%         3.78%        13.31%
Alliance Quality Bond Fund............       9.14%         5.36%        17.13%
Alliance High Yield Fund..............      18.47%        22.89%        19.95%

EQUITY SERIES:

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------

                                                  1997
T. Rowe Price Equity Income Fund......           22.13%
EQ/Putnam Growth & Income
Value Fund............................           14.48%

                                               YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                           1997          1996          1995
                                           ----          ----          ----
Alliance Growth & Income Fund.........    26.90%        20.09%        24.38%
Alliance Equity Index Fund............    32.57%        22.38%        36.53%

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------
                                                  1997
Merrill Lynch Basic Value
Equity Fund...........................            17.02%

                                                YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                           1997          1996          1995
                                           ----          ----          ----
Alliance Common Stock Fund............     29.40%       24.28%        33.07%

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------

                                                  1997
MFS Research Fund.....................            16.05%

                                                  YEARS ENDED DECEMBER 31,
                                        ----------------------------------------
                                            1997           1996            1995
                                            ----           ----            ----
Alliance Global Fund..................     11.66%         14.60%          19.38%


                                            YEARS ENDED          APRIL 30 TO
                                            DECEMBER 31,       DECEMBER 31, (A)
                                        ---------------------------------------
                                          1997        1996           1995
                                          ----        ----           ----
Alliance International Fund...........   (3.05)%      9.81%         11.29%

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

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

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

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

                                     FSA-26
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

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


EQUITY SERIES (CONCLUDED):

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------
                                                  1997
T. Rowe Price International
Stock Fund............................            (1.50)%

                                         AUGUST 20 TO DECEMBER
                                                31, (A)
                                        -------------------------
                                                  1997
Morgan Stanley Emerging Markets
Equity Fund...........................           (20.19)%

                                                 YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                            1997          1996           1995
                                            ----          ----           ----
Alliance Aggressive Stock Fund........      10.94%       22.20%         33.00%

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------
                                                  1997
Warburg Pincus Small Company                      19.13%
Value Fund............................
Alliance Small Cap Growth Fund........            26.69%
MFS Emerging Growth
Companies Fund........................            22.44%

ASSET ALLOCATION SERIES:

                                                YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                          1997          1996           1995
                                          ----          ----           ----
Alliance Conservative Investors Fund..    13.25%        5.21%         20.59%

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------
                                                  1997
EQ/Putnam Balanced Fund...............           14.48%

                                              YEARS ENDED DECEMBER 31,
                                        -------------------------------------
                                          1997         1996          1995
                                          ----         ----          ----
Alliance Growth Investors Fund........    16.87%      12.61%        26.92%
Alliance Balanced Fund................    15.06%      11.68%        20.32%

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------
                                                  1997
Merrill Lynch World Strategy Fund.....            4.71%

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

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

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

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


                                     FSA-27

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
IL PROTECTOR*

FIXED INCOME SERIES:

                                               YEAR ENDED    AUGUST 5(A) TO
                                               DECEMBER 31,    DECEMBER 31,
                                          ------------------------------------
                                                   1997           1996
                                                   ----           ----
ALLIANCE MONEY MARKET FUND
Gross return .........................             5.42%          5.33%
Net return ...........................             4.57%          2.98%

ALLIANCE INTERMEDIATE GOVERNMENT
SECURITIES
Gross return .........................             7.29%          3.78%
Net return ...........................             6.43%          4.49%

ALLIANCE QUALITY BOND FUND
Gross return .........................             9.14%          5.36%
Net return ...........................             8.27%          7.86%

ALLIANCE HIGH YIELD FUND
Gross return .........................            18.47%         22.89%
Net return ...........................            17.52%         13.90%

EQUITY SERIES:

                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------

                                                   1997
T. ROWE PRICE EQUITY INCOME FUND
Gross return .........................            22.11%
Net return ...........................            21.48%

EQ/PUTNAM GROWTH & INCOME
VALUE FUND
Gross return .........................            16.23%
Net return ...........................            13.87%


                                               YEAR ENDED     AUGUST 5(A) TO
                                               DECEMBER 31,    DECEMBER  31,
                                        ---------------------------------------
                                                   1997            1996
                                                   ----            ----
ALLIANCE GROWTH & INCOME FUND
Gross return .........................            26.90%          20.09%
Net return ...........................            25.74%          15.63%

ALLIANCE EQUITY INDEX FUND
Gross return .........................            32.58%          22.39%
Net return ...........................            31.51%          16.25%



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

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

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


                                     FSA-28
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
IL PROTECTOR*


EQUITY SERIES (CONTINUED):


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------
                                                   1997
MERRILL LYNCH BASIC VALUE
EQUITY FUND
Gross return .........................            16.99%
Net return ...........................            16.40%


                                               YEAR ENDED     AUGUST 5(A) TO
                                               DECEMBER 31,    DECEMBER 31,
                                        ---------------------------------------
                                                  1997              1996
                                                  ----              ----
ALLIANCE COMMON STOCK FUND
Gross return .........................           29.40%            24.28%
Net return ...........................           28.18%            17.44%


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------
                                                   1997
MFS RESEARCH FUND
Gross return .........................            16.07%
Net return ...........................            15.43%


                                                 YEAR ENDED    AUGUST 5(A) TO
                                                DECEMBER 31,     DECEMBER 31,
                                        ---------------------------------------
                                                   1997             1996
                                                   ----             ----
ALLIANCE GLOBAL FUND
Gross return .........................            11.66%           14.60%
Net return ...........................            10.65%            6.78%

ALLIANCE INTERNATIONAL FUND
Gross return .........................            (2.98)%           9.82%
Net return ...........................            (3.83)%           2.11%


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------

                                                   1997
T. ROWE PRICE INTERNATIONAL STOCK FUND
Gross return .........................
                                                  (1.49)%
Net return ...........................            (2.03)%


                                         AUGUST 20(A) TO DECEMBER
                                                   31,
                                        ---------------------------

                                                   1997
MORGAN STANLEY EMERGING MARKETS
EQUITY FUND
Gross return .........................
                                                 (20.16)%
Net return ...........................           (20.43)%

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

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

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


                                     FSA-29

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
IL PROTECTOR*


EQUITY SERIES (CONCLUDED):

                                                 YEAR ENDED    AUGUST 5(A) TO
                                                DECEMBER 31,     DECEMBER 31,
                                        ---------------------------------------
                                                   1997             1996
                                                   ----             ----
ALLIANCE AGGRESSIVE STOCK FUND
Gross return .........................            10.94%           22.20%
Net return ...........................             9.92%            6.22%


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------
                                                   1997
WARBURG PINCUS SMALL COMPANY
VALUE FUND
Gross return .........................            19.15%
Net return ...........................            18.49%

ALLIANCE SMALL CAP GROWTH FUND
Gross return .........................            26.74%
Net return ...........................            26.01%

MFS EMERGING GROWTH COMPANIES FUND
Gross return .........................            22.42%
Net return ...........................            21.78%

ASSET ALLOCATION SERIES:

                                               YEAR ENDED    AUGUST 5(A) TO
                                               DECEMBER 31,    DECEMBER 31,
                                        ---------------------------------------
                                                   1997            1996
                                                   ----            ----
ALLIANCE CONSERVATIVE INVESTORS FUND
Gross return .........................            13.25%           5.21%
Net return ...........................            12.32%           7.94%


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------
                                                   1997
EQ/PUTNAM BALANCED FUND
Gross return .........................            14.38%
Net return ...........................            13.87%


                                                 YEAR ENDED   AUGUST 5(A) TO
                                                DECEMBER 31,    DECEMBER 31,
                                        ---------------------------------------
                                                   1997             1996
                                                   ----             ----
ALLIANCE GROWTH INVESTORS FUND
Gross return .........................            16.87%           12.61%
Net return ...........................            15.84%            9.38%

ALLIANCE BALANCED FUND
Gross return .........................            15.06%           11.68%
Net return ...........................            14.07%            8.67%


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------

                                                   1997
MERRILL LYNCH WORLD STRATEGY FUND
Gross return .........................             4.70%
Net return ...........................             4.15%

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

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

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


                                     FSA-30
<PAGE>


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


NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
SP-FLEX

<TABLE>
<CAPTION>

FIXED INCOME SERIES:
                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE MONEY MARKET FUND      1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------------      ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                             <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>
Gross return..............      5.42%    5.33%    5.74%    4.02%     3.00%    3.56%    6.17%    8.24%     9.18%    7.32%
Net return................      3.54%    3.44%    3.86%    2.17%     1.13%    1.71%    4.29%    6.30%     7.24%    5.41%

<CAPTION>

                                                                                      APRIL 1(A) TO
ALLIANCE INTERMEDIATE                        YEARS ENDED DECEMBER 31,                  DECEMBER 31,
                              ------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND      1997     1996     1995      1994     1993     1992         1991
- --------------------------      ----     ----     ----      ----     ----     ----         ----
<S>                             <C>      <C>     <C>      <C>         <C>     <C>         <C>
Gross return..............      7.29%    3.78%   13.33%   (4.37)%   10.58%    5.60%       12.10%
Net return................      5.38%    1.91%   11.31%   (6.08)%     8.57%   3.71%       10.59%

<CAPTION>
                                                                              SEPTEMBER 1(A)
                                                                                    TO
                                         YEARS ENDED DECEMBER 31,               DECEMBER 31,
                              ----------------------------------------------------------------
ALLIANCE QUALITY BOND FUND          1997           1996            1995            1994
- --------------------------          ----           ----            ----            ----
<S>                                <C>             <C>            <C>            <C>    
Gross return..............         9.14%           5.36%          17.02%         (2.20)%
Net return................         7.19%           3.47%          14.94%         (2.35)%

<CAPTION>
                                                                YEARS ENDED DECEMBER 31,
                              --------------------------------------------------------------------------------------------
ALLIANCE HIGH YIELD FUND        1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ------------------------        ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>        <C>      <C>
Gross return..............     18.47%   22.89%   19.92%   (2.79)%   23.15%   12.31%   24.46%   (1.12)%    5.13%    9.73%
Net return................     16.35%   20.68%   17.79%   (4.52)%   20.96%   10.30%   22.25%   (2.89)%    3.26%    7.78%
</TABLE>

EQUITY SERIES:
                                                                 SEPTEMBER 1(A)
                                                                      TO
                                   YEARS ENDED DECEMBER 31,      DECEMBER 31,
                              --------------------------------------------------
ALLIANCE GROWTH & INCOME FUND    1997        1996         1995       1994
- -----------------------------    ----        ----         ----       ----
Gross return..............      26.90%      20.09%       24.07%    (3.40)%
Net return................      24.50%      17.93%       21.87%    (3.55)%

ALLIANCE EQUITY INDEX FUND       1997        1996         1995       1994
- --------------------------       ----        ----         ----       ----
Gross return..............      32.58%      22.39%       36.48%    (2.54)%
Net return................      30.21%      20.19%       34.06%    (2.69)%

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE COMMON STOCK FUND      1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------------      ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>       <C>     <C>      <C>       <C>      <C>
Gross return..............     29.40%   24.28%   32.45%   (2.14)%   24.84%    3.23%   37.87%   (8.12)%   25.59%   22.43%
Net return................     26.91%   22.04%   30.10%   (3.88)%   22.60%    1.38%   35.43%   (9.76)%   23.36%   20.26%

ALLIANCE GLOBAL FUND            1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------            ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
Gross return..............     11.66%   14.60%   18.81%    5.23%    32.09%   (0.50)%  30.55%   (6.07)%   26.93%   10.88%
Net return................      9.56%   12.54%   16.70%    3.36%    29.77%   (2.28)%  28.23%   (7.75)%   24.67%     8.90%
</TABLE>

                                        YEARS ENDED           APRIL 3(A) TO
                                       DECEMBER 31,            DECEMBER 31,
                              ------------------------------------------------
ALLIANCE INTERNATIONAL FUND         1997           1996            1995
- ---------------------------         ----           ----            ----
Gross return..............        (3.05)%          9.82%          11.29%
Net return................        (4.78)%          7.84%           9.82%

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE AGGRESSIVE STOCK FUND  1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ------------------------------  ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                             <C>     <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>      <C>
Gross return..............     10.94%   22.20%   31.63%   (3.81)%   16.77%   (3.16)%  86.86%    8.17%    43.50%    1.17 %
Net return................      8.83%   20.00%   29.30%   (5.53)%   14.67%   (4.89)%  83.54%    6.23%    40.95%   (0.66)%
</TABLE>

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

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


                                     FSA-31
<PAGE>




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

NOTES TO FINANCIAL STATEMENTS -- (CONCLUDED)

DECEMBER 31, 1997

RATES OF RETURN (CONCLUDED)
SP-FLEX


ASSET ALLOCATION SERIES:
<TABLE>
<CAPTION>
                                                                              SEPTEMBER 1(A)
ALLIANCE CONSERVATIVE                    YEARS ENDED DECEMBER 31,                   TO
                                                                               DECEMBER 31,
                              ----------------------------------------------------------------
INVESTORS FUND                      1997           1996            1995            1994
- --------------                      ----           ----            ----            ----
<S>                                <C>             <C>            <C>            <C>    
Gross return..................     13.25%          5.21%          20.40%         (1.83)%
Net return....................     11.21%          3.32%          18.26%         (1.98)%

<CAPTION>
                                                                              SEPTEMBER 1(A)
                                         YEARS ENDED DECEMBER 31,                   TO
                                                                               DECEMBER 31,
                              ----------------------------------------------------------------
ALLIANCE GROWTH INVESTORS FUND      1997           1996            1995            1994
- ------------------------------      ----           ----            ----            ----
<S>                                <C>            <C>             <C>            <C>    
Gross return..................     16.87%         12.61%          26.37%         (3.16)%
Net return....................     14.69%         10.58%          24.12%         (3.31)%

<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE BALANCED FUND          1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ----------------------          ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>       <C>     <C>      <C>       <C>      <C>
Gross return.................. 15.06%   11.68%   19.75%   (8.02)%   12.28%    (2.83)% 41.27%    0.24 %   25.83%   13.27%
Net return.................... 12.94%    9.67%   17.62%   (9.66)%   10.31%    (4.57)% 38.75%   (1.56)%   23.59%   11.25%
</TABLE>

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

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

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


                                     FSA-32

<PAGE>

February 10, 1998





                        Report of Independent Accountants


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

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1997 and 1996,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.

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




/s/ Price Waterhouse, LLP
- ---------------------------
    Price Waterhouse LLP
    New York, New York
    February 10, 1998



                                      F-1

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                                    1997                 1996
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                            <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    19,630.9        $    18,077.0
  Mortgage loans on real estate.............................................         2,611.4              3,133.0
  Equity real estate........................................................         2,749.2              3,297.5
  Policy loans..............................................................         2,422.9              2,196.1
  Other equity investments..................................................           951.5                860.6
  Investment in and loans to affiliates.....................................           731.1                685.0
  Other invested assets.....................................................           624.7                 25.4
                                                                              -----------------    -----------------
      Total investments.....................................................        29,721.7             28,274.6
Cash and cash equivalents...................................................           300.5                538.8
Deferred policy acquisition costs...........................................         3,236.6              3,104.9
Amounts due from discontinued operations....................................           572.8                996.2
Other assets................................................................         2,685.2              2,552.2
Closed Block assets.........................................................         8,566.6              8,495.0
Separate Accounts assets....................................................        36,538.7             29,646.1
                                                                              -----------------    -----------------

Total Assets................................................................   $    81,622.1        $    73,607.8
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................   $    21,579.5        $    21,865.6
Future policy benefits and other policyholder's liabilities.................         4,553.8              4,416.6
Short-term and long-term debt...............................................         1,991.2              1,766.9
Other liabilities...........................................................         3,257.1              2,785.1
Closed Block liabilities....................................................         9,073.7              9,091.3
Separate Accounts liabilities...............................................        36,306.3             29,598.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................        76,761.6             69,523.8
                                                                              -----------------    -----------------

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

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares authorized, issued
  and outstanding...........................................................             2.5                  2.5
Capital in excess of par value..............................................         3,105.8              3,105.8
Retained earnings...........................................................         1,235.9                798.7
Net unrealized investment gains.............................................           533.6                189.9
Minimum pension liability...................................................           (17.3)               (12.9)
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         4,860.5              4,084.0
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................   $    81,622.1        $    73,607.8
                                                                              =================    =================
</TABLE>



                 See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>

                                                                      1997               1996               1995
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                             <C>                 <C>                <C>
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $      950.6       $       874.0      $       788.2
Premiums......................................................          601.5               597.6              606.8
Net investment income.........................................        2,282.8             2,203.6            2,088.2
Investment (losses) gains, net................................          (45.2)               (9.8)               5.3
Commissions, fees and other income............................        1,227.2             1,081.8              897.1
Contribution from the Closed Block............................          102.5               125.0              143.2
                                                                -----------------  -----------------  -----------------

      Total revenues..........................................        5,119.4             4,872.2            4,528.8
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,266.2             1,270.2            1,248.3
Policyholders' benefits.......................................          978.6             1,317.7            1,008.6
Other operating costs and expenses............................        2,203.9             2,075.7            1,775.8
                                                                -----------------  -----------------  -----------------

      Total benefits and other deductions.....................        4,448.7             4,663.6            4,032.7
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change.................................          670.7               208.6              496.1
Federal income taxes..........................................           91.5                 9.7              120.5
Minority interest in net income of consolidated subsidiaries..           54.8                81.7               62.8
                                                                -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative
  effect of accounting change.................................          524.4               117.2              312.8
Discontinued operations, net of Federal income taxes..........          (87.2)              (83.8)               -
Cumulative effect of accounting change, net of Federal
  income taxes................................................            -                 (23.1)               -
                                                                -----------------  -----------------  -----------------

Net Earnings..................................................   $      437.2       $        10.3      $       312.8
                                                                =================  =================  =================
</TABLE>




                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                      1997               1996               1995
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning and end of year.....        3,105.8             3,105.8            3,105.8
                                                                -----------------  -----------------  -----------------

Retained earnings, beginning of year..........................          798.7               788.4              475.6
Net earnings..................................................          437.2                10.3              312.8
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................        1,235.9               798.7              788.4
                                                                -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year...          189.9               396.5             (220.5)
Change in unrealized investment gains (losses)................          343.7              (206.6)             617.0
                                                                -----------------  -----------------  -----------------
Net unrealized investment gains, end of year..................          533.6               189.9              396.5
                                                                -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................          (12.9)              (35.1)              (2.7)
Change in minimum pension liability...........................           (4.4)               22.2              (32.4)
                                                                                                      -----------------
                                                                -----------------  -----------------
Minimum pension liability, end of year........................          (17.3)              (12.9)             (35.1)
                                                                -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................   $    4,860.5       $     4,084.0      $     4,258.1
                                                                =================  =================  =================
</TABLE>

                 See Notes to Consolidated Financial Statements.


                                      F-4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>

                                                                      1997               1996               1995
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Net earnings..................................................   $      437.2       $        10.3      $       312.8
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating
  activities:
  Interest credited to policyholders' account balances........        1,266.2             1,270.2            1,248.3
  Universal life and investment-type product
    policy fee income.........................................         (950.6)             (874.0)            (788.2)
  Investment losses (gains)...................................           45.2                 9.8               (5.3)
  Change in Federal income tax payable........................          (74.4)             (197.1)             221.6
  Other, net..................................................          169.4               330.2               80.5
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          893.0               549.4            1,069.7
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,702.9             2,275.1            1,897.4
  Sales.......................................................       10,385.9             8,964.3            8,867.1
  Purchases...................................................      (13,205.4)          (12,559.6)         (11,675.5)
  (Increase) decrease in short-term investments...............         (555.0)              450.3              (99.3)
  Decrease in loans to discontinued operations................          420.1             1,017.0            1,226.9
  Sale of subsidiaries........................................          261.0                 -                  -
  Other, net..................................................         (612.6)             (281.0)            (413.4)
                                                                -----------------  -----------------  -----------------

Net cash used by investing activities.........................         (603.1)             (133.9)            (196.8)
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities: Policyholders' account balances:
    Deposits..................................................        1,281.7             1,925.4            2,586.5
    Withdrawals...............................................       (1,886.8)           (2,385.2)          (2,657.1)
  Net increase (decrease) in short-term financings............          419.9                 (.3)             (16.4)
  Additions to long-term debt.................................           32.0                 -                599.7
  Repayments of long-term debt................................         (196.4)             (124.8)             (40.7)
  Payment of obligation to fund accumulated deficit of
    discontinued operations...................................          (83.9)                -             (1,215.4)
  Other, net..................................................          (94.7)              (66.5)             (48.4)
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (528.2)             (651.4)            (791.8)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (238.3)             (235.9)              81.1
Cash and cash equivalents, beginning of year..................          538.8               774.7              693.6
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      300.5       $       538.8      $       774.7
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      217.1       $       109.9      $        89.6
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      170.0       $       (10.0)     $       (82.7)
                                                                =================  =================  =================
</TABLE>
                 See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business  is  conducted  principally  by  Equitable  Life and,  prior to
        December 31, 1996, its wholly owned life insurance subsidiary, Equitable
        Variable Life Insurance Company  ("EVLICO").  Effective January 1, 1997,
        EVLICO was merged into Equitable  Life,  which  continues to conduct the
        Company's  insurance  business.  Equitable Life's investment  management
        business,  which comprises the Investment Services segment, is conducted
        principally  by  Alliance  Capital  Management  L.P.   ("Alliance")  and
        Donaldson,  Lufkin & Jenrette,  Inc. ("DLJ"),  an investment banking and
        brokerage  affiliate.  AXA-UAP ("AXA"),  a French holding company for an
        international   group  of  insurance  and  related  financial   services
        companies,   is  the  Holding  Company's  largest  shareholder,   owning
        approximately  58.7% at  December  31,  1997  (54.3%  if all  securities
        convertible  into,  and options on, common stock were to be converted or
        exercised).

 2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation and Principles of Consolidation

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

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and, through
        June  10,  1997,  Equitable  Real  Estate  Investment  Management,  Inc.
        ("EREIM"), a real estate investment management subsidiary which was sold
        (see  Note 5);  and  those  partnerships  and  joint  ventures  in which
        Equitable Life or its subsidiaries  has control and a majority  economic
        interest  (collectively,  including its consolidated  subsidiaries,  the
        "Company").  The  Company's  investment in DLJ is reported on the equity
        basis of accounting.  Closed Block assets and liabilities and results of
        operations  are presented in the  consolidated  financial  statements as
        single  line  items  (see  Note  6).  Unless  specifically  stated,  all
        disclosures  contained  herein  supporting  the  consolidated  financial
        statements exclude the Closed Block related amounts.

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued operations (see Note
        7).

        The years  "1997,"  "1996" and "1995" refer to the years ended  December
        31, 1997, 1996 and 1995, respectively.

        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1997 presentation.

        Closed Block

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


                                      F-6
<PAGE>

        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the benefit of the Holding Company. No reallocation, transfer, borrowing
        or  lending  of assets can be made  between  the Closed  Block and other
        portions  of  Equitable  Life's  General  Account,  any of its  Separate
        Accounts or any affiliate of Equitable  Life without the approval of the
        New York  Superintendent  of Insurance  (the  "Superintendent").  Closed
        Block  assets and  liabilities  are carried on the same basis as similar
        assets and liabilities held in the General Account. The excess of Closed
        Block  liabilities  over Closed  Block  assets  represents  the expected
        future  post-tax  contribution  from the  Closed  Block  which  would be
        recognized  in income over the period the policies and  contracts in the
        Closed Block remain in force.

        Discontinued Operations

        Discontinued operations consist of the business of the former Guaranteed
        Interest   Contract   ("GIC")   segment   which   includes   the   Group
        Non-Participating  Wind-Up Annuities  ("Wind-Up  Annuities") and the GIC
        lines  of  business.  An  allowance  was  established  for  the  premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each  quarter  and,  during the 1997 and 1996 fourth  quarter
        reviews,  the  allowance  for future  losses was  increased.  Management
        believes  the  allowance  for  future  losses at  December  31,  1997 is
        adequate to provide for all future losses; however, the determination of
        the allowance  continues to involve  numerous  estimates and  subjective
        judgments regarding the expected performance of Discontinued  Operations
        Investment  Assets.  There can be no assurance  the losses  provided for
        will not  differ  from the  losses  ultimately  realized.  To the extent
        actual  results or future  projections  of the  discontinued  operations
        differ  from   management's   current  best  estimates  and  assumptions
        underlying  the allowance for future  losses,  the  difference  would be
        reflected in the  consolidated  statements  of earnings in  discontinued
        operations.  In  particular,  to the extent  income,  sales proceeds and
        holding periods for equity real estate differ from management's previous
        assumptions,  periodic adjustments to the allowance are likely to result
        (see Note 7).

        Accounting Changes

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in accordance  with the  provisions  prescribed by SFAS No. 120,
        "Accounting  and Reporting by Mutual Life Insurance  Enterprises  and by
        Insurance   Enterprises   for   Certain   Long-Duration    Participating
        Contracts".  (See "Deferred Policy Acquisition  Costs,"  "Policyholders'
        Account Balances and Future Policy Benefits" and Note 6.)

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to The Equitable's cost of funds.
        The  adoption of the  statement  resulted  in the  release of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management has committed to disposing of by sale or abandonment is
        classified  as real estate held for sale.  Valuation  allowances on real
        estate  held  for  sale  continue  to be  computed  using  the  lower of
        depreciated  cost or estimated  fair value,  net of  disposition  costs.
        Implementation of the SFAS No. 121 impairment  requirements  relative to
        other  assets to be disposed of resulted in a charge for the  cumulative
        effect of an accounting change of $23.1 million, net of a Federal income
        tax  benefit of $12.4  million,  due to the  writedown  to fair value of
        building improvements relating to facilities vacated in 1996.

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  Impaired  loans
        within  SFAS No.  114's  scope are to be  measured  based on the present
        value of expected future cash flows  discounted at the loan's  effective
        interest rate, at the loan's  observable  market price or the fair value
        of the collateral if the loan is collateral  dependent.  The adoption of
        this  statement  did not  have a  material  effect  on the  level of the
        allowances  for  possible  losses  or  on  the  Company's   consolidated
        statements of earnings and shareholder's equity.

                                      F-7
<PAGE>

        New Accounting Pronouncements

        In January  1998,  the Financial  Accounting  Standards  Board  ("FASB")
        issued SFAS No. 132,  "Employers'  Disclosures  about  Pension and Other
        Postretirement   Benefits,"   which  revises   current  note  disclosure
        requirements for employers' pension and other retiree benefits. SFAS No.
        132 is effective for fiscal years beginning after December 15, 1997. The
        Company  will  adopt  the  provisions  of  SFAS  No.  132  in  the  1998
        consolidated financial statements.

        In December 1997, the American Institute of Certified Public Accountants
        ("AICPA")  issued  Statement of Position  ("SOP") 97-3,  "Accounting  by
        Insurance and Other Enterprises for Insurance-Related  Assessments". SOP
        97-3 provides guidance for assessments  related to insurance  activities
        and  requirements  for  disclosure of certain  information.  SOP 97-3 is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
        the Company's consolidated financial statements.

        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments
        of an  Enterprise  and Related  Information".  SFAS No. 131  establishes
        standards for the way public  business  enterprises  report  information
        about  operating  segments  in annual and interim  financial  statements
        issued  to  shareholders.  It also  establishes  standards  for  related
        disclosures  about  products and  services,  geographic  areas and major
        customers.  Generally,  financial  information  will be  required  to be
        reported  on  the  basis  used  by  management  for  evaluating  segment
        performance and for deciding how to allocate resources to segments. This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997 and need not be applied to interim reporting in the initial year of
        adoption.  Restatement of comparative information for earlier periods is
        required.  Management is currently  reviewing its definition of business
        segments in light of the requirements of SFAS No. 131.

        In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
        Income". SFAS No. 130 establishes standards for reporting and displaying
        comprehensive income and its components in a full set of general purpose
        financial  statements.  SFAS No. 130 requires an  enterprise to classify
        items of other  comprehensive  income  by their  nature  in a  financial
        statement  and display the  accumulated  balance of other  comprehensive
        income separately from retained earnings and additional  paid-in capital
        in the  equity  section  of a  statement  of  financial  position.  This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997.  Reclassification  of  financial  statements  for earlier  periods
        provided for  comparative  purposes is required.  The Company will adopt
        the  provisions  of SFAS  No.  130 in its  1998  consolidated  financial
        statements.

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Implementation of SFAS No. 125 did not have nor is SFAS No. 127 expected
        to  have a  material  impact  on the  Company's  consolidated  financial
        statements.

        Valuation of Investments

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

        Valuation  allowances are netted  against the asset  categories to which
        they apply.


                                      F-8
<PAGE>

        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
        collateral value.

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

        Policy loans are stated at unpaid principal balances.

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

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

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

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

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

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
        Gains (Losses)

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

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
        valuation allowances are included in investment gains or losses.

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

        Recognition of Insurance Income and Related Expenses

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


                                      F-9
<PAGE>

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

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

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

        Deferred Policy Acquisition Costs

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

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

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1997, the expected  investment  yield,  excluding
        policy  loans,  generally  ranged from 7.53%  grading to 7.92% over a 20
        year period.  Estimated gross margin includes  anticipated  premiums and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with  an  offset  to   unrealized   gains   (losses)   in   consolidated
        shareholder's equity as of the balance sheet date.

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

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

        Policyholders' Account Balances and Future Policy Benefits

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


                                      F-10
<PAGE>

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

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

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

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

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its DI reserves
        have been calculated on a reasonable  basis and are adequate,  there can
        be no  assurance  reserves  will be  sufficient  to  provide  for future
        liabilities.


                                      F-11
<PAGE>

        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $886.7 million and $869.4 million at December 31,
        1997 and  1996,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
        summarized as follows:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

        <S>                                                  <C>                 <C>                <C>
        Incurred benefits related to current year..........  $       190.2       $      189.0       $      176.0
        Incurred benefits related to prior years...........            2.1               69.1               67.8
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       192.3       $      258.1       $      243.8
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        28.8       $       32.6       $       37.0
        Benefits paid related to prior years...............          146.2              153.3              137.8
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       175.0       $      185.9       $      174.8
                                                            =================   ================   =================
</TABLE>

        Policyholders' Dividends

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

        At December 31, 1997,  participating  policies,  including  those in the
        Closed Block, represent  approximately 21.2% ($50.2 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes

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

        Separate Accounts

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

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

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1997, 1996 and 1995,  investment  results of
        such  Separate  Accounts  were $3,411.1  million,  $2,970.6  million and
        $1,963.2 million, respectively.

                                      F-12
<PAGE>

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

        Employee Stock Option Plan

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the opinion,  compensation expense is recorded on the date of grant
        only if the current  market price of the  underlying  stock  exceeds the
        exercise  price.  See  Note  21 for the pro  forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
        for Stock-Based Compensation".

 3)     INVESTMENTS

        The following tables provide  additional  information  relating to fixed
        maturities and equity securities:
<TABLE>
<CAPTION>

                                                                        Gross               Gross
                                                   Amortized          Unrealized         Unrealized          Estimated
                                                      Cost              Gains              Losses            Fair Value
                                                -----------------  -----------------   ----------------   -----------------
                                                                              (In Millions)
       <S>                                      <C>                <C>                 <C>                <C>
        December 31, 1997
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,230.3      $       785.0       $       74.5       $    14,940.8
            Mortgage-backed....................        1,702.8               23.5                1.3             1,725.0
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,583.2               83.9                 .6             1,666.5
            States and political subdivisions..          673.0                6.8                 .1               679.7
            Foreign governments................          442.4               44.8                2.0               485.2
            Redeemable preferred stock.........          128.0                6.7                1.0               133.7
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5       $    19,630.9
                                                =================  =================   ================   =================
        Equity Securities:
          Common stock.........................  $       408.4      $        48.7       $       15.0       $       442.1
                                                =================  =================   ================   =================
        December 31, 1996
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    13,645.2      $       451.5       $      121.0       $    13,975.7
            Mortgage-backed....................        2,015.9               11.2               20.3             2,006.8
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,539.4               39.2               19.3             1,559.3
            States and political subdivisions..           77.0                4.5                -                  81.5
            Foreign governments................          302.6               18.0                2.2               318.4
            Redeemable preferred stock.........          139.1                3.3                7.1               135.3
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9       $    18,077.0
                                                =================  =================   ================   =================
        Equity Securities:
          Common stock.........................  $       362.0      $        49.3       $       17.7       $       393.6
                                                =================  =================   ================   =================
</TABLE>

                                      F-13
<PAGE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1997 and 1996,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,759.2 million and $3,915.7 million,  respectively, had estimated fair
        values of $3,903.9 million and $4,024.6 million, respectively.

        The contractual maturity of bonds at December 31, 1997 is shown below:
<TABLE>
<CAPTION>

                                                                                        Available for Sale
                                                                                ------------------------------------
                                                                                   Amortized          Estimated
                                                                                     Cost             Fair Value
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                       <C>                <C>
        Due in one year or less................................................  $      149.9       $      151.3
        Due in years two through five..........................................       2,962.8            3,025.2
        Due in years six through ten...........................................       6,863.9            7,093.0
        Due after ten years....................................................       6,952.3            7,502.7
        Mortgage-backed securities.............................................       1,702.8            1,725.0
                                                                                ----------------   -----------------
        Total..................................................................  $   18,631.7       $   19,497.2
                                                                                ================   =================
</TABLE>

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

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1997,  approximately 17.85% of the $18,610.6 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
        than investment grade.

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

        Fixed maturity  investments with  restructured or modified terms are not
        material.

                                      F-14
<PAGE>

        Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

        <S>                                                  <C>                 <C>                <C>
        Balances, beginning of year........................  $       137.1       $      325.3       $      284.9
        SFAS No. 121 release...............................            -               (152.4)               -
        Additions charged to income........................          334.6              125.0              136.0
        Deductions for writedowns and
          asset dispositions...............................          (87.2)            (160.8)             (95.6)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       384.5       $      137.1       $      325.3
                                                            =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        55.8       $       50.4       $       65.5
          Equity real estate...............................          328.7               86.7              259.8
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       384.5       $      137.1       $      325.3
                                                            =================   ================   =================
</TABLE>

        At December 31, 1997, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $12.6 million
        of fixed maturities and $.9 million of mortgage loans on real estate.

        At  December  31,  1997 and 1996,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $23.4  million  (0.9% of total
        mortgage loans on real estate) and $12.4 million (0.4% of total mortgage
        loans on real estate), respectively.

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $183.4
        million and $388.3 million at December 31, 1997 and 1996,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $17.2  million,  $35.5  million and $52.1  million in
        1997, 1996 and 1995, respectively.  Gross interest income on these loans
        included  in net  investment  income  aggregated  $12.7  million,  $28.2
        million and $37.4 million in 1997, 1996 and 1995, respectively.

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

                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                   1997                 1996
                                                                            -------------------  -------------------
                                                                                         (In Millions)
        <S>                                                                  <C>                 <C>
        Impaired mortgage loans with provision for losses..................  $        196.7       $        340.0
        Impaired mortgage loans without provision for losses...............             3.6                122.3
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           200.3                462.3
        Provision for losses...............................................           (51.8)               (46.4)
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        148.5       $        415.9
                                                                            ===================  ===================
</TABLE>
        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
        expected cash flows are reported as investment gains or losses.

                                      F-15
<PAGE>

        During 1997, 1996 and 1995, respectively, the Company's average recorded
        investment in impaired mortgage loans was $246.9 million, $552.1 million
        and  $429.0  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $15.2  million,  $38.8 million and $27.9 million
        ($2.3  million,  $17.9  million and $13.4  million  recognized on a cash
        basis) for 1997, 1996 and 1995, respectively.

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1997 and 1996,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $1,023.5   million  and  $345.6  million,
        respectively.  For 1997,  1996 and 1995,  respectively,  real  estate of
        $152.0  million,  $58.7  million  and  $35.3  million  was  acquired  in
        satisfaction  of debt. At December 31, 1997 and 1996,  the Company owned
        $693.3 million and $771.7 million, respectively, of real estate acquired
        in satisfaction of debt.

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $541.1
        million and $587.5 million at December 31, 1997 and 1996,  respectively.
        Depreciation expense on real estate totaled $74.9 million, $91.8 million
        and $121.7 million for 1997, 1996 and 1995, respectively.

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial information for real estate joint ventures
        (29 and 34  individual  ventures  as of  December  31,  1997  and  1996,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)

        <S>                                                                      <C>                <C>
        BALANCE SHEETS
        Investments in real estate, at depreciated cost........................  $    1,700.9       $    1,883.7
        Investments in securities, generally at estimated fair value...........       1,374.8            2,430.6
        Cash and cash equivalents..............................................         105.4               98.0
        Other assets...........................................................         584.9              427.0
                                                                                ----------------   -----------------
        Total Assets...........................................................  $    3,766.0       $    4,839.3
                                                                                ================   =================

        Borrowed funds - third party...........................................  $      493.4       $    1,574.3
        Borrowed funds - the Company...........................................          31.2              137.9
        Other liabilities......................................................         284.0              415.8
                                                                                ----------------   -----------------
        Total liabilities......................................................         808.6            2,128.0
                                                                                ----------------   -----------------

        Partners' capital......................................................       2,957.4            2,711.3
                                                                                ----------------   -----------------

        Total Liabilities and Partners' Capital................................  $    3,766.0       $    4,839.3
                                                                                ================   =================

        Equity in partners' capital included above.............................  $      568.5       $      806.8
        Equity in limited partnership interests not included above.............         331.8              201.8
        Other..................................................................           4.3                9.8
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $      904.6       $    1,018.4
                                                                                ================   =================
</TABLE>

                                      F-16
<PAGE>

<TABLE>
<CAPTION>
                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                <C>                <C>
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       310.5       $      348.9       $      463.5
        Revenues of other limited partnership interests....          506.3              386.1              242.3
        Interest expense - third party.....................          (91.8)            (111.0)            (135.3)
        Interest expense - the Company.....................           (7.2)             (30.0)             (41.0)
        Other expenses.....................................         (263.6)            (282.5)            (397.7)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       454.2       $      311.5       $      131.8
                                                            =================   ================   =================

        Equity in net earnings included above..............  $        76.7       $       73.9       $       49.1
        Equity in net earnings of limited partnerships
          interests not included above.....................           69.5               35.8               44.8
        Other..............................................            (.9)                .9                1.0
                                                                                                   -----------------
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $       145.3       $      110.6       $       94.9
                                                            =================   ================   =================
</TABLE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Fixed maturities...................................  $     1,459.4       $    1,307.4       $    1,151.1
        Mortgage loans on real estate......................          260.8              303.0              329.0
        Equity real estate.................................          390.4              442.4              560.4
        Other equity investments...........................          156.9              122.0               76.9
        Policy loans.......................................          177.0              160.3              144.4
        Other investment income............................          181.7              217.4              273.0
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,626.2            2,552.5            2,534.8
                                                            -----------------   ----------------   -----------------

          Investment expenses..............................          343.4              348.9              446.6
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,282.8       $    2,203.6       $    2,088.2
                                                            =================   ================   =================
</TABLE>

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

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Fixed maturities...................................  $        88.1       $       60.5       $      119.9
        Mortgage loans on real estate......................          (11.2)             (27.3)             (40.2)
        Equity real estate.................................         (391.3)             (79.7)             (86.6)
        Other equity investments...........................           14.1               18.9               12.8
        Sale of subsidiaries...............................          252.1                -                  -
        Issuance and sales of Alliance Units...............            -                 20.6                -
        Other..............................................            3.0               (2.8)               (.6)
                                                            -----------------   ----------------   -----------------
        Investment (Losses) Gains, Net.....................  $       (45.2)      $       (9.8)      $        5.3
                                                            =================   ================   =================
</TABLE>

                                      F-17
<PAGE>

        Writedowns of fixed maturities amounted to $11.7 million,  $29.9 million
        and $46.7 million for 1997, 1996 and 1995, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted  to  $136.4  million  and  $23.7  million  for 1997  and  1996,
        respectively.  In the fourth quarter of 1997,  the Company  reclassified
        $1,095.4 million depreciated cost of equity real estate from real estate
        held  for the  production  of  income  to real  estate  held  for  sale.
        Additions to valuation  allowances of $227.6  million were recorded upon
        these transfers.  Additionally in the fourth quarter,  $132.3 million of
        writedowns on real estate held for production of income were recorded.

        For 1997,  1996 and 1995,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $9,789.7
        million,  $8,353.5 million and $8,206.0  million.  Gross gains of $166.0
        million,  $154.2  million and $211.4  million and gross losses of $108.8
        million, $92.7 million and $64.2 million, respectively, were realized on
        these sales. The change in unrealized  investment gains (losses) related
        to fixed maturities  classified as available for sale for 1997, 1996 and
        1995 amounted to $513.4 million,  $(258.0) million and $1,077.2 million,
        respectively.

        For 1997,  1996 and 1995,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $137.5  million,  $136.7
        million and $131.2 million, respectively.

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million note maturing in eight years and bearing interest at the rate of
        7.4%,  subject to certain  adjustments.  Equitable  Life  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term  advisory  agreements  whereby  ERE will  continue  to provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
        the sale.

        Through  June 10, 1997 and the years ended  December  31, 1996 and 1995,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million,  $226.1 million and $245.6 million and combined net earnings of
        $10.7 million,  $30.7 million and $27.9 million.  Total combined  assets
        and liabilities as reported at December 31, 1996 were $171.8 million and
        $130.1 million, respectively.

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  to be  determined  at a later  date.  The  excess  of the
        purchase price, including acquisition costs and minority interest,  over
        the  fair  value of  Cursitor's  net  assets  acquired  resulted  in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3 million,  respectively.  The Company recognized an investment gain
        of $20.6  million as a result of the issuance of Alliance  Units in this
        transaction.  On June 30, 1997,  Alliance  reduced the recorded value of
        goodwill  and  contracts  associated  with  Alliance's   acquisition  of
        Cursitor by $120.9 million.  This charge reflected  Alliance's view that
        Cursitor's continuing decline in assets under management and its reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1997, the Company's ownership of Alliance Units was approximately 56.9%.

                                      F-18
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

       <S>                                                   <C>                 <C>                <C>
        Balance, beginning of year.........................  $       189.9       $      396.5       $     (220.5)
        Changes in unrealized investment gains (losses)....          543.3             (297.6)           1,198.9
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........           53.2                -                (78.1)
            DAC............................................          (89.0)              42.3             (216.8)
            Deferred Federal income taxes..................         (163.8)              48.7             (287.0)
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       533.6       $      189.9       $      396.5
                                                            =================   ================   =================

        Balance, end of year comprises:
          Unrealized investment gains on:
            Fixed maturities...............................  $       871.2       $      357.8       $      615.9
            Other equity investments.......................           33.7               31.6               31.1
            Other, principally Closed Block................           80.9               53.1               93.1
                                                            -----------------   ----------------   -----------------
              Total........................................          985.8              442.5              740.1
          Amounts of unrealized investment gains
            attributable to:
              Participating group annuity contracts........          (19.0)             (72.2)             (72.2)
              DAC..........................................         (141.0)             (52.0)             (94.3)
              Deferred Federal income taxes................         (292.2)            (128.4)            (177.1)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       533.6       $      189.9       $      396.5
                                                            =================   ================   =================
</TABLE>

6)      CLOSED BLOCK

        Summarized financial information for the Closed Block follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1997                 1996
                                                                              -----------------    -----------------
                                                                                          (In Millions)
       <S>                                                                    <C>                  <C>
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $4,059.4 and $3,820.7)...........................................  $    4,231.0         $    3,889.5
        Mortgage loans on real estate........................................       1,341.6              1,380.7
        Policy loans.........................................................       1,700.2              1,765.9
        Cash and other invested assets.......................................         282.7                336.1
        DAC..................................................................         775.2                876.5
        Other assets.........................................................         235.9                246.3
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    8,566.6         $    8,495.0
                                                                              =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances...........  $    8,993.2         $    8,999.7
        Other liabilities....................................................          80.5                 91.6
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    9,073.7         $    9,091.3
                                                                              =================    =================
</TABLE>

                                      F-19
<PAGE>

<TABLE>
<CAPTION>
                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Revenues
        Premiums and other revenue.........................  $       687.1       $      724.8       $      753.4
        Investment income (net of investment
          expenses of $27.0, $27.3 and $26.7)..............          574.9              546.6              538.9
        Investment losses, net.............................          (42.4)              (5.5)             (20.2)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,219.6            1,265.9            1,272.1
                                                            -----------------   ----------------   -----------------

        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,066.7            1,106.3            1,077.6
        Other operating costs and expenses.................           50.4               34.6               51.3
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,117.1            1,140.9            1,128.9
                                                            -----------------   ----------------   -----------------

        Contribution from the Closed Block.................  $       102.5       $      125.0       $      143.2
                                                            =================   ================   =================
</TABLE>

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        an amortized  cost of $8.1 million and $4.3 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized cost of $70.5 million and $114.2 million,
        respectively.  At December 31, 1996, the restructured  mortgage loans on
        real estate  amount  included $.7 million of problem  mortgage  loans on
        real estate.

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

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Impaired mortgage loans with provision for losses......................  $       109.1      $       128.1
        Impaired mortgage loans without provision for losses...................             .6                 .6
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................          109.7              128.7
        Provision for losses...................................................          (17.4)             (12.9)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        92.3      $       115.8
                                                                                ================   =================
</TABLE>

        During  1997,  1996  and  1995,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $110.2 million, $153.8 million
        and $146.9 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $9.4  million,  $10.9 million and $5.9
        million  ($4.1  million,  $4.7 million and $1.3 million  recognized on a
        cash basis) for 1997, 1996 and 1995, respectively.

        Valuation  allowances  amounted to $18.5  million  and $13.8  million on
        mortgage  loans on real  estate and $16.8  million  and $3.7  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million,  $12.8  million  and $16.8  million  for  1997,  1996 and 1995,
        respectively  and  writedowns  of equity real estate  subsequent  to the
        adoption of SFAS No. 121 amounted to $28.8 million for 1997.

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were recorded upon these transfers.  Additionally, in the fourth
        quarter,  $28.8 million of writedowns on real estate held for production
        of income were recorded.

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

                                      F-20
<PAGE>

 7)     DISCONTINUED OPERATIONS

        Summarized financial information for discontinued operations follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1997                 1996
                                                                              -----------------    -----------------
                                                                                          (In Millions)

        <S>                                                                   <C>                   <C>
        Assets
        Mortgage loans on real estate........................................  $      655.5         $    1,111.1
        Equity real estate...................................................         655.6                925.6
        Other equity investments.............................................         209.3                300.5
        Short-term investments...............................................         102.0                 63.2
        Other invested assets................................................          41.9                 50.9
                                                                              -----------------    -----------------
          Total investments..................................................       1,664.3              2,451.3
        Cash and cash equivalents............................................         106.8                 42.6
        Other assets.........................................................         253.9                242.9
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    2,025.0         $    2,736.8
                                                                              =================    =================

        Liabilities
        Policyholders' liabilities...........................................  $    1,048.3         $    1,335.9
        Allowance for future losses..........................................         259.2                262.0
        Amounts due to continuing operations.................................         572.8                996.2
        Other liabilities....................................................         144.7                142.7
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    2,025.0         $    2,736.8
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Revenues
        Investment income (net of investment
          expenses of $97.3, $127.5 and $153.1)............  $       188.6       $      245.4       $      323.6
        Investment losses, net.............................         (173.7)             (18.9)             (22.9)
        Policy fees, premiums and other income.............             .2                 .2                 .7
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................           15.1              226.7              301.4

        Benefits and other deductions......................          169.5              250.4              326.5
        Losses charged to allowance for future losses......         (154.4)             (23.7)             (25.1)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax loss from strengthening of the
          allowance for future losses......................         (134.1)            (129.0)               -
        Federal income tax benefit.........................           46.9               45.2                -
                                                            -----------------   ----------------   -----------------
        Loss from Discontinued Operations..................  $       (87.2)      $      (83.8)      $        -
                                                            =================   ================   =================
</TABLE>

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations  against  the  allowance,  re-estimates  future  losses,  and
        adjusts the  allowance,  if  appropriate.  Additionally,  as part of the
        Company's  annual  planning  process  which  takes  place in the  fourth
        quarter of each year,  investment and benefit cash flow  projections are
        prepared.  These updated  assumptions and estimates resulted in the need
        to strengthen the allowance in 1997 and 1996, respectively.

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in the fourth quarter, $92.5 million of writedown on real
        estate held for production of income were recognized.

        Benefits and other deductions includes $53.3 million, $114.3 million and
        $154.6  million of interest  expense  related to amounts  borrowed  from
        continuing operations in 1997, 1996 and 1995, respectively.

                                      F-21
<PAGE>

        Valuation  allowances  amounted  to $28.4  million  and $9.0  million on
        mortgage  loans on real estate and $88.4  million  and $20.4  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
        for 1997 and 1996, respectively.

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        amortized  costs of $11.0  million and $7.9 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $109.4 million and $208.1 million,
        respectively.

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

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)

        <S>                                                                      <C>                <C>
        Impaired mortgage loans with provision for losses......................  $       101.8      $        83.5
        Impaired mortgage loans without provision for losses...................             .2               15.0
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................          102.0               98.5
        Provision for losses...................................................          (27.3)              (8.8)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        74.7      $        89.7
                                                                                ================   =================
</TABLE>

        During  1997,  1996  and  1995,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $89.2 million, $134.8
        million and $177.4 million, respectively.  Interest income recognized on
        these impaired  mortgage  loans totaled $6.6 million,  $10.1 million and
        $4.5 million ($5.3 million, $7.5 million and $.4 million recognized on a
        cash basis) for 1997, 1996 and 1995, respectively.

        At December  31, 1997 and 1996,  discontinued  operations  had  carrying
        values of $156.2  million  and  $263.0  million,  respectively,  of real
        estate acquired in satisfaction of debt.

8)      SHORT-TERM AND LONG-TERM DEBT

        Short-term and long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1997                 1996
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Short-term debt......................................................  $      422.2         $      174.1
                                                                              -----------------    -----------------
        Long-term debt:
        Equitable Life:
          6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4
          7.70% surplus notes scheduled to mature 2015.......................         199.7                199.6
          Other..............................................................            .3                   .5
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         599.4                599.5
                                                                              -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 5.87% - 12.00% due through 2006....................         951.1                968.6
                                                                              -----------------    -----------------
        Alliance:
          Other..............................................................          18.5                 24.7
                                                                              -----------------    -----------------
        Total long-term debt.................................................       1,569.0              1,592.8
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,991.2         $    1,766.9
                                                                              =================    =================
</TABLE>

                                      F-22
<PAGE>

        Short-term Debt

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying interest rates and expires in June 2000.
        The interest rates are based on external  indices  dependent on the type
        of borrowing  and at December 31, 1997 range from 5.88% to 8.50%.  There
        were no  borrowings  outstanding  under  this bank  credit  facility  at
        December 31, 1997.

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
        December 31, 1997, $50.0 million was outstanding under this program.

        During 1996,  Alliance entered into a $250.0 million five-year revolving
        credit facility with a group of banks. Under the facility,  the interest
        rate, at the option of Alliance, is a floating rate generally based upon
        a defined  prime rate,  a rate related to the London  Interbank  Offered
        Rate  ("LIBOR") or the Federal  funds rate. A facility fee is payable on
        the  total  facility.  The  revolving  credit  facility  will be used to
        provide back-up liquidity for Alliance's $250.0 million commercial paper
        program, to fund commission payments to financial intermediaries for the
        sale of Class B and C shares under Alliance's  mutual fund  distribution
        system, and for general working capital purposes.  At December 31, 1997,
        Alliance had $72.0 million in  commercial  paper  outstanding  and there
        were no borrowings under the revolving credit facility.

        Long-term Debt

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

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

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,164.0  million and $1,406.4 million at December 31, 1997
        and 1996, respectively, as collateral for certain long-term debt.

        At December 31, 1997,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1998 and the succeeding
        four  years are $565.8  million,  $201.4  million,  $8.6  million,  $1.7
        million and $1.8 million, respectively, and $790.6 million thereafter.

 9)     FEDERAL INCOME TAXES

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
        statements of earnings is shown below:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
       <S>                                                   <C>                <C>                <C>
        Federal income tax expense (benefit):
          Current..........................................  $       186.5       $       97.9       $      (11.7)
          Deferred.........................................          (95.0)             (88.2)             132.2
                                                            -----------------   ----------------   -----------------
        Total..............................................  $        91.5       $        9.7       $      120.5
                                                            =================   ================   =================
</TABLE>

                                      F-23
<PAGE>

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

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                <C>                <C>
        Expected Federal income tax expense................  $       234.7       $       73.0       $      173.7
        Non-taxable minority interest......................          (38.0)             (28.6)             (22.0)
        Adjustment of tax audit reserves...................          (81.7)               6.9                4.1
        Equity in unconsolidated subsidiaries..............          (45.1)             (32.3)             (19.4)
        Other..............................................           21.6               (9.3)             (15.9)
                                                            -----------------   ----------------   -----------------
        Federal Income Tax Expense.........................  $        91.5       $        9.7       $      120.5
                                                            =================   ================   =================
</TABLE>

        The components of the net deferred Federal income taxes are as follows:
<TABLE>
<CAPTION>
                                                       December 31, 1997                  December 31, 1996
                                                ---------------------------------  ---------------------------------
                                                    Assets         Liabilities         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)

        <S>                                      <C>              <C>               <C>               <C>
        Compensation and related benefits......  $     257.9      $        -        $      259.2      $       -
        Other..................................         30.7               -                 -                1.8
        DAC, reserves and reinsurance..........          -               222.8               -              166.0
        Investments............................          -               405.7               -              328.6
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     288.6      $      628.5      $      259.2      $     496.4
                                                ===============  ================  ===============   ===============
</TABLE>

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

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                  <C>                <C>
        DAC, reserves and reinsurance......................  $        46.2       $     (156.2)      $       63.3
        Investments........................................         (113.8)              78.6               13.0
        Compensation and related benefits..................            3.7               22.3               30.8
        Other..............................................          (31.1)             (32.9)              25.1
                                                            -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          (Benefit) Expense................................  $       (95.0)      $      (88.2)      $      132.2
                                                            =================   ================   =================
</TABLE>

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

                                      F-24
<PAGE>

10)     REINSURANCE AGREEMENTS

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
        health) is summarized as follows:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
       <S>                                                   <C>                <C>                <C>
        Direct premiums....................................  $       448.6       $      461.4       $      474.2
        Reinsurance assumed................................          198.3              177.5              171.3
        Reinsurance ceded..................................          (45.4)             (41.3)             (38.7)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       601.5       $      597.6       $      606.8
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        61.0       $       48.2       $       44.0
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        70.6       $       54.1       $       48.9
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        36.4       $       32.3       $       28.5
                                                            =================   ================   =================
</TABLE>

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

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.6 million,
        $2.4 million and $260.6 million for 1997,  1996 and 1995,  respectively.
        Ceded death and disability benefits totaled $4.3 million,  $21.2 million
        and $188.1  million  for 1997,  1996 and 1995,  respectively.  Insurance
        liabilities  ceded totaled $593.8 million and $652.4 million at December
        31, 1997 and 1996, respectively.

11)     EMPLOYEE BENEFIT PLANS

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

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

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

        <S>                                                  <C>                 <C>                <C>
        Service cost.......................................  $        32.5       $       33.8       $       30.0
        Interest cost on projected benefit obligations.....          128.2              120.8              122.0
        Actual return on assets............................         (307.6)            (181.4)            (309.2)
        Net amortization and deferrals.....................          166.6               43.4              155.6
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        19.7       $       16.6       $       (1.6)
                                                            =================   ================   =================
</TABLE>

                                      F-25
<PAGE>

        The funded status of the qualified and non-qualified pension plans is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Actuarial present value of obligations:
          Vested...............................................................  $    1,702.6       $    1,672.2
          Non-vested...........................................................           3.9               10.1
                                                                                ----------------   -----------------
        Accumulated Benefit Obligation.........................................  $    1,706.5       $    1,682.3
                                                                                ================   =================

        Plan assets at fair value..............................................  $    1,867.4       $    1,626.0
        Projected benefit obligations..........................................       1,801.3            1,765.5
                                                                                ----------------   -----------------
        Projected benefit obligations (in excess of) or less than plan assets..          66.1             (139.5)
        Unrecognized prior service cost........................................          (9.9)             (17.9)
        Unrecognized net loss from past experience different
          from that assumed....................................................          95.0              280.0
        Unrecognized net asset at transition...................................           3.1                4.7
        Additional minimum liability...........................................           -                (19.3)
                                                                                ----------------   -----------------
        Prepaid  Pension Cost..................................................  $      154.3       $      108.0
                                                                                ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.25% and 4.07%, respectively, at December 31, 1997 and
        7.5% and 4.25%,  respectively,  at December 31,  1996.  As of January 1,
        1997 and 1996,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25%.

        The  Company  recorded,  as a  reduction  of  shareholders'  equity,  an
        additional minimum pension liability of $17.3 million and $12.9 million,
        net  of  Federal   income   taxes,   at  December  31,  1997  and  1996,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
        liability.

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

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $33.2 million,
        $34.7 million and $36.4 million for 1997, 1996 and 1995, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1997,  1996 and 1995,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.7  million,  $18.9
        million and $31.1 million, respectively.

                                      F-26
<PAGE>

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

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                <C>                 <C>
        Service cost.......................................  $         4.5       $        5.3       $        4.0
        Interest cost on accumulated postretirement
          benefits obligation..............................           34.7               34.6               34.7
        Net amortization and deferrals.....................            1.9                2.4               (2.3)
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        41.1       $       42.3       $       36.4
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Accumulated postretirement benefits obligation:
          Retirees.............................................................  $      388.5       $      381.8
          Fully eligible active plan participants..............................          45.7               50.7
          Other active plan participants.......................................          56.6               60.7
                                                                                ----------------   -----------------
                                                                                        490.8              493.2
        Unrecognized prior service cost........................................          40.3               50.5
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions....................        (140.6)            (150.5)
                                                                                ----------------   -----------------
        Accrued Postretirement Benefits Cost...................................  $      390.5       $      393.2
                                                                                ================   =================
</TABLE>

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

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated  postretirement  benefits  obligation  was  8.75%  in  1997,
        gradually  declining  to 2.75% in the  year  2009 and in 1996 was  9.5%,
        gradually  declining to 3.5% in the year 2009. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.25%
        and 7.50% at December 31, 1997 and 1996, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1997
        would be  increased  7%.  The  effect  of this  change on the sum of the
        service cost and interest cost would be an increase of 8%.

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        Derivatives

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1997 and 1996,  respectively,  was  $1,353.4  million and
        $649.9 million.  The average unexpired terms at December 31, 1997 ranged
        from 1.5 to 3.8 years.  At December  31, 1997,  the cost of  terminating
        outstanding  matched  swaps in a loss position was $10.9 million and the
        unrealized  gain on  outstanding  matched  swaps in a gain  position was
        $38.9  million.  The  Company  has no  intention  of  terminating  these
        contracts  prior to  maturity.  During  1996 and 1995,  net gains of $.2
        million and $1.4 million, respectively, were recorded in connection with
        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
        individual annuities contracts. The outstanding notional  amounts at

                                      F-27
<PAGE>

        December 31, 1997 of contracts  purchased and sold were $7,250.0 million
        and $875.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $48.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 1 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
        credited to policyholders' account balances.

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
        commodity derivative instruments is not significant.

        Fair Value of Financial Instruments

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

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
        Insurance Group was not material at December 31, 1997 and 1996.

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

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
        rates over the current interest rate charged on the loan.

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
        offering rates.

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
        rates offered on new policies over the current crediting rates.

                                      F-28
<PAGE>

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

        The following  table  discloses  carrying value and estimated fair value
        for financial instruments not otherwise disclosed in Notes 3, 6 and 7:
<TABLE>
<CAPTION>
                                                                           December 31,
                                                --------------------------------------------------------------------
                                                              1997                               1996
                                                ---------------------------------  ---------------------------------
                                                   Carrying         Estimated         Carrying         Estimated
                                                    Value          Fair Value          Value           Fair Value
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)

        <S>                                      <C>              <C>              <C>                <C>
        Consolidated Financial Instruments:
        Mortgage loans on real estate..........  $    2,611.4     $     2,822.8     $     3,133.0     $    3,394.6
        Other limited partnership interests....         509.4             509.4             467.0            467.0
        Policy loans...........................       2,422.9           2,493.9           2,196.1          2,221.6
        Policyholders' account balances -
          investment contracts.................      12,611.0          12,714.0          12,908.7         12,992.2
        Long-term debt.........................       1,569.0           1,531.5           1,592.8          1,557.7

        Closed Block Financial Instruments:
        Mortgage loans on real estate..........       1,341.6           1,420.7           1,380.7          1,425.6
        Other equity investments...............          86.3              86.3             105.0            105.0
        Policy loans...........................       1,700.2           1,784.2           1,765.9          1,798.0
        SCNILC liability.......................          27.6              30.3              30.6             34.9

        Discontinued Operations Financial
        Instruments:
        Mortgage loans on real estate..........         655.5             779.9           1,111.1          1,220.3
        Fixed maturities.......................          38.7              38.7              42.5             42.5
        Other equity investments...............         209.3             209.3             300.5            300.5
        Guaranteed interest contracts..........          37.0              34.0             290.7            300.5
        Long-term debt.........................         102.0             102.1             102.1            102.2
</TABLE>

13)     COMMITMENTS AND CONTINGENT LIABILITIES

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $202.6 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $362.1 million at December 31, 1997, under existing loan
        or loan commitment agreements.

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

        The Insurance  Group had $47.4 million of letters of credit  outstanding
        at December 31, 1997.

                                      F-29
<PAGE>

14)     LITIGATION

        Equitable  Life recently  agreed to settle,  subject to court  approval,
        previously  disclosed  cases brought by persons  insured under  Lifetime
        Guaranteed   Renewable  Major  Medical  Insurance   Policies  issued  by
        Equitable  Life  (the  "Policies")  in New York  (Golomb  et al.  v. The
        Equitable Life  Assurance  Society of the United  States),  Pennsylvania
        (Malvin et al. v. The  Equitable  Life  Assurance  Society of the United
        States), Texas (Bowler et al. v. The Equitable Life Assurance Society of
        the United  States),  Florida  (Bachman v. The Equitable  Life Assurance
        Society of the United States) and California  (Fletcher v. The Equitable
        Life Assurance Society of the United States).  Plaintiffs in these cases
        claimed that Equitable Life's method for determining  premium  increases
        breached   the  terms  of  certain   forms  of  the   Policies  and  was
        misrepresented.  Plaintiffs  in Bowler and  Fletcher  also  claimed that
        Equitable Life  misrepresented to policyholders in Texas and California,
        respectively,  that  premium  increases  had been  approved by insurance
        departments  in those states and  determined  annual rate increases in a
        manner  that  discriminated  against  policyholders  in those  states in
        violation of the terms of the Policies, representations to policyholders
        and/or state law. The New York trial court  dismissed  the Golomb action
        with  prejudice  and  plaintiffs  appealed.   In  Bowler  and  Fletcher,
        Equitable  Life denied the material  allegations  of the  complaints and
        filed motions for summary  judgment which have been fully  briefed.  The
        Malvin action was stayed indefinitely pending the outcome of proceedings
        in Golomb and in Fletcher the magistrate  concluded that the case should
        be remanded to California  state court and Equitable  Life appealed that
        determination  to the district  judge.  On December 23, 1997,  Equitable
        Life  entered into a settlement  agreement,  subject to court  approval,
        which would result in the dismissal  with  prejudice of each of the five
        pending actions and the resolution of all similar claims on a nationwide
        basis.

        The settlement agreement provides for the creation of a nationwide class
        consisting of all persons holding,  and paying premiums on, the Policies
        at any time since January 1, 1988. An amended complaint will be filed in
        the federal  district court in Tampa,  Florida (where the Florida action
        is pending), that would assert claims of the kind previously made in the
        cases described above on a nationwide  basis, on behalf of policyholders
        in the nationwide class, which consists of approximately  127,000 former
        and current policyholders. If the settlement is approved, Equitable Life
        would pay  $14,166,000  in  exchange  for release of all claims for past
        damages on claims of the type described in the five pending  actions and
        the amended  complaint.  Costs of  administering  the settlement and any
        attorneys'  fees awarded by the court to  plaintiffs'  counsel  would be
        deducted from this fund before distribution of the balance to the class.
        In addition to this payment,  Equitable  Life will provide future relief
        to current  holders of certain  forms of the  Policies in the form of an
        agreement  to be  embodied  in the  court's  judgment,  restricting  the
        premium  increases  Equitable  Life can seek on  these  Policies  in the
        future.  The parties estimate the present value of these restrictions at
        $23,333,000, before deduction of any attorneys' fees that may be awarded
        by the court.  The estimate is based on assumptions  about future events
        that cannot be predicted with certainty and accordingly the actual value
        of the future relief may differ.  The parties to the settlement  shortly
        will be asking the court to approve  preliminarily  the  settlement  and
        settlement class and to permit  distribution of notice of the settlement
        to policyholders, establish procedures for objections, an opportunity to
        opt out of the  settlements  as it  affects  past  damages,  and a court
        hearing on whether the settlement should be finally approved.  Equitable
        Life cannot predict whether the settlement will be approved or, if it is
        not  approved,  the  outcome  of  the  pending  litigations.  As  noted,
        proceedings in Malvin were stayed indefinitely; proceedings in the other
        actions  have been  stayed or  deferred to  accommodate  the  settlement
        approval process.

        A number of lawsuits have been filed against life and health insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        alleged failure to properly supervise agents, and other matters. Some of
        the lawsuits have resulted in the award of substantial judgments against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion  in awarding  punitive  damages.  Equitable  Life,  Equitable
        Variable  Life  Insurance  Company  ("EVLICO,"  which  was  merged  into
        Equitable Life effective January 1, 1997, but whose existence  continues
        for certain limited  purposes,  including the defense of litigation) and
        The  Equitable of  Colorado,  Inc.  ("EOC"),  like other life and health
        insurers,  from  time to time are  involved  in such  litigation.  Among
        litigations  pending against  Equitable Life, EVLICO and EOC of the type
        referred  to in this  paragraph  are the  litigations  described  in the
        following seven paragraphs.

                                      F-30
<PAGE>

        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole, et al. v. The Equitable  Life  Assurance  Society of the United
        States and The Equitable of Colorado,  Inc. The action is brought by the
        holders of a joint  survivorship  whole life policy  issued by EOC.  The
        action purports to be on behalf of a class consisting of all persons who
        from January 1, 1984 purchased life insurance policies sold by Equitable
        Life and EOC based upon allegedly uniform sales presentations and policy
        illustrations.  The  complaint  puts  in  issue  various  alleged  sales
        practices that plaintiffs assert, among other things, misrepresented the
        stated  number of years that the annual  premium  would need to be paid.
        Plaintiffs  seek  damages  in an  unspecified  amount,  imposition  of a
        constructive  trust,  and  seek to  enjoin  Equitable  Life and EOC from
        engaging in the  challenged  sales  practices.  In June 1996,  the Court
        issued a decision and order dismissing with prejudice plaintiffs' causes
        of action for  fraud,  constructive  fraud,  breach of  fiduciary  duty,
        negligence,  and unjust  enrichment,  and dismissing  without  prejudice
        plaintiffs' cause of action under the New York State consumer protection
        statute.  The only remaining causes of action are for breach of contract
        and negligent  misrepresentation.  In April 1997,  plaintiffs noticed an
        appeal from the court's June 1996 order.  Subsequently,  Equitable  Life
        and EOC noticed a cross-appeal  from so much of the June 1996 order that
        denied their motion to dismiss.  Briefing on the appeals is scheduled to
        begin on  February  23,  1998.  In June  1997,  plaintiffs  filed  their
        memorandum  of law and  affidavits  in support of their motion for class
        certification.  That memorandum states that plaintiffs seek to certify a
        class  solely  on their  breach  of  contract  claims,  and not on their
        negligent   misrepresentation  claim.  Plaintiffs'  class  certification
        motion  has been fully  briefed by the  parties  and is sub  judice.  In
        August  1997,   Equitable  Life  and  EOC  moved  for  summary  judgment
        dismissing  plaintiffs'  remaining  claims  of breach  of  contract  and
        negligent  misrepresentation.  Defendants'  summary  judgment motion has
        been fully briefed by the parties. On January 5, 1998,  plaintiffs filed
        a note of issue (placing the case on the trial calendar).

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life  Assurance  Society of the United  States was  commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans,  State of Louisiana.  The action  originally  was brought by an
        individual  who  purchased a whole life policy  from  Equitable  Life in
        1989.  In September  1997,  with leave of the court,  plaintiff  filed a
        second amended  petition naming six additional  policyholder  plaintiffs
        and  three  new  sales  agent  defendants.  The  sole  named  individual
        defendant in the  original  petition is also named as a defendant in the
        second  amended  petition.  Plaintiffs  purport  to  represent  a  class
        consisting  of all persons who  purchased  whole life or universal  life
        insurance policies from Equitable Life from January 1, 1981 through July
        22,  1992.   Plaintiffs   allege   improper  sales  practices  based  on
        allegations  of  misrepresentations   concerning  one  or  more  of  the
        following:  the number of years that  premiums  would need to be paid; a
        policy's suitability as an investment vehicle; and the extent to which a
        policy  was  a  proper  replacement  policy.  Plaintiffs  seek  damages,
        including punitive damages,  in an unspecified  amount. In October 1997,
        Equitable  Life filed (i)  exceptions  to the second  amended  petition,
        asserting  deficiencies  in pleading of venue and vagueness;  and (ii) a
        motion to strike  certain  allegations.  On January 23, 1998,  the court
        heard  argument on  Equitable  Life's  exceptions  and motion to strike.
        Those  motions  are sub  judice.  Motion  practice  regarding  discovery
        continues.

        On July 26,  1996,  an action  entitled  Michael  Bradley  v.  Equitable
        Variable Life  Insurance  Company was commenced in New York state court,
        Kings  County.  The action is  brought by the holder of a variable  life
        insurance policy issued by EVLICO. The plaintiff purports to represent a
        class  consisting  of all persons or entities who  purchased one or more
        life  insurance  policies  issued by EVLICO  from  January 1, 1980.  The
        complaint  puts at issue  various  alleged  sales  practices and alleges
        misrepresentations  concerning  the  extent  to which the  policy  was a
        proper  replacement  policy  and the  number  of years  that the  annual
        premium  would  need to be  paid.  Plaintiff  seeks  damages,  including
        punitive  damages,  in an unspecified  amount and also seeks  injunctive
        relief  prohibiting  EVLICO from canceling  policies for failure to make
        premium  payments  beyond the  alleged  stated  number of years that the
        annual  premium would need to be paid.  EVLICO  answered the  complaint,
        denying the material  allegations.  In September  1996,  Equitable Life,
        EVLICO  and EOC made a motion to have this  proceeding  moved from Kings
        County Supreme Court to New York County for joint trial or consolidation
        with the Cole  action.  The  motion  was  denied by the Court in Cole in
        January 1997.  Plaintiff  then moved for  certification  of a nationwide
        class  consisting of all persons or entities who, since January 1, 1980,
        were   sold   one   or   more   life   insurance   products   based   on
        misrepresentations  as to the number of years  that the  annual  premium
        would need to be paid,  and/or who were  allegedly  induced to  purchase
        additional  policies  from EVLICO  using the cash value  accumulated  in
        existing  policies.  Defendants have opposed this motion.  Discovery and
        briefing  regarding  plaintiff's  motion  for  class  certification  are
        ongoing.

                                      F-31
<PAGE>

        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased a joint whole life policy from EOC in 1988. The complaint puts
        in issue various alleged sales practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  alleges  claims  for  breach of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's  profits from their  alleged  sales  practices.  In May
        1997, plaintiff served a motion for class  certification.  In July 1997,
        the parties  submitted  to the Court a joint  scheduling  report,  joint
        scheduling order and a confidentiality  stipulation and order. The Court
        signed the latter stipulation, and the others remain sub judice. Further
        briefing on plaintiff's class certification motion will await entry of a
        scheduling order and further class  certification  discovery,  which has
        commenced and is on-going.  In January 1998,  the judge  assigned to the
        case recused  himself,  and the case was  reassigned.  Defendants are to
        serve their answer in February 1998.

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991. The amended  complaint  alleges that Equitable Life's and EVLICO's
        agents were  trained not to disclose  fully that the product  being sold
        was  life  insurance.   Plaintiffs  allege  violations  of  the  Federal
        securities  laws and seek  rescission of the  contracts or  compensatory
        damages and attorneys' fees and expenses. Equitable Life and EVLICO have
        answered the amended  complaint,  denying the material  allegations  and
        asserting  certain  affirmative  defenses.   Motion  practice  regarding
        discovery continues.

        On January 9, 1997, an action entitled Rosemarie Chaviano,  individually
        and on behalf of all others  similarly  situated v. The  Equitable  Life
        Assurance  Society of the United  States,  and  Equitable  Variable Life
        Insurance Company,  was filed in Massachusetts state court making claims
        similar to those in the Franze  action and  alleging  violations  of the
        Massachusetts  securities laws. The plaintiff  purports to represent all
        persons in Massachusetts who purchased variable life insurance contracts
        from Equitable Life and EVLICO from January 9, 1993 to the present.  The
        Massachusetts  action seeks  rescission of the contracts or compensatory
        damages,  attorneys'  fees,  expenses and injunctive  relief.  Plaintiff
        filed an amended  complaint in April 1997. In July 1997,  Equitable Life
        served a motion to dismiss the amended complaint or, in the alternative,
        for summary judgment.  On September 12, 1997,  plaintiff moved for class
        certification.  This motion is  scheduled  for  hearing on February  18,
        1998.

        On September 11, 1997, an action entitled Pamela L. and James A. Luther,
        individually and as  representatives of all people similarly situated v.
        The Equitable Life Assurance Society of the United States, The Equitable
        Companies Incorporated, and Casey Cammack, individually and as agent for
        The  Equitable  Life  Assurance  Society  of the  United  States and The
        Equitable  Companies  Incorporated,  was filed in Texas state court. The
        action was brought by holders of a whole life policy and the beneficiary
        under that policy. Plaintiffs purport to represent a nationwide class of
        persons  having  an  ownership  or  beneficial  interest  in  whole  and
        universal  life policies  issued by Equitable  Life from January 1, 1982
        through  December 31, 1996.  Also  included in the  purported  class are
        persons  having an ownership  interest in variable  annuities  purchased
        from Equitable  Life from January 1, 1992 to the present.  The complaint
        puts  in  issue  the  allegations  that  uniform  sales   presentations,
        illustrations,   and   materials   that   Equitable   Life  agents  used
        misrepresented the stated number of years that premiums would need to be
        paid and misrepresented the extent to which the policies at issue were

                                      F-32
<PAGE>

        
        proper  replacement  policies.  Plaintiffs  seek  compensatory  damages,
        attorneys' fees and expenses.  In October 1997,  Equitable Life served a
        general denial of the allegations  against it. The same day, the Holding
        Company entered a special appearance contesting the court's jurisdiction
        over it. In November  1997,  Equitable  Life filed a plea in  abatement,
        which,  under Texas law, stayed further  proceedings in the case because
        plaintiffs  had not served a demand letter.  Plaintiffs  served a demand
        letter upon  Equitable  Life and the Holding  Company,  the  response to
        which is due 60 days  thereafter.  Although  the  outcome of  litigation
        cannot be predicted with certainty,  particularly in the early stages of
        an  action,  the  Company's   management   believes  that  the  ultimate
        resolution of the Cole, Duncan,  Bradley,  Dillon, Franze,  Chaviano and
        Luther  litigations  should  not have a material  adverse  effect on the
        financial position of the Company.  The Company's management cannot make
        an  estimate  of  loss,  if any,  or  predict  whether  or not any  such
        litigation will have a material adverse effect on the Company's  results
        of operations in any particular period.

        On September 12, 1997, the United States District Court for the Northern
        District  of Alabama,  Southern  Division,  entered an order  certifying
        James  Brown  as the  representative  of a class  consisting  of  "[a]ll
        African-Americans  who applied but were not hired for, were  discouraged
        from applying for, or would have applied for the position of Sales Agent
        in the absence of the discriminatory practices, and/or procedures in the
        [former]  Southern  Region  of The  Equitable  from May 16,  1987 to the
        present." The second amended  complaint in James W. Brown,  on behalf of
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,   alleges,  among  other  things,  that  Equitable  Life
        discriminated on the basis of race against  African-American  applicants
        and  potential   applicants  in  hiring  individuals  as  sales  agents.
        Plaintiffs  seek a  declaratory  judgment and  affirmative  and negative
        injunctive relief, including the payment of back-pay,  pension and other
        compensation. Although the outcome of any litigation cannot be predicted
        with  certainty,  the  Company's  management  believes that the ultimate
        resolution of this matter should not have a material  adverse  effect on
        the financial position of the Company.  The Company's  management cannot
        make an estimate of loss, if any, or predict  whether or not such matter
        will  have a  material  adverse  effect  on  the  Company's  results  of
        operations in any particular period.

        The U.S.  Department of Labor ("DOL") is conducting an  investigation of
        Equitable Life's  management of the Prime Property Fund ("PPF").  PPF is
        an open-end,  commingled real estate separate  account of Equitable Life
        for pension clients.  Equitable Life serves as investment manager in PPF
        and retains  EREIM as advisor.  Equitable  Life agreed to indemnify  the
        purchaser of EREIM (which Equitable Life sold in June 1997) with respect
        to any fines,  penalties and rebates to clients in connection  with this
        investigation. In early 1995, the DOL commenced a national investigation
        of commingled real estate funds with pension  investors,  including PPF.
        The  investigation  appears to be focused  principally  on appraisal and
        valuation  procedures  in respect of fund  properties.  The most  recent
        request from the DOL seems to reflect,  at least in part, an interest in
        the relationship  between the valuations for those properties  reflected
        in  appraisals  prepared  for local  property  tax  proceedings  and the
        valuations used by PPF for other  purposes.  At no time has the DOL made
        any  specific   allegation  that  Equitable  Life  or  EREIM  has  acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with certainty,  the Company's  management  believes
        that the ultimate  resolution  of this matter should not have a material
        adverse effect on the financial  position of the Company.  The Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not this  investigation  will have a material  adverse  effect on the
        Company's results of operations in any particular period.

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed  against  Alliance  North  American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The Complaint,  which sought  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund  from  March  27,  1992  through  December  23,  1994,   sought  an
        unspecified  amount of  damages,  costs,  attorneys'  fees and  punitive
        damages.  The principal  allegations  are that the Fund  purchased  debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that were not  permitted by the Fund's  investment  objective,  and that
        there was no  shareholder  vote to change the  investment  objective  to
        permit purchases in such amounts. The Complaint further alleged that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
        District Court for the Southern District of

                                      F-33
<PAGE>

        New York  granted  the  defendants'  motion to dismiss all counts of the
        Complaint ("First  Decision").  On October 11, 1996,  plaintiffs filed a
        motion for reconsideration of the First Decision.  On November 25, 1996,
        the court denied  plaintiffs'  motion for  reconsideration  of the First
        Decision.  On October 29, 1997,  the United  States Court of Appeals for
        the Second Circuit issued an order granting defendants' motion to strike
        and dismissing  plaintiffs' appeal of the First Decision. On October 29,
        1996,  plaintiffs filed a motion for leave to file an amended complaint.
        The principal allegations of the proposed amended complaint are that (i)
        the Fund  failed to hedge  against  the risks of  investing  in  foreign
        securities  despite  representations  that it would do so, (ii) the Fund
        did not properly  disclose that it planned to invest in  mortgage-backed
        derivative  securities  and  (iii) two  advertisements  used by the Fund
        misrepresented the risks of investing in the Fund. On July 15, 1997, the
        District  Court denied  plaintiffs'  motion for leave to file an amended
        complaint  and ordered that the case be dismissed  ("Second  Decision").
        The  plaintiffs  have appealed the Second  Decision to the United States
        Court of Appeals for the Second Circuit.  While the ultimate  outcome of
        this matter cannot be  determined  at this time,  management of Alliance
        does  not  expect  that  it  will  have a  material  adverse  effect  on
        Alliance's results of operations or financial condition.

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory and punitive damages in the U. S. District
        Court for the  Southern  District  of New York.  The suit was brought on
        behalf of the  purchasers  of 126,457 units  consisting of  $126,457,000
        aggregate  principal amount of 13 1/2% senior notes due 2001 and 126,457
        warrants to purchase  shares of common stock of Rickel  issued by Rickel
        in October 1994. The complaint alleges  violations of federal securities
        laws and common law fraud against DLJSC, as the underwriter of the units
        and as an owner of 7.3% of the  common  stock of Rickel,  Eos  Partners,
        L.P., and General Electric Capital Corporation,  each as owners of 44.2%
        of the common stock of Rickel,  and members of the board of directors of
        Rickel, including a DLJSC managing director. The complaint seeks to hold
        DLJSC liable for alleged  misstatements  and omissions  contained in the
        prospectus  and  registration  statement  filed in  connection  with the
        offering of the units,  alleging that the  defendants  knew of financial
        losses  and a  decline  in value of Rickel  in the  months  prior to the
        offering and did not  disclose  such  information.  The  complaint  also
        alleges that Rickel failed to pay its semi-annual  interest  payment due
        on the units on December  15,  1995,  and that Rickel  filed a voluntary
        petition  for  reorganization  pursuant to Chapter 11 of the  Bankruptcy
        Code on January 10,  1996.  DLJSC  intends to defend  itself  vigorously
        against all of the  allegations  contained  in the  complaint.  Although
        there can be no assurance, DLJ does not believe that the outcome of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the  early  stage  of this  litigation,  based on the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
        particular period.

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding  in the U.S.  Bankruptcy  Court for the Northern  District of
        Texas  seeking a  declaratory  judgment  that the  confirmed NGC plan of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
        class. On October 10, 1997, DLJSC and
  
                                      F-34
<PAGE>

        others were named as  defendants  in a new  adversary  proceeding in the
        Bankruptcy Court brought by the NGC Settlement  Trust, an entity created
        by the NGC plan of reorganization to deal with asbestos-related  claims.
        The Trust's  allegations are substantially  similar to the claims in the
        State Court action.  In court papers dated  October 16, 1997,  the State
        Court  plaintiff  indicated  that  he  would  intervene  in the  Trust's
        adversary  proceeding.  On January 21, 1998, the Bankruptcy  Court ruled
        that the State Court plaintiff's  claims were not barred by the NGC plan
        of reorganization  insofar as they alleged nondisclosure of certain cost
        reductions  announced  by NGC in October  1993.  The Texas  State  Court
        action,  which  had  been  removed  to the  Bankruptcy  Court,  has been
        remanded  back to the state  court,  which  remand is being  opposed  by
        DLJSC.  DLJSC  intends to defend  itself  vigorously  against all of the
        allegations  contained  in  the  complaints.  Although  there  can be no
        assurance,  DLJ  does not  believe  that the  ultimate  outcome  of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the early  stage of such  litigation,  based upon the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
        particular period.

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained  in the  prospectus  dated  November  9,  1994.  On
        February 26, 1997,  the parties agreed to a settlement of these actions,
        subject to the District Court's approval,  which was granted on July 31,
        1997. The settlement is also subject to approval by the U.S.  Bankruptcy
        Court for the Eastern District of Louisiana of proposed modifications to
        a  confirmed  plan of  reorganization  for  Harrah's  Jazz  Company  and
        Harrah's  Jazz  Finance  Corp.,  and the  satisfaction  or waiver of all
        conditions  to the  effectiveness  of the plan, as provided in the plan.
        There can be no  assurance  of the  Bankruptcy  Court's  approval of the
        modifications to the plan of  reorganization,  or that the conditions to
        the  effectiveness  of the plan  will be  satisfied  or  waived.  In the
        opinion of DLJ's management,  the settlement, if approved, will not have
        a  material  adverse  effect on DLJ's  results of  operations  or on its
        consolidated financial condition.

        In addition  to the  matters  described  above,  Equitable  Life and its
        subsidiaries  and DLJ and its subsidiaries are involved in various legal
        actions and proceedings in connection with their businesses. Some of the
        actions and  proceedings  have been brought on behalf of various alleged
        classes of  claimants  and certain of these  claimants  seek  damages of
        unspecified  amounts.  While the ultimate outcome of such matters cannot
        be predicted with certainty, in the opinion of management no such matter
        is  likely  to  have  a  material   adverse   effect  on  the  Company's
        consolidated financial position or results of operations.

15)     LEASES

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1998 and the succeeding  four years are $93.5 million,  $84.4
        million,  $70.2 million, $56.4 million, $47.0 million and $489.3 million
        thereafter.   Minimum   future   sub-lease   rental   income   on  these
        noncancelable  leases  for 1998 and the  succeeding  four years are $7.3
        million,  $5.9 million, $3.8 million, $2.4 million, $.8 million and $2.9
        million thereafter.

        At December 31, 1997, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $247.0 million, $238.1 million, $218.7
        million, $197.9 million, $169.1 million and $813.0 million thereafter.

                                      F-35
<PAGE>

16)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

        <S>                                                  <C>                 <C>                <C>
        Compensation costs.................................  $       721.5       $      704.8       $      628.4
        Commissions........................................          409.6              329.5              314.3
        Short-term debt interest expense...................           31.7                8.0               11.4
        Long-term debt interest expense....................          121.2              137.3              108.1
        Amortization of policy acquisition costs...........          287.3              405.2              317.8
        Capitalization of policy acquisition costs.........         (508.0)            (391.9)            (391.0)
        Rent expense, net of sub-lease income..............          101.8              113.7              109.3
        Cursitor intangible assets writedown...............          120.9                -                  -
        Other..............................................          917.9              769.1              677.5
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,203.9       $    2,075.7       $    1,775.8
                                                            =================   ================   =================
</TABLE>

        During 1997, 1996 and 1995, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $42.4   million,   $24.4  million  and  $32.0   million,
        respectively.  The  amounts  paid  during  1997,  associated  with  cost
        reduction  programs,  totaled $22.8  million.  At December 31, 1997, the
        liabilities  associated with cost reduction  programs  amounted to $62.0
        million.  The 1997 cost  reduction  program  include  costs  related  to
        employee  termination  and exit costs.  The 1996 cost reduction  program
        included  restructuring  costs related to the consolidation of insurance
        operations'  service centers.  The 1995 cost reduction  program included
        relocation expenses,  including the accelerated amortization of building
        improvements   associated  with  the  relocation  of  the  home  office.
        Amortization  of DAC in 1996 included a $145.0  million  writeoff of DAC
        related to DI contracts.

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1997, 1996 and 1995,  statutory net
        loss  totaled  $351.7  million,   $351.1  million  and  $352.4  million,
        respectively. No amounts are expected to be available for dividends from
        Equitable Life to the Holding Company in 1998.

        At December 31, 1997, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $19.7  million  of  securities
        deposited with such government or state agencies.

                                      F-36
<PAGE>

        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances  from GAAP.  The following  reconciles  the Insurance  Group's
        statutory change in surplus and capital stock and statutory  surplus and
        capital  stock  determined  in  accordance  with  accounting   practices
        prescribed by the New York  Insurance  Department  with net earnings and
        equity on a GAAP basis.
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Net change in statutory surplus and
          capital stock....................................  $       203.6       $       56.0       $       78.1
        Change in asset valuation reserves.................          147.1              (48.4)             365.7
                                                            -----------------   ----------------   -----------------
        Net change in statutory surplus, capital stock
          and asset valuation reserves.....................          350.7                7.6              443.8
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................          (31.1)            (298.5)             (66.0)
          DAC..............................................          220.7              (13.3)              73.2
          Deferred Federal income taxes....................          103.1              108.0             (158.1)
          Valuation of investments.........................           46.8              289.8              189.1
          Valuation of investment subsidiary...............         (555.8)            (117.7)            (188.6)
          Limited risk reinsurance.........................           82.3               92.5              416.9
          Issuance of surplus notes........................            -                  -               (538.9)
          Postretirement benefits..........................           (3.1)              28.9              (26.7)
          Other, net.......................................           30.3               12.4              115.1
          GAAP adjustments of Closed Block.................            3.6               (9.8)              15.7
          GAAP adjustments of discontinued operations......          189.7              (89.6)              37.3
                                                            -----------------   ----------------   -----------------
        Net Earnings of the Insurance Group................  $       437.2       $       10.3       $      312.8
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                 December 31,
                                                            --------------------------------------------------------
                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Statutory surplus and capital stock................  $     2,462.5       $    2,258.9       $    2,202.9
        Asset valuation reserves...........................        1,444.6            1,297.5            1,345.9
                                                            -----------------   ----------------   -----------------
        Statutory surplus, capital stock and asset
          valuation reserves...............................        3,907.1            3,556.4            3,548.8
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................       (1,336.1)          (1,305.0)          (1,006.5)
          DAC..............................................        3,236.6            3,104.9            3,075.8
          Deferred Federal income taxes....................         (370.8)            (306.1)            (452.0)
          Valuation of investments.........................          783.5              286.8              417.7
          Valuation of investment subsidiary...............       (1,338.6)            (782.8)            (665.1)
          Limited risk reinsurance.........................         (254.2)            (336.5)            (429.0)
          Issuance of surplus notes........................         (539.0)            (539.0)            (538.9)
          Postretirement benefits..........................         (317.5)            (314.4)            (343.3)
          Other, net.......................................          203.7              126.3                4.4
          GAAP adjustments of Closed Block.................          814.3              783.7              830.8
          GAAP adjustments of discontinued operations......           71.5             (190.3)            (184.6)
                                                            -----------------   ----------------   -----------------
        Equity of the Insurance Group......................  $     4,860.5       $    4,084.0       $    4,258.1
                                                            =================   ================   =================
</TABLE>

                                      F-37
<PAGE>

18)     BUSINESS SEGMENT INFORMATION

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
        Information for all periods is presented on a comparable basis.

        Insurance  Operations  offers a variety  of  traditional,  variable  and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small groups and  administers  traditional  participating  group annuity
        contracts with conversion  features,  generally for corporate  qualified
        pension  plans,  and  association   plans  which  provide  full  service
        retirement  programs for individuals  affiliated with  professional  and
        trade   associations.   This  segment  includes  Separate  Accounts  for
        individual insurance and annuity products.

        Investment  Services provides  investment fund management,  primarily to
        institutional  clients.  This  segment  includes  the  Company's  equity
        interest in DLJ and Separate  Accounts which provide various  investment
        options for group clients through pooled or single group accounts.

        Intersegment  investment  advisory and other fees of approximately $81.9
        million,  $127.5  million and $124.1  million  for 1997,  1996 and 1995,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding  amounts  related to the GIC Segment of
        $5.1 million,  $15.7 million and $14.7 million for 1997,  1996 and 1995,
        respectively, are eliminated in consolidation.
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

        <S>                                                 <C>                 <C>                 <C>
        Revenues
        Insurance operations...............................  $     3,684.2       $    3,770.6       $    3,614.6
        Investment services................................        1,455.1            1,126.1              949.1
        Consolidation/elimination..........................          (19.9)             (24.5)             (34.9)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     5,119.4       $    4,872.2       $    4,528.8
                                                            =================   ================   =================

        Earnings (loss) from continuing  operations before Federal income taxes,
          minority interest and cumulative effect of accounting change
        Insurance operations...............................  $       250.3       $      (36.6)      $      303.1
        Investment services................................          485.7              311.9              224.0
        Consolidation/elimination..........................            -                   .2               (3.1)
                                                            -----------------   ----------------   -----------------
              Subtotal.....................................          736.0              275.5              524.0
        Corporate interest expense.........................          (65.3)             (66.9)             (27.9)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       670.7       $      208.6       $      496.1
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                 <C>
        Assets
        Insurance operations...................................................  $    68,305.9      $    60,464.9
        Investment services....................................................       13,719.8           13,542.5
        Consolidation/elimination..............................................         (403.6)            (399.6)
                                                                                ----------------   -----------------
        Total..................................................................  $    81,622.1      $    73,607.8
                                                                                ================   =================
</TABLE>

                                      F-38
<PAGE>

19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The quarterly  results of operations  for 1997 and 1996,  are summarized
        below:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
        <S>                             <C>                <C>                 <C>                  <C>         
        1997
        Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)
                                       =================  =================   ==================   ==================

        1996
        Total Revenues................  $     1,176.5      $     1,199.4       $    1,198.4         $    1,297.9
                                       =================  =================   ==================   ==================

        Earnings (Loss) from
          Continuing Operations
          before Cumulative Effect
          of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)
                                       =================  =================   ==================   ==================
</TABLE>

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.  Net earnings for
        the three  months ended  December  31, 1996  includes a charge of $339.3
        million related to writeoffs of DAC on DI contracts of $94.3 million and
        reserve strengthenings on DI business of $113.7 million,  Pension Par of
        $47.5 million and Discontinued Operations of $83.8 million.

20)     INVESTMENT IN DLJ

        At December  31,  1997,  the  Company's  ownership  of DLJ  interest was
        approximately  34.4%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

                                      F-39
<PAGE>

        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
        Company's carrying value of DLJ, are as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Assets:
        Trading account securities, at market value............................  $   16,535.7       $   15,728.1
        Securities purchased under resale agreements...........................      22,628.8           20,598.7
        Broker-dealer related receivables......................................      28,159.3           16,858.8
        Other assets...........................................................       3,182.0            2,318.1
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   70,505.8       $   55,503.7
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   36,006.7       $   29,378.3
        Broker-dealer related payables.........................................      25,706.1           19,409.7
        Short-term and long-term debt..........................................       3,670.6            2,704.5
        Other liabilities......................................................       2,860.9            2,164.0
                                                                                ----------------   -----------------
        Total liabilities......................................................      68,244.3           53,656.5
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
        Total shareholders' equity.............................................       2,061.5            1,647.2
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   70,505.8       $   55,503.7
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    2,061.5       $    1,647.2
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.5               23.9
        The Holding Company's equity ownership in DLJ..........................        (740.2)            (590.2)
        Minority interest in DLJ...............................................        (729.3)            (588.6)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      615.5       $      492.3
                                                                                ================   =================
</TABLE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Commission, fees and other income......................................  $    2,356.8       $    1,818.2
        Net investment income..................................................       1,652.1            1,074.2
        Dealer, trading and investment gains, net..............................         631.6              598.4
                                                                                ----------------   -----------------
        Total revenues.........................................................       4,640.5            3,490.8
        Total expenses including income taxes..................................       4,232.3            3,199.5
                                                                                ----------------   -----------------
        Net earnings...........................................................         408.2              291.3
        Dividends on preferred stock...........................................          12.1               18.7
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      396.1       $      272.6
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $      396.1       $      272.6
        Amortization of cost in excess of net assets acquired in 1985..........          (1.3)              (3.1)
        The Holding Company's equity in DLJ's earnings.........................        (156.8)            (107.8)
        Minority interest in DLJ...............................................        (109.1)             (73.4)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $      128.9       $       88.3
                                                                                ================   =================
</TABLE>

                                      F-40
<PAGE>

21)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1997,  1996 and 1995  would have
        been:
<TABLE>
<CAPTION>

                                                                        1997              1996             1995
                                                                   ---------------   ---------------  ---------------
                                                                                     (In Millions)
        <S>                                                         <C>               <C>              <C>
        Net Earnings:
          As Reported.............................................  $      437.2      $      10.3      $      312.8
          Pro Forma...............................................  $      426.3      $       3.3      $      311.3
</TABLE>

        The fair value of options  granted  after  December 31, 1994,  used as a
        basis for the above pro forma disclosures,  was estimated as of the date
        of grants  using the  Black-Scholes  option  pricing  model.  The option
        pricing assumptions for 1997, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>

                                  Holding Company                      DLJ                            Alliance
                           ------------------------------ ------------------------------- ----------------------------------
                             1997      1996       1995      1997       1996       1995      1997        1996        1995
                           -------------------- --------- ---------- ---------- --------- ---------- ----------- -----------
        <S>                 <C>       <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>
        Dividend yield....    0.48%     0.80%      0.96%      0.86%      1.54%     1.85%      8.00%      8.00%      8.00%

        Expected volatility  20.00%    20.00%     20.00%     33.00%     25.00%    25.00%     26.00%     23.00%     23.00%

        Risk-free interest
          rate............    5.99%     5.92%      6.83%      5.96%      6.07%     5.86%      5.70%      5.80%      6.00%

        Expected life.....  5 years   5 years    5 years   5 years    5 years   5 years   7.6 years  7.43 years  7.43 years

        Weighted average
          grant-date fair
          value per option   $12.25     $6.94      $5.90    $22.45      $9.35     $7.36      $4.36      $2.69      $2.24

</TABLE>

                                      F-41
<PAGE>

        A summary of the Holding Company,  DLJ and Alliance's option plans is as
        follows:
<TABLE>
<CAPTION>

                                        Holding Company                     DLJ                         Alliance
                                  ----------------------------- ----------------------------- -----------------------------
                                                    Options                       Options                       Options
                                                  Outstanding                   Outstanding                   Outstanding
                                                    Weighted                      Weighted                     Weighted
                                                    Average                       Average                       Average
                                      Shares        Exercise        Shares        Exercise        Units        Exercise
                                  (In Millions)      Price      (In Millions)      Price      (In Millions)      Price
                                  --------------- ------------- --------------- ------------- -----------------------------
       <S>                            <C>          <C>             <C>         <C>               <C>          <C>
        Balance as of
          January 1, 1995........       6.8           $20.31          -                             3.8          $15.46
          Granted................        .4           $20.27          9.2         $27.00            1.8          $20.54
          Exercised..............       (.1)          $20.00          -                             (.5)         $11.20
          Expired................       (.1)          $20.00          -                             -
          Forfeited..............       (.3)          $22.24          -                             (.3)         $16.64
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1995......       6.7           $20.27          9.2         $27.00            4.8          $17.72
          Granted................        .7           $24.94          2.1         $32.54             .7          $25.12
          Exercised..............       (.1)          $19.91          -                             (.4)         $13.64
          Expired................       -                             -                             -
          Forfeited..............       (.6)          $20.21          (.2)        $27.00            (.1)         $19.32
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1996......       6.7           $20.79         11.1         $28.06            5.0          $19.07
          Granted................       3.2           $41.85          3.2         $61.07            1.1          $36.56
          Exercised..............      (1.6)          $20.26          (.1)        $32.03            (.6)         $16.11
          Forfeited..............       (.4)          $23.43          (.1)        $27.51            (.2)         $21.28
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1997......       7.9           $29.05         14.1         $35.56            5.3          $22.82
                                  ===============               =============                 ===============
</TABLE>

                                      F-42
<PAGE>

        Information  about options  outstanding  and exercisable at December 31,
        1997 is as follows:
<TABLE>
<CAPTION>

                                             Options Outstanding                           Options Exercisable
                             ----------------------------------------------------  ------------------------------------
                                                    Weighted
                                                    Average         Weighted                              Weighted
              Range of             Number          Remaining         Average             Number           Average
              Exercise          Outstanding       Contractual       Exercise          Exercisable         Exercise
               Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price
        --------------------- ----------------- ----------------- ---------------  ------------------- ----------------

               Holding
               Company
        ----------------------
       <S>                         <C>                <C>            <C>                 <C>              <C>
        $18.125   -$27.75            4.8               5.84           $20.94              3.0              $20.41
        $28.50    -$45.25            3.1               9.57           $41.84              -                  -
                              -----------------                                    -------------------
        $18.125   -$45.25            7.9               7.29           $29.05              3.0              $20.41
                              ================= ================= ===============  =================== ================

                 DLJ
        ----------------------
        $27.00    -$35.99           10.9               8.0            $28.05              4.9              $27.58
        $36.00    -$50.99             .8               9.3            $40.04              -                  -
        $51.00    -$76.00            2.4               9.8            $67.77              -                  -
                              -----------------                                    -------------------
        $27.00    -$76.00           14.1               8.4            $35.56              4.9              $27.58
                              ================= ================= ================  =================== =================

              Alliance
        ----------------------
        $ 6.0625   -$17.75           1.1               3.86           $13.20              1.0              $13.04
        $19.375    -$19.75            .8               7.34           $19.39               .3              $19.39
        $19.875    -$21.375          1.1               8.28           $20.13               .6              $20.19
        $22.25     -$27.50           1.3               9.81           $23.81               .4              $23.29
        $36.9375   -$37.5625         1.0               9.95           $36.95              -                  -
                              -----------------                                    -------------------
        $  6.0625  -$37.5625         5.3               7.58           $22.82              2.3              $17.43
                              ================= ================== ==============  ====================== =============
</TABLE>

                                      F-43

<PAGE>



                                                                      APPENDIX A

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
AXA-UAP                                 Resources and  Communications  of AXA-UAP  ("AXA-UAP"),  and various  positions  with
23, Avenue Matignon                     AXA-UAP affiliated 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
23, Avenue Matignon                     the Holding Company since February 1996.  Senior Executive Vice President,  Financial
75008 Paris, France                     Services  and 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
The McGraw-Hill Companies               McGraw-Hill 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.
AXA-UAP                                 Director  since  February 1996,  Alliance.  Director  since February 1997,  Donaldson
23, Avenue Matignon                     Lufkin & Jenrette ("DLJ").
75008 Paris, France
- -------------------------------------------------------------------------------------------------------------------------------
William T. Esrey                        Director  of  Equitable  since July 1986.  Chairman  and Chief  Executive  Officer of
Sprint Corporation                      Sprint Corporation. Director of the Holding Company.
P.O. Box 11315
Kansas City, MO 64112
- -------------------------------------------------------------------------------------------------------------------------------
Jean-Rene  Fourtou                      Director of  Equitable  since July 1992.  Chairman and Chief Executive  Officer  of  
Rhone-Poulenc  S.A.                     Rhone-Poulenc  S.A.  Member  of the Supervisory Board of AXA-UAP since January 1997.
25, Quai Paul Doumer                    Director of the Holding 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
- -------------------------------------------------------------------------------------------------------------------------------
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);  previously
1025 NASA Boulevard                     held other officerships with Harris Corporation. Director of the Holding Company.
Melbourne, FL  32919
- -------------------------------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-1


<PAGE>



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

- -------------------------------------------------------------------------------------------------------------------------------
DIRECTORS (continued)

- -------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                              
Mary R. (Nina) Henderson                Director of Equitable since December 1996.  President of Bestfoods  Grocery (formerly
Bestfoods Grocery                       CPC Specialty Markets Group) of BESTFOODS  (formerly CPC  International,  Inc.) since
BESTFOODS                               1993.  Prior  thereto,  President of CPC Specialty  Products and Best Foods  Exports.
International Plaza                     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
184-400 Ocean Road                      Officer 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  Officer
P.O. Box 397                            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 of
Alliance Capital Management             Alliance and Chairman or Director of numerous  subsidiaries and affiliated  companies
Corporation                             of Alliance. Director of the Holding Company.
1345 Avenue of the Americas
New York, NY  10105
- -------------------------------------------------------------------------------------------------------------------------------
OFFICERS AND DIRECTORS

- -------------------------------------------------------------------------------------------------------------------------------
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").
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-2


<PAGE>



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


                                      A-3


<PAGE>



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


                                      A-4
</TABLE>


<PAGE>

                                                                      Appendix B

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 premiums.

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

The chart on page B-2  illustrates  the average annual  compound rates of return
over selected time periods  between  December 31, 1926 and December 31, 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,  see  page  B-1  of the  HRT
prospectus.  For a comparative  illustration  of performance  results of certain
public  mutual  funds  which are similar to the EQAT  portfolios  and managed by
EQAT's Advisers, see page A-1 of the EQAT prospectus.

                                      B-1

<PAGE>


                         AVERAGE ANNUAL RATES OF RETURN

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
FOR THE
FOLLOWING                                      LONG-TERM        LONG-TERM     INTERMEDIATE-        U.S.           CONSUMER
PERIODS ENDING                  COMMON        GOVERNMENT        CORPORATE       TERM GOV'T       TREASURY          PRICE
12/31/97:                       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                7.58            1.96             2.46             2.02            0.58
Since 1926..............
</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.
- --------------------------------------------------------------------------------
                                      B-2



<PAGE>



                                 INCENTIVE LIFE
                                    PLUS(SM)

                          Prospectus Dated May 1, 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 twenty-four investment portfolios:

<TABLE>
<CAPTION>
                                                 INVESTMENT PORTFOLIOS
- ------------------------------------------------------------------------------------------------------------------------------------
FIXED INCOME SERIES:                            EQUITY SERIES:                           ASSET ALLOCATION SERIES:
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                          <C>                            <C>
Domestic Fixed Income        Domestic Equity              International Equity           o  Alliance Conservative Investors
- ---------------------        ---------------              --------------------           o  EQ/Putnam Balanced
 o Alliance Money Market      o T. Rowe Price Equity       o Alliance Global             o  Alliance Balanced
 o Alliance Intermediate        Income                     o Alliance International      o  Alliance Growth Investors
   Government Securities      o EQ/Putnam Growth &         o T. Rowe Price               o  Merrill Lynch World Strategy
 o Alliance Quality Bond        Income Value                 International Stock
                              o Alliance Growth & Income   o Morgan Stanley Emerging
Aggressive Fixed Income       o Alliance Equity Index        Markets Equity
- -----------------------       o Merrill Lynch Basic
 o Alliance High Yield          Value Equity              Aggressive Equity
                              o Alliance Common Stock     -----------------
                              o MFS Research               o Alliance Aggressive Stock
                                                           o Warburg Pincus Small     
                                                             Company Value            
                                                           o Alliance Small Cap Growth
                                                           o MFS Emerging Growth      
                                                             Companies                
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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  Cat. No. 127650

<PAGE>

                                TABLE OF CONTENTS

                                                        PAGE
                                                        ----
SUMMARY OF INCENTIVE LIFE PLUS FEATURES....................1

PART 1 -- DETAILED INFORMATION ABOUT EQUITABLE AND
          INCENTIVE LIFE PLUS INVESTMENT CHOICES............8
          THE COMPANY THAT ISSUES INCENTIVE LIFE PLUS.......8
             Equitable......................................8
          THE SEPARATE ACCOUNT AND THE TRUSTS...............8
             The Separate Account...........................8
             The Trusts.....................................8
             HRT's Manager And Investment Adviser...........9
             EQAT's Manager.................................9
             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..............................13
          
PART 2 -- DETAILED INFORMATION ABOUT INCENTIVE LIFE PLUS...13
          FLEXIBLE PREMIUMS................................13
             Planned Periodic Premiums And 
             Specified Premiums............................14
             Premium And Monthly Charge Allocations........14
          DEATH BENEFITS...................................14
             Guaranteeing The Death Benefit................15
          CHANGES IN INSURANCE PROTECTION..................16
             Changing The Face Amount......................16
             Changing The Death Benefit Option.............16
             Substitution Of Insured Person................17
             When Policy Changes Go Into Effect............17
          MATURITY BENEFIT.................................17
          LIVING BENEFIT OPTION............................17
          ADDITIONAL BENEFITS MAY BE AVAILABLE.............17
          YOUR POLICY ACCOUNT VALUE........................18
             Amounts In The Separate Account...............18
             How We Determine The Unit Value...............18
             Transfers Of Policy Account Value.............18
             Automatic Transfer Service....................19
             Telephone Transfers...........................19
             Charge For Transfers..........................19
          BORROWING FROM YOUR POLICY ACCOUNT...............19
             How To Request A Loan.........................20
             Policy Loan Interest..........................20
             When Interest Is Due..........................20
             Repaying The Loan.............................20
             The Effects Of A Policy Loan..................20
          PARTIAL WITHDRAWALS AND SURRENDER................21
             Partial Withdrawals...........................21
             Surrender For Net Cash Surrender Value........21
          DEDUCTIONS AND CHARGES...........................21
             Deductions From Premiums......................21
             Deductions From Your Policy Account...........22
             Charge Against The Separate Account...........23
             Charges Of The Trusts.........................23
             Surrender Charges.............................23
             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.................................25
             Policy Periods, Anniversaries, Dates 
             And Ages......................................25
          TAX EFFECTS......................................26
             Policy Proceeds...............................26
             Policy Terminations...........................28
             Living Benefits...............................28
             Diversification...............................28
             Policy Changes................................28
             Tax Changes...................................28
             Estate And Generation Skipping Taxes..........28
             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...............29
             Our Taxes.....................................29
             When We Withhold Income Taxes.................29
          
PART 3 -- ADDITIONAL INFORMATION...........................30
          YOUR VOTING PRIVILEGES...........................30
             Trust Voting Privileges.......................30
             How We Determine Your Voting Shares...........30
             Separate Account Voting Rights................30
          OUR RIGHT TO CHANGE HOW WE OPERATE...............30
          OUR REPORTS TO POLICYOWNERS......................31
          LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY......31
          YOUR PAYMENT OPTIONS.............................31
          YOUR BENEFICIARY.................................31
          ASSIGNING YOUR POLICY............................32
          WHEN WE PAY POLICY PROCEEDS......................32
          DIVIDENDS........................................32
          REGULATION.......................................32
          SPECIAL CIRCUMSTANCES............................32
          DISTRIBUTION.....................................32
          LEGAL PROCEEDINGS................................33
          ACCOUNTING AND ACTUARIAL EXPERTS.................33
          ADDITIONAL INFORMATION...........................33
          YEAR 2000 PROGRESS...............................33
          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.  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.


                                       1
<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.


                                       2
<PAGE>

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) of average net assets in the
   Separate  Account.  This  charge will be deducted  differently  for  policies
   issued in New York.

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

   The Hudson River Trust.  Effective  May 1, 1997,  a new  investment  advisory
   agreement relating to each of the HRT portfolios was entered into between HRT
   and Alliance, HRT's Investment Adviser. The table below, reflecting the HRT's
   estimated  expenses,  is based on information 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:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                             1997 RESTATED FEES AND EXPENSES
                                                           --------------------------------------------------------------------
HRT PORTFOLIO                                                  MANAGEMENT FEE        OTHER EXPENSES     TOTAL ANNUAL EXPENSES
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                   <C>                    <C>  
Alliance Money Market.....................................         0.35%                 0.04%                  0.39%
Alliance Intermediate Government Securities...............         0.50%                 0.06%                  0.56%
Alliance Quality Bond.....................................         0.53%                 0.05%                  0.58%
Alliance High Yield.......................................         0.60%                 0.04%                  0.64%
Alliance Growth & Income..................................         0.55%                 0.04%                  0.59%
Alliance Equity Index.....................................         0.32%                 0.04%                  0.36%
Alliance Common Stock.....................................         0.37%                 0.03%                  0.40%
Alliance Global...........................................         0.65%                 0.08%                  0.73%
Alliance International....................................         0.90%                 0.18%                  1.08%
Alliance Aggressive Stock.................................         0.54%                 0.03%                  0.57%
Alliance Small Cap Growth*................................         0.90%                 0.05%                  0.95%
Alliance Conservative Investors...........................         0.48%                 0.07%                  0.55%
Alliance Balanced.........................................         0.42%                 0.05%                  0.47%
Alliance Growth Investors.................................         0.52%                 0.05%                  0.57%
</TABLE>

- -------------------
* Estimated expenses. The portfolio commenced operations on May 1, 1997.
- --------------------------------------------------------------------------------

   EQ Advisors Trust. The EQ Advisors Trust commenced operations on May 1, 1997.
   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:


                                       3
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                             ESTIMATED 1998 FEES AND EXPENSES
                                                           --------------------------------------------------------------------
                                                                                                                TOTAL ANNUAL
EQAT PORTFOLIO                                              MANAGEMENT FEE     12B-1 FEES     OTHER EXPENSES*     EXPENSES
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>              <C>              <C>  
T. Rowe Price Equity Income...............................        0.55%            0.25%            0.05%            0.85%
EQ/Putnam Growth & Income Value...........................        0.55%            0.25%            0.05%            0.85%
Merrill Lynch Basic Value Equity..........................        0.55%            0.25%            0.05%            0.85%
MFS Research..............................................        0.55%            0.25%            0.05%            0.85%
T. Rowe Price International Stock.........................        0.75%            0.25%            0.20%            1.20%
Morgan Stanley Emerging Markets Equity**..................        1.15%            0.25%            0.35%            1.75%
Warburg Pincus Small Company Value........................        0.65%            0.25%            0.10%            1.00%
MFS Emerging Growth Companies.............................        0.55%            0.25%            0.05%            0.85%
EQ/Putnam Balanced........................................        0.55%            0.25%            0.10%            0.90%
Merrill Lynch World Strategy..............................        0.70%            0.25%            0.25%            1.20%
</TABLE>

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

**Commenced operations on August 20, 1997.
- --------------------------------------------------------------------------------

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, where applicable),  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  Intermediate
Government Securities, Alliance Quality Bond and Alliance High Yield Portfolios.


                                       4
<PAGE>

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.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                           RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1997
                                                        -----------------------------------------------------------------------
                                                SEC                                                                   SINCE
PORTFOLIO                                      YIELDS      1 YEAR     3 YEARS     5 YEARS    10 YEARS    20 YEARS  INCEPTION(+)
- -------------------------------------------------------------------------------------------------------------------------------
FIXED INCOME SERIES
<S>                                              <C>         <C>         <C>         <C>        <C>        <C>          <C>  
   Alliance Money Market                         5.35%       5.42%       5.50%       4.69%      5.78%         --        7.17%
   Alliance Intermediate Gov't Securities        5.57        7.29        8.06        5.94         --          --        7.00
   Alliance Quality Bond                         5.96        9.14       10.40          --         --          --        5.80
   Alliance High Yield                          10.32       18.48       20.42       15.89      12.80          --       12.04

EQUITY SERIES
   T. Rowe Price Equity Income                                 --          --          --         --          --       22.11 **
   EQ/Putnam Growth & Income Value                             --          --          --         --          --       16.23 **
   Alliance Growth & Income                                 26.90       23.65          --         --          --       15.94
   Alliance Equity Index                                    32.58       30.35          --         --          --       23.35
   Merrill Lynch Basic Value Equity                            --          --          --         --          --       16.99 **
   Alliance Common Stock                                    29.40       28.66       21.08      18.00       17.56%      15.83
   MFS Research                                                --          --          --         --          --       16.07 **
   Alliance Global                                          11.66       14.99       16.15      13.74          --       11.70
   Alliance International                                   (2.98)         --          --         --          --        6.39
   T. Rowe Price International Stock                           --          --          --         --          --       (1.49) **
   Morgan Stanley Emerging Markets Equity                      --          --          --         --          --      (20.16) *
   Alliance Aggressive Stock                                10.94       21.29       14.92      19.00          --       19.41
   Warburg Pincus Small Company Value                          --          --          --         --          --       19.15 **
   Alliance Small Cap Growth                                   --          --          --         --          --       26.74 **
   MFS Emerging Growth Companies                               --          --          --         --          --       22.42 **

ASSET ALLOCATION SERIES
   Alliance Conservative Investors                          13.25       12.79        8.79         --          --        9.53
   EQ/Putnam Balanced                                          --          --          --         --          --       14.38 **
   Alliance Balanced                                        15.06       15.45        9.71      12.04          --       12.30
   Alliance Growth Investors                                16.87       18.48       13.17         --          --       15.73
   Merrill Lynch World Strategy                                --          --          --         --          --        4.70 **
</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 International  Portfolio on April 3, 1995; the Alliance
   Equity  Index  Portfolio on March 1, 1994;  the Alliance  Growth & Income and
   Alliance   Quality  Bond   Portfolios  on  October  1,  1993;   the  Alliance
   Intermediate  Government  Securities Portfolio on April 1, 1991; the Alliance
   Conservative  Investors  and the  Alliance  Growth  Investors  Portfolios  on
   October 2, 1989;  the  Alliance  Global  Portfolio  on August 27,  1987;  the
   Alliance  High Yield  Portfolio on January 2, 1987;  the Alliance  Aggressive
   Stock and Alliance  Balanced  Portfolios on January 27, 1986; the predecessor
   of the Alliance Money Market  Portfolio on July 13, 1981; and the predecessor
   of the  Alliance  Common  Stock  Portfolio  on January 13,  1976.  The Morgan
   Stanley  Emerging  Markets Equity  Portfolio  received its initial funding on
   August 20, 1997; the T. Rowe Price Equity Income,  EQ/Putnam  Growth & Income
   Value,  Merrill  Lynch  Basic  Value  Equity,  MFS  Research,  T. Rowe  Price
   International  Stock, Warburg Pincus Small Company Value, MFS Emerging Growth
   Companies,  EQ/Putnam  Balanced and Merrill Lynch World  Strategy  Portfolios
   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


                                       5
<PAGE>

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 table on page 7 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  twenty-four  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 the Morgan
Stanley Emerging Markets Equity Portfolio,  as its inception date was after June
30, 1997.


                                       6
<PAGE>


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

                                                             MALE AGE 40
                                                   PREFERRED RISK NON-TOBACCO USER

         
- -----------------------------------------------------------------------------------------------------------------------------------
                                               ASSUMED 
                                                POLICY
                                               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    
                                                 YEAR:         PAID        VALUE      VALUE        PAID      VALUE      VALUE      
                   PORTFOLIO:                 ----------  -------------------------------------   -------------------------------  

THE FIXED INCOME SERIES:
- --------------------------------------------
DOMESTIC FIXED INCOME:
<S>                                              <C>         <C>         <C>         <C>         <C>       <C>         <C>         
Alliance Money Market.....................       1982        $4,000      $2,786      $ 884       $20,000   $17,865     $15,523     
Alliance Int. Gov't Securities............       1991         4,000       2,769        867        20,000    16,831      14,489     
Alliance Quality Bond.....................       1994         4,000       2,239        337            --        --          --     

AGGRESSIVE FIXED INCOME:
Alliance High Yield.......................       1987         4,000       2,524        622        20,000    18,426      16,084     

THE EQUITY SERIES:
- --------------------------------------------

DOMESTIC EQUITY:
T. Rowe Price Equity Income...............       1997         4,000       3,072      1,170            --        --          --     
EQ/Putnam Growth & Income Value...........       1997         4,000       2,891        989            --        --          --     
Alliance Growth & Income..................       1994         4,000       2,375        473            --        --          --     
Alliance Equity Index.....................       1994         4,000       2,428        526            --        --          --     
Merrill Lynch Basic Value Equity..........       1997         4,000       2,916      1,014            --        --          --     
Alliance Common Stock.....................       1976         4,000       2,669        767        20,000    26,718      24,376     
MFS Research..............................       1997         4,000       2,886        984            --        --          --     

INTERNATIONAL EQUITY:
Alliance Global...........................       1988         4,000       2,722        820        20,000    18,763      16,421     
Alliance International....................       1995         4,000       2,739        837            --        --          --     
T. Rowe Price International Stock.........       1997         4,000       2,353        451            --        --          --     
Morgan Stanley Emerging Markets
   Equity.................................         --            --          --         --            --        --          --     

AGGRESSIVE EQUITY:
Alliance Aggressive Stock.................       1986         4,000       3,469      1,567        20,000    22,781      20,439     
Warburg Pincus Small Company Value........       1997         4,000       2,980      1,078            --        --          --     
Alliance Small Cap Growth.................       1997         4,000       3,211      1,309            --        --          --     
MFS Emerging Growth Companies.............       1997         4,000       3,081      1,179            --        --          --     

THE ASSET ALLOCATION SERIES:
- --------------------------------------------
Alliance Conservative Investors...........       1990         4,000       2,585        683        20,000    16,321      13,979     
EQ/Putnam Balanced........................       1997         4,000       2,838        936            --        --          --     
Alliance Balanced.........................       1986         4,000       3,271      1,369        20,000    19,252      16,910     
Alliance Growth Investors.................       1990         4,000       2,715        813        20,000    19,184      16,842     
Merrill Lynch World Strategy..............       1997         4,000       2,541        639            --        --          --     
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>


                                               ASSUMED 
                                                POLICY
                                               PURCHASE                AT THE END OF               FROM POLICY PURCHASE THROUGH
                                                DATE(2)           THE TENTH POLICY YEAR                 DECEMBER 31, 1997
                                              ----------  ------------------------------------  ------------------------------------
                                               BEGINNING     TOTAL     POLICY       CASH           TOTAL     POLICY       CASH
                                                  OF        PREMIUM    ACCOUNT    SURRENDER       PREMIUM    ACCOUNT     SURRENDER
                                                 YEAR:        PAID      VALUE        VALUE          PAID      VALUE       VALUE
                   PORTFOLIO:                 ----------  ------------------------------------  ------------------------------------

THE FIXED INCOME SERIES:
- --------------------------------------------
DOMESTIC FIXED INCOME:
<S>                                              <C>      <C>         <C>          <C>           <C>        <C>         <C>     
Alliance Money Market.....................       1982     $40,000     $41,636      $39,811       $64,000    $ 70,846    $ 70,846
Alliance Int. Gov't Securities............       1991          --          --           --        28,000      24,480      22,110
Alliance Quality Bond.....................       1994          --          --           --        16,000      13,409      11,088

AGGRESSIVE FIXED INCOME:
Alliance High Yield.......................       1987      40,000      56,892       55,067        44,000      70,387      68,927

THE EQUITY SERIES:
- --------------------------------------------

DOMESTIC EQUITY:
T. Rowe Price Equity Income...............       1997          --          --           --         4,000       3,072       1,170
EQ/Putnam Growth & Income Value...........       1997          --          --           --         4,000       2,891         989
Alliance Growth & Income..................       1994          --          --           --        16,000      18,236      15,914
Alliance Equity Index.....................       1994          --          --           --        16,000      20,653      18,331
Merrill Lynch Basic Value Equity..........       1997          --          --           --         4,000       2,916       1,014
Alliance Common Stock.....................       1976      40,000      69,455       67,630        88,000     554,092     554,092
MFS Research..............................       1997          --          --           --         4,000       2,886         984

INTERNATIONAL EQUITY:
Alliance Global...........................       1988      40,000      59,395       57,570        40,000      59,395      57,570
Alliance International....................       1995          --          --           --        12,000       8,818       6,516
T. Rowe Price International Stock.........       1997          --          --           --         4,000       2,353         451
Morgan Stanley Emerging Markets
   Equity.................................         --          --          --           --            --          --          --

AGGRESSIVE EQUITY:
Alliance Aggressive Stock.................       1986      40,000      82,254       80,429        48,000     117,463     116,368
Warburg Pincus Small Company Value........       1997          --          --           --         4,000       2,980       1,078
Alliance Small Cap Growth.................       1997          --          --           --         4,000       3,211       1,309
MFS Emerging Growth Companies.............       1997          --          --           --         4,000       3,081       1,179

THE ASSET ALLOCATION SERIES:
- --------------------------------------------
Alliance Conservative Investors...........       1990          --          --           --        32,000      33,257      31,067
EQ/Putnam Balanced........................       1997          --          --           --         4,000       2,838         936
Alliance Balanced.........................       1986      40,000      49,239       47,414        48,000      69,266      68,171
Alliance Growth Investors.................       1990          --          --           --        32,000      42,805      40,615
Merrill Lynch World Strategy..............       1997          --          --           --         4,000       2,541         639
</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.


                                       7


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

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

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

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

If any  changes  are made that  result in a  material  change in the  underlying
investments of a Fund, policy owners 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.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                       HRT PORTFOLIOS                                                   EQAT PORTFOLIOS
- -------------------------------------------------------------     -------------------------------------------------------------
FIXED INCOME SERIES:                                              EQUITY SERIES:
<S>                           <C>                                 <C>                           <C>
o  Alliance Money Market      o  Alliance Quality Bond            o  T. Rowe Price Equity       o  Morgan Stanley
o  Alliance Intermediate      o  Alliance High Yield                 Income                        Emerging Markets
   Government Securities                                          o  EQ/Putnam Growth &            Equity
                                                                     Income Value               o  Warburg Pincus
EQUITY SERIES:                                                    o  Merrill Lynch                 Small Company Value
o  Alliance Growth & Income   o  Alliance International              Basic Value Equity         o  MFS Emerging
o  Alliance Equity Index      o  Alliance Aggressive Stock        o  MFS Research                  Growth Companies
o  Alliance Common Stock      o  Alliance Small Cap Growth        o  T. Rowe Price
o  Alliance Global                                                   International Stock

ASSET ALLOCATION SERIES:                                          ASSET ALLOCATION SERIES:
o  Alliance Conservative      o  Alliance Growth                  o  EQ/Putnam Balanced         o  Merrill Lynch World
   Investors                     Investors                                                         Strategy
o  Alliance Balanced
- -------------------------------------------------------------------------------------------------------------------------------
</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  


                                       8
<PAGE>

portfolio.  The EQAT  commenced  operations  on May 1,  1997.  The Trusts do not
impose  sales  charges or  "loads"  for buying and  selling  their  shares.  All
dividends and other distributions on a portfolio's shares are reinvested in full
and fractional  shares of the portfolio to which they relate.  Each Fund invests
in  either  Class  IA or Class  IB  shares  of a  corresponding  portfolio.  HRT
portfolios  sell Class IA shares to the Funds and EQAT  portfolios sell Class IB
shares to the Funds.  (Class IA shares of the EQAT portfolios are not offered at
this time.)

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
policy owners 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 policy owners,  we will see to it that  appropriate
action  is taken to do so.  Also,  if we ever  believe  that any of the  Trusts'
portfolios is so large as to materially impair the investment performance of the
portfolio or the Trust involved, we will examine other investment options.

All of the  portfolios,  except for the Morgan Stanley  Emerging  Markets Equity
portfolio and Merrill Lynch World Strategy portfolio, are "diversified" for 1940
Act  purposes.  The  Trustees  of the HRT or the EQAT may  establish  additional
portfolios  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  relating to Class IB shares and all other  aspects of
their  operations,   appears  in  the  HRT  prospectus   (beginning  after  this
prospectus),  the EQAT prospectus  (beginning after the HRT  prospectus),  or in
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.


                                       9
<PAGE>

EQAT'S INVESTMENT  ADVISERS.  Rowe  Price-Fleming  International,  Inc.; T. Rowe
Price  Associates,  Inc.;  Putnam  Investment  Management,  Inc.;  Massachusetts
Financial  Services  Company;  Morgan Stanley Asset  Management,  Inc.;  Warburg
Pincus Asset Management, Inc.; and Merrill Lynch Asset Management, L.P. serve as
EQAT Advisers only for their respective EQAT portfolios.

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.

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.

MERRILL  LYNCH  ASSET  MANAGEMENT  L.P.  Founded in 1976,  Merrill  Lynch  Asset
Management ("MLAM") is a dedicated asset management affiliate of Merrill Lynch &
Co., Inc., a financial  management and advisory company with more than a century
of experience.  As of December 31, 1997, MLAM along with its advisory affiliates
held approximately $278 billion in investment company and other portfolio assets
under  management.  MLAM advises  Merrill Lynch Basic Value  Equity,  a domestic
equity  portfolio  with a value  approach to investing,  and Merrill Lynch World
Strategy,  a global flexible asset allocation portfolio that invests in equities
and fixed income  securities  worldwide.  The company is located at 800 Scudders
Mill Road, Plainsboro, NJ 08543.

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,  and EQ/Putnam
Balanced, a balanced stock and bond portfolio.  Putnam is an indirect subsidiary
of Marsh & McLennan  Companies,  Inc. and is located at One Post Office  Square,
Boston, MA 02109.

T. ROWE  PRICE  ASSOCIATES,  INC.  AND ROWE  PRICE-FLEMING  INTERNATIONAL,  INC.
Founded  in  1937,  T.  Rowe  Price  provides  investment   management  to  both
individuals and institutions.  With its affiliates, assets under management were
over $126 billion as of December 31, 1997.  T. Rowe Price  advises T. Rowe Price
Equity Income, a domestic equity  portfolio.  The company is located at 100 East
Pratt Street, Baltimore, MD 21202.

Rowe Price-Fleming International, Inc., ("Price-Fleming") was founded as a joint
venture between T. Rowe Price and Robert Fleming  Holdings,  Ltd., a diversified
British investment organization.  Price-Fleming's  predominately non-U.S. assets
under management were the equivalent of approximately $30 billion as of December
31,  1997.   Price-Fleming   advises  T.  Rowe  Price  International  Stock,  an
international  equity  portfolio  and is  located  at  100  East  Pratt  Street,
Baltimore, MD 21202.

WARBURG PINCUS ASSET  MANAGEMENT,  INC.  Warburg Pincus Asset  Management,  Inc.
("WPAM") is a professional  investment  advisory firm which provides services to
investment companies,  employee benefit plans, endowment funds,  foundations and
other  institutions and individuals.  Assets under management were approximately
$19.7 billion as of December 31, 1997. WPAM is indirectly controlled by Warburg,
Pincus & Co., a New York partnership, which serves as a holding company of WPAM.
WPAM advises Warburg Pincus Small Company Value, an aggressive equity portfolio.
The company is located at 466 Lexington Avenue, New York, NY 10017.

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.


                                       10
<PAGE>

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:

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

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

   Alliance Quality Bond           Primarily investment grade fixed-income             High current income consistent
                                   securities.                                         with preservation of capital.

   AGGRESSIVE FIXED INCOME:
   ------------------------
   Alliance High Yield             Primarily a diversifed mix of high-yield,           High return by maximizing current
                                   fixed-income   securities   involving  greater      income and, to the extent        
                                   volatility  of price and risk of principal and      consistent with that objective,  
                                   income    than    highquality     fixed-income      capital appreciation.            
                                   securities. The medium- and lower-quality debt                                       
                                   securities  in which the  portfolio may invest                                       
                                   aer   commonly    known   as   "junk   bonds."                                       
- -------------------------------------------------------------------------------------------------------------------------------
   EQUITY SERIES:
   DOMESTIC EQUITY:
   ----------------
   T. Rowe Price Equity Income     Primarily dividend paying common stocks of          Substantial dividend income and
                                   established companies.                              also capital appreciation.

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

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

   Alliance Equity Index           Selected securities in the S&P's 500 Index (the     Total return performance (before
                                   "Index") which the adviser believes will, in        trust expenses and Separate
                                   the aggregate, approximate the performance          Account annual expenses) that
                                   results of the Index.                               approximates the investment
                                                                                       performance of the Index (including
                                                                                       reinvestment of dividends) at a risk
                                                                                       level consistent with that of the Index.
                                                                                       
   Merrill Lynch Basic Value       Securities,  primarily  equities,  that the         Capital appreciation  and, secondarily, 
     Equity                        Equity  portfolio  adviser believes are under       income.                           
                                   valued and therefore represent basic 
                                   investment value.

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

   MFS Research                    A  substantial  portion  of  assets                 Long-term  growth of capital and
                                   invested in common stock or securities              future income.
                                   convertible  into common  stock of  companies 
                                   believed  by the portfolio  adviser  to  
                                   possess better  than verage prospects for
                                   a long-term growth.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>
             PORTFOLIO                            INVESTMENT POLICY                                OBJECTIVE
- -------------------------------------------------------------------------------------------------------------------------------
   INTERNATIONAL EQUITY:
   ---------------------
   <S>                             <C>                                                 <C>
   Alliance Global                 Primarily equity securities of non-United           Long-term growth of capital.
                                   States as well as United States companies.

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

   T. Rowe Price International     Primarily common stocks of established              Long-term growth of capital.
      Stock                        non-United States companies.

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

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

   Warburg Pincus Small Company    Primarily in a portfolio of equity securities       Long-term capital appreciation.
      Value                        of small capitalization companies (i.e.,
                                   companies having market capitalizations of $1
                                   billion  or  less  at  the  time  of  initial
                                   purchase)   that   the   portfolio    adviser
                                   considers to be relatively undervalued.

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

   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.                                      
- -------------------------------------------------------------------------------------------------------------------------------
   ASSET ALLOCATION SERIES:

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

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

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

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

   Merrill Lynch World Strategy    Primarily equity and fixed-income securities,       High total investment return.
                                   including convertible securities, of U.S. and
                                   foreign issuers.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       12
<PAGE>

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 generally  subject to regulation under these Acts. We
have  been  advised  that the  staff  of the SEC has not  made a  review  of the
disclosures  that are included in the prospectus for your  information  and that
relate  to the  general  account  and the  Guaranteed  Interest  Account.  These
disclosures,  however, may be subject to certain generally applicable provisions
of the Federal  securities  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 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


                                       13
<PAGE>

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 policy owner 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.

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.


                                       14
<PAGE>

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

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                          TABLE OF DEATH BENEFITS AS A PERCENTAGE MULTIPLE OF POLICY ACCOUNT VALUES

   <S>               <C>          <C>         <C>         <C>         <C>        <C>         <C>       <C>          <C>
   INSURED           40 or        45          50          55          60         65          70        75 to        100
   PERSON'S AGE      under                                                                               95

                     250%        215%        185%        150%        130%       120%        115%        105%        100%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

The death  benefit  option  you  select (A or B) and the  amount of your  yearly
renewable term rider for the insured person (YRT rider) can affect the length of
time that the death benefit guarantee  provision will last. If you have selected
death  benefit  Option A, and you never  change it to Option B,  assuming no YRT
rider,  then the death benefit  guarantee  provision will terminate on the Final
Policy Date.  See MATURITY  BENEFIT 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>
- -------------------------------------------------------------------------------------------------------------------------------
   <S>                                   <C>                                         <C>
   % 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
- -------------------------------------------------------------------------------------------------------------------------------
   Less than  25%                        To  the   later  of   policy anniversary    To the later of policy anniversary
                                         age 75 or 30 policy years*                  nearest age 75 or 15 policy years
- -------------------------------------------------------------------------------------------------------------------------------
   25% to less than 50%                  To the later of policy anniversary          To the later of policy anniversary
                                         nearest age 65 or 20 policy years           nearest age 65 or 15 policy years
- -------------------------------------------------------------------------------------------------------------------------------
   50% to less than 75%                  To the later of policy anniversary          To the later of policy anniversary
                                         nearest age 55 or 10 policy years           nearest age 55 or 10 policy years
- -------------------------------------------------------------------------------------------------------------------------------
   75% and greater                       3 policy years                              3 policy years
- -------------------------------------------------------------------------------------------------------------------------------
</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


                                       15
<PAGE>

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 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.


                                       16
<PAGE>

These  increases and decreases in Face Amount are made so that the amount of the
death benefit remains the same on the date of the change. When the death benefit
remains  the same,  there is no change in the net  amount at risk,  which is the
amount on which  cost of  insurance  charges  are based  (see COST OF  INSURANCE
CHARGE 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.

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


                                       17
<PAGE>

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 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)
855-5100.

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 


                                       18
<PAGE>

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

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

The Automatic  Transfer  Service will remain in effect until the earliest of the
following  events:  (1) the amount in the Money Market Fund is  insufficient  to
cover the automatic transfer amount; (2) the policy is in a grace period; (3) we
receive at our  Administrative  Office your  written  instruction  to cancel the
Automatic Transfer Service; or (4) we receive notice of 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 in two ways. You may
use our  telephone  transfer  service.  In order to use the  telephone  transfer
service, you must first complete and return an authorization form. Authorization
forms can be obtained from your Equitable  agent or our  Administrative  Office.
The completed signed form MUST be returned to our  Administrative  Office before
requesting a telephone  transfer.  If you are the insured and owner of a policy,
you may also call our toll-free Life Insurance Information Line, (888) 855-5100,
from a touch-tone phone.

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.


                                       19
<PAGE>

HOW TO  REQUEST  A LOAN.  You may  request a loan by  sending  a signed  written
request to our  Administrative  Office.  You should tell us how much of the 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 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.


                                       20
<PAGE>

PARTIAL WITHDRAWALS AND SURRENDER

PARTIAL  WITHDRAWALS.  At any time after the first policy year while the insured
person  is  living,  you may  request  a  partial  withdrawal  of your  Net Cash
Surrender  Value by  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 on page 23. The Net Cash Surrender Value equals the Cash Surrender Value
minus any loan and accrued loan interest.

You may surrender your policy for its Net Cash Surrender Value at any time while
the insured person is living.  See TAX EFFECTS 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 on page 23. 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.


                                       21
<PAGE>

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

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


                                       22
<PAGE>

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.

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 IA shares of the HRT or Class IB
shares of the  EQAT,  respectively,  at net asset  value.  That  price  reflects
investment  management fees, indirect expenses,  such as brokerage  commissions,
12b-1 distribution fee charges (for Class IB shares) and certain other operating
expenses. The Trusts do not impose a sales charge. See DEDUCTIONS AND CHARGES in
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


                                       23
<PAGE>

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:

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

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.


                                       24
<PAGE>

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.

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.


                                       25
<PAGE>

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  policy
owners  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.

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


                                       26
<PAGE>

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 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


                                       27
<PAGE>

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 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


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<PAGE>

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.

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



                                       29
<PAGE>


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

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

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

If you are  entitled  to give us  voting  instructions,  we will  send you proxy
material and a form for providing 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.

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.


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<PAGE>

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.

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.


                                       31
<PAGE>

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.

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

SPECIAL CIRCUMSTANCES

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

DISTRIBUTION

EQ Financial Consultants, Inc. (EQF) is the principal underwriter of the HRT and
one of the principal  underwriters  of EQAT,  and is also a  distributor  of our
variable  life  insurance  policies  and  variable  annuity  contracts.  EQF  is
registered with the SEC as an investment  adviser under the Investment  Advisers
Act of 1940  and also is the  Manager  of the  EQAT.  EQF's  principal  business
address is 1290 Avenue of the Americas,  New York,  NY 10104.  EQF is registered
with the SEC as a broker-dealer  under the Securities Exchange Act of 1934 (1934
Act) and is a member of the National Association of Securities Dealers,  Inc. In
1996 and 1997,  EQF was paid a fee of  $325,380,  annually,  for its services as
distributor of our policies.

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


                                       32
<PAGE>

We also sell our policies through  independent brokers who are licensed by state
insurance  officials  to sell our  variable  life  policies.  They  will also be
registered  representatives  either of EQF or of another company registered with
the SEC as a  broker-dealer  under the 1934 Act. The commissions for independent
brokers  will be no more than those for agents and the same policy for  recovery
of  commissions  applies.  Commissions  will  be  paid  through  the  registered
broker-dealer.

LEGAL PROCEEDINGS

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

ACCOUNTING AND ACTUARIAL EXPERTS

The financial  statements of Separate Account FP and Equitable  included in this
prospectus  have been audited for the years ended  December  31, 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  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.


                                       33
<PAGE>

MANAGEMENT

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- -------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                              
Francoise Colloc'h                      Director  of  Equitable  since July 1992.  Senior  Executive  Vice  President,  Human
AXA-UAP                                 Resources and  Communications  of AXA-UAP  ("AXA-UAP"),  and various  positions  with
23, Avenue Matignon                     AXA-UAP affiliated 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
23, Avenue Matignon                     the Holding Company since February 1996.  Senior Executive Vice President,  Financial
75008 Paris, France                     Services  and 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
The McGraw-Hill Companies               McGraw-Hill 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.
AXA-UAP                                 Director  since  February 1996,  Alliance.  Director  since February 1997,  Donaldson
23, Avenue Matignon                     Lufkin & Jenrette ("DLJ").
75008 Paris, France
- -------------------------------------------------------------------------------------------------------------------------------
William T. Esrey                        Director  of  Equitable  since July 1986.  Chairman  and Chief  Executive  Officer of
Sprint Corporation                      Sprint Corporation. Director of the Holding Company.
P.O. Box 11315
Kansas City, MO 64112
- -------------------------------------------------------------------------------------------------------------------------------
Jean-Rene  Fourtou                      Director of  Equitable  since July 1992.  Chairman  and Chief  Executive  Officer of
Rhone-Poulenc S.A.                      Rhone-Poulenc  S.A.  Rhone-Poulenc  S.A. Member of the Supervisory  Board of AXA-UAP
25, Quai Paul Doumer                    since January 1997. Director of the Holding 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
- -------------------------------------------------------------------------------------------------------------------------------
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);  previously
1025 NASA Boulevard                     held other officerships with Harris Corporation. Director of the Holding Company.
Melbourne, FL  32919
- -------------------------------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                             34
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- -------------------------------------------------------------------------------------------------------------------------------
DIRECTORS (continued)
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                             
Mary R. (Nina) Henderson                Director of Equitable since December 1996.  President of Bestfoods  Grocery (formerly
Bestfoods Grocery                       CPC Specialty Markets Group) of BESTFOODS  (formerly CPC  International,  Inc.) since
BESTFOODS                               1993.  Prior  thereto,  President of CPC Specialty  Products and Best Foods  Exports.
International Plaza                     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
184-400 Ocean Road                      Officer 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  Officer
P.O. Box 397                            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 of
Alliance Capital Management             Alliance and Chairman or Director of numerous  subsidiaries and affiliated  companies
Corporation                             of Alliance. Director of the Holding Company.
1345 Avenue of the Americas
New York, NY  10105
- -------------------------------------------------------------------------------------------------------------------------------
OFFICERS AND DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------
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").
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                             35

<PAGE>

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


                                       36
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- -------------------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS (continued)
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>              
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 0.59% 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  0.04% per annum for other  Trust
expenses. The assumption for other Trust expenses equals the weighted average of
the other expenses (including any 12b-1 fees, if applicable) of the HRT and EQAT
portfolios based on average net assets for 1997. The effect of these adjustments
is that on a 0% gross rate of return the net rate of return would be -1.23%,  on
6% it would be 4.70%,  and on 12% it would be 10.63%.  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>


<TABLE>
<CAPTION>

                                                         INCENTIVE LIFE PLUS
                                      THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLANNED PREMIUM $4,000                                                                         INITIAL FACE AMOUNT $300,000
                                                             MALE AGE 40                             
                                                   PREFERRED RISK NON-TOBACCO USER                   DEATH BENEFIT OPTION A
                                                      ASSUMING CURRENT CHARGES
- ------------------------------------------------------------------------------------------------------------------------------------
                                   DEATH BENEFIT                  POLICY ACCOUNT              CASH SURRENDER VALUE       
                             ASSUMING HYPOTHETICAL GROSS    ASSUMING HYPOTHETICAL GROSS    ASSUMING HYPOTHETICAL GROSS   
   END OF                    ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF    ANNUAL INVESTMENT RETURN OF   
   POLICY     ACCUMMULATED   ---------------------------    ---------------------------    ---------------------------    
    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     $ 2,374  $  2,554  $  2,734     $   472  $   652  $    832      
       2           8,610    300,000   300,000   300,000       5,258     5,785     6,335       3,156    3,683     4,233      
       3          13,241    300,000   300,000   300,000       8,065     9,126    10,276       5,763    6,824     7,974      
       4          18,103    300,000   300,000   300,000      10,784    12,571    14,583       8,462   10,249    12,261      
       5          23,208    300,000   300,000   300,000      13,421    16,130    19,302      11,079   13,788    16,960      

       6          28,568    300,000   300,000   300,000      15,965    19,798    24,467      13,603   17,436    22,105      
       7          34,196    300,000   300,000   300,000      18,413    23,577    30,125      16,043   21,207    27,755      
       8          40,106    300,000   300,000   300,000      20,764    27,471    36,330      18,575   25,281    34,140      
       9          46,312    300,000   300,000   300,000      23,042    31,511    43,170      20,853   29,322    40,980      
      10          52,827    300,000   300,000   300,000      25,384    35,854    50,879      23,559   34,029    49,054      

      15          90,630    300,000   300,000   300,000      35,990    60,377   103,698      35,990   60,377   103,698      

      20         138,877    300,000   300,000   300,000      44,392    90,441   192,878      44,392   90,441   192,878      

 25 (age 65)     200,454    300,000   300,000   426,068      50,835   129,562   349,236      50,835  129,562   349,236      

</TABLE>
- --------------------------------------------------------------------------------
               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      -88.21%  -83.71%  -79.19%     7,400.00% 7,400.00% 7,400.00%
       2      -48.07   -41.80   -35.62        717.47    717.47    717.47
       3      -32.43   -25.68   -19.09        283.61    283.61    283.61
       4      -23.91   -17.04   -10.37        162.42    162.42    162.42
       5      -19.08   -12.15    -5.45        109.30    109.30    109.30

       6      -16.04    -9.07    -2.35         80.35     80.35     80.35
       7      -13.97    -6.95    -0.22         62.43     62.43     62.43
       8      -12.26    -5.26     1.44         50.35     50.35     50.35
       9      -11.17    -4.13     2.58         41.74     41.74     41.74
      10       -9.91    -2.96     3.68         35.31     35.31     35.31

      15       -6.71     0.08     6.58         18.45     18.45     18.45

      20       -6.02     1.15     7.79         11.41     11.41     11.41

 25 (age 65)   -5.72     1.94     8.64          7.67      7.67      9.90
- ------------------
(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>


<TABLE>
<CAPTION>
                                                             INCENTIVE LIFE PLUS
                                         THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLANNED PREMIUM $4,000                                                                          INITIAL FACE AMOUNT $300,000
                                                                 MALE AGE 40                          
                                                       PREFERRED RISK NON-TOBACCO USER                DEATH BENEFIT OPTION A
                                                          ASSUMING GUARANTEED CHARGES
- ------------------------------------------------------------------------------------------------------------------------------------
                                  DEATH BENEFIT                POLICY ACCOUNT             CASH SURRENDER VALUE     
                            ASSUMING HYPOTHETICAL GROSS  ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS
   END OF                   ANNUAL INVESTMENT RETURN OF  ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF  
   POLICY      ACCUMULATED  ---------------------------  ---------------------------   --------------------------- 
    YEAR       PREMIUMS(1)    0%       6%       12%         0%       6%       12%         0%       6%      12%     
    ----       -----------  ------- --------  ---------  --------- -------- --------   --------------------------- 
 <S>            <C>        <C>      <C>       <C>        <C>       <C>     <C>          <C>      <C>     <C>       
       1        $  4,200   $300,000 $300,000  $300,000   $  2,338  $ 2,517 $  2,696     $   436  $   615 $    794  
       2           8,610    300,000  300,000   300,000      5,129    5,649    6,191       3,027    3,547    4,089  
       3          13,241    300,000  300,000   300,000      7,832    8,872    9,999       5,531    6,570    7,697  
       4          18,103    300,000  300,000   300,000     10,441   12,185   14,148       8,119    9,863   11,826  
       5          23,208    300,000  300,000   300,000     12,958   15,591   18,674      10,616   13,249   16,332  

       6          28,568    300,000  300,000   300,000     15,373   19,085   23,608      13,011   16,723   21,246  
       7          34,196    300,000  300,000   300,000     17,684   22,668   28,990      15,314   20,298   26,620  
       8          40,106    300,000  300,000   300,000     19,888   26,339   34,866      17,698   24,150   32,676  
       9          46,312    300,000  300,000   300,000     21,981   30,101   41,286      19,791   27,912   39,096  
      10          52,827    300,000  300,000   300,000     23,954   33,949   48,304      22,130   32,124   46,479  

      15          90,630    300,000  300,000   300,000     31,665   54,265   94,640      31,665   54,265   94,640  

      20         138,877    300,000  300,000   300,000     34,275   75,400  168,519      34,275   75,400  168,519  

 25 (age 65)     200,454    300,000  300,000   355,166     28,764   95,514  291,120      28,764   95,514  291,120  

</TABLE>
- --------------------------------------------------------------------------------
                 INTERNAL RATE OF RETURN         INTERNAL RATE OF RETURN  
                 ON CASH SURRENDER VALUES           ON DEATH BENEFIT
                ASSUMING HYPOTHETICAL GROSS     ASSUMING HYPOTHETICAL GROSS
   END OF       ANNUAL INVESTMENT RETURN OF      ANNUAL INVESTMENT RETURN OF
   POLICY       ---------------------------   ------------------------------
    YEAR           0%       6%      12%          0%        6%        12%
    ----        --------  -------  -------    --------- --------- ---------
       1         -89.10%  -84.64%  -80.15%    7,400.00% 7,400.00% 7,400.00%
       2         -49.66   -43.38   -37.21       717.47    717.47    717.47
       3         -34.01   -27.23   -20.62       283.61    283.61    283.61
       4         -25.36   -18.44   -11.73       162.42    162.42    162.42
       5         -20.41   -13.43    -6.68       109.30    109.30    109.30

       6         -17.28   -10.24    -3.47        80.35     80.35     80.35
       7         -15.14    -8.05    -1.26        62.43     62.43     62.43
       8         -13.37    -6.29     0.46        50.35     50.35     50.35
       9         -12.28    -5.14     1.65        41.74     41.74     41.74
      10         -11.13    -4.03     2.71        35.31     35.31     35.31

      15          -8.52    -1.27     5.51        18.45     18.45     18.45

      20          -9.01    -0.57     6.66        11.41     11.41     11.41

 25 (age 65)     -11.73    -0.35     7.47         7.67      7.67      8.75
- ------------------
(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>

<TABLE>
<CAPTION>
                                                         INCENTIVE LIFE PLUS
                                      THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLANNED PREMIUM $4,000                                                                     INITIAL FACE AMOUNT $300,000
                                                              MALE AGE 40                        
                                                    PREFERRED RISK NON-TOBACCO USER              DEATH BENEFIT OPTION B
                                                       ASSUMING 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   $302,367 $302,546  $302,727    $ 2,367  $  2,546  $ 2,727    $    644  $    465 $    825     
       2           8,610    305,238  305,763   306,311      5,238     5,763    6,311       3,136     3,661    4,209     
       3          13,241    308,024  309,079   310,222      8,024     9,079   10,222       5,722     6,777    7,920     
       4          18,103    310,712  312,486   314,482     10,712    12,486   14,482       8,390    10,164   12,160     
       5          23,208    313,308  315,991   319,131     13,308    15,991   19,131      10,966    13,649   16,789     

       6          28,568    315,801  319,588   324,198     15,801    19,588   24,198      13,439    17,226   21,836     
       7          34,196    318,186  323,273   329,721     18,186    23,273   29,721      15,816    20,903   27,352     
       8          40,106    320,461  327,049   335,746     20,461    27,049   35,746      18,271    24,859   33,556     
       9          46,312    322,648  330,940   342,349     22,648    30,940   42,349      20,458    28,751   40,159     
      10          52,827    324,883  335,101   349,752     24,883    35,101   49,752      23,058    33,276   47,927     

      15          90,630    334,721  358,048   399,400     34,721    58,048   99,400      34,721    58,048   99,400     

      20         138,877    341,835  384,662   479,595     41,835    84,662  179,595      41,835    84,662  179,595     

 25 (age 65)     200,454    346,263  416,727   614,237     46,263   116,727  314,237      46,263   116,727  314,237     

</TABLE>
- --------------------------------------------------------------------------------
                INTERNAL RATE OF RETURN         INTERNAL RATE OF RETURN
                ON CASH SURRENDER VALUES           ON DEATH BENEFIT
              ASSUMING HYPOTHETICAL GROSS     ASSUMING HYPOTHETICAL GROSS
   END OF     ANNUAL INVESTMENT RETURN OF     ANNUAL INVESTMENT RETURN OF
   POLICY      ---------------------------   ------------------------------
    YEAR          0%       6%      12%          0%        6%        12%
    ----      ---------  ------- ---------   --------- --------- ----------
       1      $ -88.38%  -83.89%  -79.38%    7,459.17% 7,463.66% 7,468.17%
       2        -48.31   -42.05   -35.88       724.98    725.73    726.51
       3        -32.71   -25.97   -19.39       287.37    287.86    288.39
       4        -24.21   -17.35   -10.68       165.08    165.51    166.00
       5        -19.40   -12.48    -5.78       111.47    111.89    112.39

       6        -16.38    -9.41    -2.69        82.24     82.67     83.20
       7        -14.33    -7.31    -0.59        64.13     64.59     65.16
       8        -12.64    -5.64     1.05        51.93     52.41     53.04
       9        -11.58    -4.53     2.18        43.21     43.73     44.42
      10        -10.32    -3.38     3.26        36.72     37.26     38.02

      15         -7.21    -0.41     6.08        19.65     20.38     21.57

      20         -6.69     0.54     7.20        12.46     13.40     15.14

 25 (age 65)     -6.62     1.17     7.97         8.59      9.76     12.17

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

<TABLE>
<CAPTION>
                                                         INCENTIVE LIFE PLUS
                                     THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLANNED PREMIUM $4,000                                                                    INITIAL FACE AMOUNT $300,000
                                                               MALE AGE 40                      
                                                    PREFERRED RISK NON-TOBACCO USER             DEATH BENEFIT OPTION B
   
                                                      ASSUMING GUARANTEED CHARGES
    
- ------------------------------------------------------------------------------------------------------------------------------------
                                  DEATH BENEFIT                 POLICY ACCOUNT             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   $302,331 $302,509  $302,688     $ 2,331  $ 2,509  $  2,688     $   429  $   607 $    786    
       2           8,610    305,109  305,626   306,165       5,109    5,626     6,165       3,007    3,524    4,063    
       3          13,241    307,790  308,824   309,944       7,790    8,824     9,944       5,488    6,522    7,642    
       4          18,103    310,368  312,097   314,044      10,368   12,097    14,044       8,046    9,775   11,722    
       5          23,208    312,845  315,450   318,501      12,845   15,450    18,501      10,503   13,108   16,159    

       6          28,568    315,209  318,873   323,336      15,209   18,873    23,336      12,847   16,511   20,974    
       7          34,196    317,456  322,363   328,584      17,456   22,363    28,584      15,087   19,993   26,215    
       8          40,106    319,584  325,916   334,281      19,584   25,916    34,281      17,394   23,727   32,091    
       9          46,312    321,586  329,531   340,465      21,586   29,531    40,465      19,396   27,341   38,276    
      10          52,827    323,454  333,196   347,176      23,454   33,196    47,176      21,629   31,371   45,351    

      15          90,630    330,330  351,810   390,107      30,330   51,810    90,107      30,330   51,810   90,107    

      20         138,877    331,390  368,785   453,188      31,390   68,785   153,188      31,390   68,785  153,188    

 25 (age 65)     200,454    323,497  379,648   544,486      23,497   79,648   244,486      23,497   79,648  244,486    

</TABLE>
- --------------------------------------------------------------------------------
                 INTERNAL RATE OF RETURN       INTERNAL RATE OF RETURN
                 ON CASH SURRENDER VALUES           ON DEATH BENEFIT
                ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS
   END OF       ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF
   POLICY      ---------------------------   -----------------------------
    YEAR          0%       6%      12%          0%        6%        12%
    ----       -------- -------- ---------   --------- --------- ---------
       1      $ -89.27%  -84.82%  -80.35%    7,458.28% 7,462.73% 7,467.20%
       2        -49.91   -43.65   -37.49       724.80    725.54    726.31
       3        -34.31   -27.53   -20.93       287.26    287.74    288.26
       4        -25.67   -18.76   -12.06       164.99    165.42    165.89
       5        -20.75   -13.77    -7.03       111.39    111.81    112.29

       6        -17.64   -10.60    -3.84        82.17     82.59     83.10
       7        -15.52    -8.43    -1.65        64.06     64.50     65.06
       8        -13.77    -6.69     0.06        51.86     52.33     52.93
       9        -12.70    -5.56     1.22        43.14     43.64     44.30
      10        -11.57    -4.47     2.27        36.64     37.16     37.89

      15         -9.14    -1.86     4.93        19.50     20.19     21.31

      20        -10.09    -1.46     5.85        12.21     13.06     14.69

 25 (age 65)    -14.28    -1.80     6.33         8.15      9.18     11.43
- ------------------
(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.


                                       42


<PAGE>

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


INDEX TO FINANCIAL STATEMENTS

Report of Independent Accountants...................................      FSA-2
Financial Statements:
      Statements of Assets and Liabilities, December 31, 1997.......      FSA-3
      Statements of Operations for the Years Ended 
        December 31, 1997, 1996 and 1995............................      FSA-5
      Statements of Changes in Net Assets for the Years Ended 
        December 31, 1997, 1996 and 1995............................     FSA-11
      Notes to Financial Statements.................................     FSA-17


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>

<S>                                                                                                                        <C>
Report of Independent Accountants..................................................................................        F-1
Consolidated Financial Statements:
      Consolidated Balance Sheets, December 31, 1997 and 1996.........................................................     F-2
      Consolidated Statements of Earnings, Years Ended December 31, 1997, 1996 and 1995...............................     F-3
      Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1997,
        1996 and 1995.................................................................................................     F-4
      Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1996 and 1995.............................     F-5
      Notes to Consolidated Financial Statements......................................................................     F-6
</TABLE>




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

                                     FSA-1
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance Intermediate Government Securities Fund, Alliance Quality Bond Fund,
Alliance High Yield Fund, T. Rowe Price Equity Income Fund, EQ/Putnam Growth and
Income Value Fund, Alliance Growth & Income Fund, Alliance Equity Index Fund,
Merrill Lynch Basic Value Equity Fund, Alliance Common Stock Fund, MFS Research
Fund, Alliance Global Fund, Alliance International Fund, T. Rowe Price
International Stock Fund, Morgan Stanley Emerging Markets Equity Fund, Alliance
Aggressive Stock Fund, Warburg Pincus (SM)all Company Value Fund, Alliance Small
Cap Growth Fund, MFS Emerging Growth Companies Fund, Alliance Conservative
Investors Fund, EQ/Putnam Balanced Fund, Alliance Growth Investors Fund,
Alliance Balanced Fund, and Merrill Lynch World Strategy Fund, separate
investment funds of The Equitable Life Assurance Society of the United States
("Equitable Life") Separate Account FP (formerly Equitable Variable Life
Insurance Company Separate Account FP) at December 31, 1997 and the results of
each of their operations and changes in each of their net assets for the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of Equitable Life's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of shares owned in The
Hudson River Trust and in The EQ Advisors Trust at December 31, 1997 with the
transfer agent, provide a reasonable basis for the opinion expressed above. The
rates of return information presented in Note 6 for the year ended December 31,
1992, and for each of the periods indicated prior thereto, were audited by other
independent accountants whose report dated February 16, 1993 expressed an
unqualified opinion on the financial statements containing such information.





/s/ Price Waterhouse  LLP
- ------------------------------
    Price Waterhouse  LLP
    New York, New York
    February 10, 1998

                                     FSA-2

<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                       FIXED INCOME SERIES:                                EQUITY SERIES
                              -----------------------------------------------------------------   ------------------------------

                                                   ALLIANCE                                          T. ROWE
                                  ALLIANCE       INTERMEDIATE      ALLIANCE         ALLIANCE          Price         EQ/Putnam
                                    MONEY         GOVERNMENT        QUALITY           HIGH            Equity         Growth &
                                   MARKET         SECURITIES         BOND             YIELD           Income         Income
                                    FUND             FUND            FUND             FUND             Fund         Value Fund
                              ---------------  -------------  ----------------  ---------------   --------------  --------------
<S>                              <C>             <C>             <C>             <C>                 <C>             <C>
ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
   Cost:  $  184,556,028.......  $185,360,377
              58,134,976.......                  $59,003,029
             153,361,136.......                                  $155,756,854
             154,768,802.......                                                  $163,391,638
              17,983,654.......                                                                      $19,057,202
               6,789,522.......                                                                                      $7,059,083
              75,515,846.......
             177,456,804.......
               6,893,358.......
           1,636,078,781.......
               9,515,046.......
             385,210,185.......
Receivable for Trust shares
   sold........................            --             --               --               --                --             --
Receivable for policy-
   related transactions........     5,055,238             --            8,175          434,562            75,365         21,535

Total Assets...................   190,415,615     59,003,029      155,765,029      163,826,200        19,132,567      7,080,618

LIABILITIES
Payable for Trust shares
   purchased...................     4,662,684         42,271            2,592          485,203            75,639         21,550
Payable for policy-
   related transactions........            --        252,530               --               --                --             --
Amount retained by
   Equitable Life
   in Separate Account
   FP (Note 4).................       673,129        590,435          621,951          962,628         1,593,864      1,394,706

Total Liabilities..............     5,335,813        885,236          624,543        1,447,831         1,669,503      1,416,256

NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.............  $185,079,802    $58,117,793     $155,140,486     $162,378,369       $17,463,064     $5,664,362
                                 ============    ===========     ============     ============       ===========     ==========


                                                          EQUITY SERIES (CONTINUED):
                              ----------------------------------------------------------------------------------------------

                                                                  MERRILL
                                ALLIANCE        ALLIANCE       LYNCH BASIC      ALLIANCE
                                GROWTH &         EQUITY           VALUE          COMMON            MFS           ALLIANCE
                                INCOME            INDEX           EQUITY         STOCK          RESEARCH         GLOBAL
                                  FUND            FUND             FUND           FUND            FUND            FUND
                              -------------  ---------------  -------------- --------------   -------------  ---------------
<S>                              <C>            <C>              <C>             <C>               <C>            <C>
ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
   Cost:  $  184,556,028.......
              58,134,976.......
             153,361,136.......
             154,768,802.......
              17,983,654.......
               6,789,522.......
              75,515,846.......   $88,537,449
             177,456,804.......                  $240,512,230
               6,893,358.......                                   $7,028,361
           1,636,078,781.......                                                   $2,203,309,790
               9,515,046.......                                                                     $9,764,428
             385,210,185.......                                                                                    $431,323,374
Receivable for Trust shares
   sold........................           --               --             --                 --             --               --
Receivable for policy-
   related transactions........      298,194          507,189          6,797         13,645,121          5,623          317,454

Total Assets...................   88,835,643      241,019,419      7,035,158      2,216,954,911      9,770,051      431,640,828

LIABILITIES
Payable for Trust shares
   purchased...................      302,975          559,374          6,704         14,239,272         17,192           39,330
Payable for policy-
   related transactions........           --               --             --                 --             --               --
Amount retained by
   Equitable Life
   in Separate Account
   FP (Note 4).................      685,873          527,959      1,407,017          1,870,999      2,324,830          851,192

Total Liabilities..............      988,848        1,087,333      1,413,721         16,110,271      2,342,022          890,522

NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.............  $87,846,795     $239,932,086     $5,621,437     $2,200,844,640     $7,428,029     $430,750,306
                                 ===========     ============     ==========     ==============     ==========     ============
</TABLE>


See Notes to Financial Statements...
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
 FP.

                                     FSA-3
<PAGE>


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

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                            EQUITY SERIES (CONTINUED):
                                 -------------------------------------------------------------------------------------------------

                                                                     MORGAN
                                                                    STANLEY                           WARBURG
                                                     T. ROWE        EMERGING        ALLIANCE          PINCUS          ALLIANCE
                                    ALLIANCE          PRICE         MARKETS        AGGRESSIVE          SMALL          SMALL CAP
                                 INTERNATIONAL    INTERNATIONAL      EQUITY          STOCK            COMPANY          GROWTH
                                      FUND         STOCK FUND         FUND            FUND           VALUE FUND         FUND
                                 ---------------  --------------  -------------  ----------------  --------------  ---------------
<S>                                   <C>             <C>             <C>             <C>              <C>              <C>
ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
   Cost:  $   48,890,465............  $46,096,631
              18,857,986............                  $18,037,268
               6,828,909............                                 $5,749,521
             925,922,491............                                                  $958,618,111
              25,268,810............                                                                   $25,040,101
              23,177,804............                                                                                    $23,949,616
              12,690,330............
             166,060,131............
               3,688,652............
             708,290,860............
             371,159,172............
               3,717,560............
Receivable for Trust shares
   sold.............................           --         178,837          5,207        10,800,745              --        4,071,394
Receivable for policy-
   related transactions.............       50,805              --             --                --         119,558               --

Total Assets........................   46,147,436      18,216,105      5,754,728       969,418,856      25,159,659       28,021,010

LIABILITIES
Payable for Trust shares
   purchased........................       15,821              --             --                --         133,511               --
Payable for policy-
   related transactions.............           --         177,631         33,971        11,111,927              --        4,123,081
Amount retained by
   Equitable Life
   in Separate Account
   FP (Note 4)......................      281,133       3,946,795      3,193,381         1,266,499         725,974        1,532,066

Total Liabilities...................      296,954       4,124,426      3,227,352        12,378,426         859,485        5,655,147

NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS..................  $45,850,482     $14,091,679     $2,527,376      $957,040,430     $24,300,174      $22,365,863
                                      ===========     ===========     ==========      ============     ===========      ===========

<CAPTION>
                                    EQUITY
                                    SERIES
                                  (CONTINUED):                              ASSET ALLOCATION SERIES:
                                 --------------   ----------------------------------------------------------------------------------


                                                                                                                         MERRILL
                                  MFS EMERGING       ALLIANCE           EQ/           ALLIANCE                            LYNCH
                                    GROWTH         CONSERVATIVE        PUTNAM          GROWTH           ALLIANCE          WORLD
                                   COMPANIES         INVESTORS        BALANCED        INVESTORS         BALANCED        STRATEGY
                                     FUND              FUND             FUND            FUND              FUND             FUND
                                 --------------   ----------------  -------------  ----------------  ---------------  --------------
ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
<S>                                <C>               <C>              <C>              <C>             <C>               <C>
   Cost:  $   48,890,465.......
              18,857,986.......
               6,828,909.......
             925,922,491.......
              25,268,810.......
              23,177,804.......
              12,690,330.......    $12,861,650
             166,060,131.......                      $182,288,276
               3,688,652.......                                       $3,958,884
             708,290,860.......                                                       $823,347,501
             371,159,172.......                                                                        $432,037,458
               3,717,560.......                                                                                          $3,679,634
Receivable for Trust shares
   sold........................             --                 --             --                --               --          55,547
Receivable for policy-
   related transactions........         27,498             73,209         11,388           110,150               --              --

Total Assets...................     12,889,148        182,361,485      3,970,272       823,457,651      432,037,458       3,735,181

LIABILITIES
Payable for Trust shares
   purchased...................         59,447             17,478         11,906           157,733           23,444              --
Payable for policy-
   related transactions........             --                 --             --                --          112,068          55,536
Amount retained by
   Equitable Life
   in Separate Account
   FP (Note 4).................      2,454,147            684,710      2,290,579           636,188          742,210       2,094,918

Total Liabilities..............      2,513,594            702,188      2,302,485           793,921          877,722       2,150,454

NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.............    $10,375,554       $181,659,297     $1,667,787      $822,663,730     $431,159,736      $1,584,727
                                   ===========       ============     ==========      ============     ============      ==========
</TABLE>

See Notes to Financial Statements...
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                     FSA-4


<PAGE>


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

STATEMENTS OF OPERATIONS
FOR  THE YEARS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                                                         FIXED INCOME SERIES:
                                                         ---------------------------------------------------------------------------
                                                                    ALLIANCE MONEY                  ALLIANCE INTERMEDIATE GOVERNMENT
                                                                      MARKET FUND                          SECURITIES FUND
                                                         ------------------------------------   ------------------------------------

                                                           1997          1996         1995         1997         1996         1995
                                                         ----------   ----------   ----------   ----------   ----------   ----------

INCOME AND EXPENSES:
<S>                                                     <C>          <C>          <C>          <C>          <C>          <C>
 Investment Income (Note 2):
  Dividends from the Trusts...........................  $9,754,675   $9,126,793   $9,225,401   $2,914,613   $2,367,498   $2,010,283

  Expenses (Note 3):
  Mortality and expense risk charges..................   1,101,168    1,025,149      954,556      282,422      245,038      197,721
                                                        ----------   ----------   ----------   ----------   ----------   ----------

NET INVESTMENT INCOME.................................   8,653,507    8,101,644    8,270,845    2,632,191    2,122,460    1,812,562
                                                        ----------   ----------   ----------   ----------   ----------   ----------

REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS (Note 2):
  Realized gain (loss) on investments.................    (513,800)   (110,954)     (432,347)     (95,509)    (490,315)    (810,768)
  Realized gain distribution from
    the Trusts........................................      13,435           --           --           --           --           --
                                                        ----------   ----------   ----------   ----------   ----------   ----------

NET REALIZED GAIN (LOSS)..............................    (500,365)    (110,954)    (432,347)     (95,509)    (490,315)    (810,768)

 Unrealized appreciation /(depreciation) on investments:
  Beginning of period.................................      24,023       89,976       32,760     (141,479)     145,522   (2,736,863)
  End of period.......................................     804,349       24,023       89,976      868,053     (141,479)     145,522
                                                        ----------   ----------   ----------   ----------   ----------   ----------

 Change in unrealized appreciation / (depreciation)
  during the period...................................     780,326      (65,953)      57,216    1,009,532     (287,001)   2,882,385
                                                        ----------   ----------   ----------   ----------   ----------   ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS.......................................
                                                           279,961     (176,907)    (375,131)     914,023     (777,316)   2,071,617
                                                        ==========   ==========   ==========   ==========   ==========   ==========
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS....................................  $8,933,468   $7,924,737   $7,895,714   $3,546,214   $1,345,144   $3,884,179
                                                        ==========   ==========   ==========   ==========   ==========   ==========

<CAPTION>

                                                               FIXED INCOME SERIES (CONTINUED):
                                                           ---------------------------------------
                                                                     ALLIANCE QUALITY
                                                                         BOND FUND
                                                           -------------------------------------

                                                               1997         1996          1995
                                                           ----------   ----------   -----------

INCOME AND EXPENSES:
<S>                                                        <C>           <C>          <C>
 Investment Income (Note 2):
   Dividends from the Trusts.............................  $ 8,869,740   $8,972,983   $ 7,958,285

   Expenses (Note 3):
   Mortality and expense risk charges....................      845,069      869,312       767,627
                                                           -----------   ----------   -----------

NET INVESTMENT INCOME....................................    8,024,671    8,103,671     7,190,658
                                                           -----------   ----------   -----------

REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS (Note 2):
  Realized gain (loss) on investments....................    (504,580)   (1,130,915)     (632,666)
  Realized gain distribution from
    the Trusts...........................................          --            --            --
                                                          -----------    ----------   -----------

NET REALIZED GAIN (LOSS).................................    (504,580)   (1,130,915)     (632,666)

 Unrealized appreciation / (depreciation) on investments:
  Beginning of period....................................  (1,961,822)   (2,105,676)  (15,521,200)
  End of period..........................................   2,395,718    (1,961,822)   (2,105,676)
                                                          -----------    ----------   -----------

 Change in unrealized appreciation / (depreciation)
  during the period......................................   4,357,540       143,854    13,415,524
                                                          -----------    ----------   -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS..........................................   3,852,960      (987,061)   12,782,858
                                                          ===========    ==========   ===========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS......................................  $11,877,631    $7,116,610   $19,973,516
                                                          ===========    ==========   ===========
</TABLE>

See Notes to Financial Statements.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.
                                     FSA-5

<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                      FIXED INCOME SERIES (CONTINUED):
                                                                   -------------------------------------

                                                                                 ALLIANCE
                                                                                HIGH YIELD
                                                                                  FUND
                                                                  --------------------------------------
                                                                      1997         1996         1995
                                                                  -----------  -----------   -----------

INCOME AND EXPENSES:
<S>                                                               <C>          <C>           <C>
   Investment Income (Note 2):
      Dividends from the Trusts.................................  $12,918,934  $ 8,696,039   $ 6,518,568

   Expenses (Note 3):
      Mortality and expense risk charges........................      789,982      518,429       371,369
                                                                  -----------  -----------   -----------

NET INVESTMENT INCOME...........................................   12,128,952    8,177,610     6,147,199
                                                                  -----------  -----------   -----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.......................      936,554      939,559      (179,454)
      Realized gain distribution from
         the Trusts.............................................    6,365,633    6,119,053            --
                                                                  -----------  -----------   -----------

NET REALIZED GAIN (LOSS)........................................    7,302,187    7,058,612      (179,454)

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period.......................................    5,664,824    3,823,981      (873,103)
      End of period.............................................    8,622,836    5,664,824     3,823,981
                                                                  -----------  -----------   -----------

   Change in unrealized appreciation / (depreciation)
      during the period.........................................    2,958,012    1,840,843     4,697,084
                                                                  -----------  -----------   -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS...............................................   10,260,199    8,899,455     4,517,630
                                                                  ===========  ===========   ===========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS..............................................  $22,389,151  $17,077,065   $10,664,829
                                                                  ===========  ===========   ===========


<CAPTION>

                                                                                      EQUITY SERIES:
                                                               ----------------------------------------------------------------
                                                                  T. ROWE     EQ/PUTNAM
                                                               PRICE EQUITY    GROWTH &                 ALLIANCE
                                                                  INCOME     INCOME VALUE           GROWTH & INCOME
                                                                   FUND         FUND                     FUND
                                                               -----------   ----------  --------------------------------------
                                                                  1997*        1997*        1997         1996          1995
                                                                ---------    --------    -----------  -----------  -----------

INCOME AND EXPENSES:
<S>                                                            <C>           <C>         <C>           <C>         <C>
   Investment Income (Note 2):
      Dividends from the Trusts............................    $  145,613    $ 33,273    $   636,335   $  525,200  $  380,677

   Expenses (Note 3):
      Mortality and expense risk charges...................        29,706       9,655        358,997      155,175      69,716
                                                               ----------    --------    -----------   ----------  ----------

NET INVESTMENT INCOME......................................       115,907      23,618        277,338      370,025     310,961
                                                               ----------    --------    -----------   ----------  ----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments..................        56,634       1,078        530,421        5,198       2,791
      Realized gain distribution from
         the Trusts........................................        53,840      27,226      5,006,247    1,943,415          --
                                                               ----------    --------    -----------   ----------  ----------

NET REALIZED GAIN (LOSS)...................................       110,474      28,304      5,536,668    1,948,613       2,791

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period..................................            --          --      5,074,338    2,123,346    (141,585)
      End of period........................................     1,073,548     269,561     13,021,603    5,074,338   2,123,346
                                                               ----------    --------    -----------   ----------  ----------

   Change in unrealized appreciation / (depreciation)
      during the period....................................     1,073,548     269,561      7,947,265    2,950,992   2,264,931
                                                               ----------    --------    -----------   ----------  ----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..........................................     1,184,022     297,865     13,483,933    4,899,605   2,267,722
                                                               ==========    ========    ===========   ==========  ==========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.........................................    $1,299,929    $321,483    $13,761,271   $5,269,630  $2,578,683
                                                               ==========    ========    ===========   ==========  ==========
</TABLE>


See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                    FSA-6
<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                                            EQUITY SERIES (CONTINUED):
                                                                          ----------------------------------------------------

                                                                                        ALLIANCE                 MERRILL LYNCH
                                                                                      EQUITY INDEX                BASIC VALUE
                                                                                         FUND                     EQUITY FUND
                                                                          -------------------------------------- ------------
                                                                              1997        1996         1995          1997*
                                                                          ----------- ------------  -----------    --------
INCOME AND EXPENSES:
<S>                                                                       <C>          <C>          <C>            <C>
   Investment Income (Note 2):
      Dividends from the Trusts....................................       $ 2,610,223  $ 1,751,848  $   964,775    $ 35,810

   Expenses (Note 3):
      Mortality and expense risk charges...........................           977,620      605,961      289,199       9,349
                                                                          -----------  -----------  -----------    --------

NET INVESTMENT INCOME (LOSS).......................................         1,632,603    1,145,887      675,576      26,461
                                                                          -----------  -----------  -----------    --------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments..........................          (414,497)   8,013,073        3,060       6,656
      Realized gain distribution from
         the Trusts................................................           850,437    3,889,944      536,890      33,738
                                                                          -----------  -----------  -----------    --------

NET REALIZED GAIN (LOSS)...........................................           435,940   11,903,017      539,950      40,394

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period..........................................        21,448,224   12,451,765     (399,286)         --
      End of period................................................        63,055,426   21,448,224   12,451,765     135,003
                                                                          -----------  -----------  -----------    --------

   Change in unrealized appreciation / (depreciation)
      during the period............................................        41,607,202    8,996,459   12,851,051     135,003
                                                                          -----------  -----------  -----------    --------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..................................................        42,043,142   20,899,476   13,391,001     175,397
                                                                          ===========  ===========  ===========    ========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.................................................       $43,675,745  $22,045,363  $14,066,577    $201,858
                                                                          ===========  ===========  ===========    ========


<CAPTION>
                                                                                            EQUITY SERIES (CONTINUED):
                                                                          ----------------------------------------------------

                                                                                           ALLIANCE                      MFS
                                                                                         COMMON STOCK                 RESEARCH
                                                                                            FUND                        FUND
                                                                          ----------------------------------------    --------
                                                                              1997          1996          1995          1997*
                                                                          ------------  ------------  ------------    --------
INCOME AND EXPENSES:
<S>                                                                       <C>           <C>           <C>             <C>
   Investment Income (Note 2):
      Dividends from the Trusts....................................       $ 10,668,337  $ 11,773,551  $ 14,259,262    $ 20,442

   Expenses (Note 3):
      Mortality and expense risk charges...........................         11,435,936     8,267,795     6,050,368      13,127
                                                                          ------------  ------------  ------------    --------

NET INVESTMENT INCOME (LOSS).......................................           (767,599)    3,505,756     8,208,894       7,315
                                                                          ------------  ------------  ------------    --------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments..........................         53,841,049    30,128,838    16,793,683       6,989
      Realized gain distribution from
         the Trusts................................................        164,814,473   157,423,606    63,838,178      81,156
                                                                          ------------  ------------  ------------    --------

NET REALIZED GAIN (LOSS)...........................................        218,655,522   187,552,444    80,631,861      88,145

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period..........................................        294,432,897   181,824,279    (2,048,649          --
      End of period................................................        567,231,009   294,432,897   181,824,279     249,382
                                                                          ------------  ------------  ------------    --------

   Change in unrealized appreciation / (depreciation)
      during the period............................................        272,798,112   112,608,618   183,872,928     249,382
                                                                          ------------  ------------  ------------    --------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..................................................        491,453,634   300,161,062   264,504,789     337,527
                                                                          ============  ============  ============    ========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.................................................       $490,686,035  $303,666,818  $272,713,683    $344,842
                                                                          ============  ============  ============    ========
</TABLE>



See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                     FSA-7

<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                                  EQUITY SERIES (CONTINUED):
                                                                           ----------------------------------------

                                                                                           ALLIANCE
                                                                                            GLOBAL
                                                                                             FUND
                                                                           ---------------------------------------
                                                                               1997          1996          1995
                                                                           -----------   -----------   -----------

INCOME AND EXPENSES:
<S>                                                                        <C>           <C>           <C>
   Investment Income (Note 2):
      Dividends from the Trusts....................................        $ 8,803,070   $ 7,019,392   $ 5,152,442

   Expenses (Note 3):
      Mortality and expense risk charges...........................          2,805,310     2,314,066     1,743,898
                                                                           -----------   -----------   -----------

NET INVESTMENT INCOME (LOSS).......................................          5,997,760     4,705,326     3,408,544
                                                                           -----------   -----------   -----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments..........................         30,411,238     4,971,547     3,049,444
      Realized gain distribution from
         the Trusts................................................         26,426,403    18,802,992     9,214,950
                                                                           -----------   -----------   -----------

NET REALIZED GAIN (LOSS)...........................................         56,837,641    23,774,539    12,264,394

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period..........................................         58,618,054    36,525,596     3,130,280
      End of period................................................         46,113,189    58,618,054    36,525,596
                                                                           -----------   -----------   -----------

   Change in unrealized appreciation / (depreciation)
      during the period............................................        (12,504,865)   22,092,458    33,395,316
                                                                           -----------   -----------   -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..................................................         44,332,776    45,866,997    45,659,710
                                                                           ===========   ===========   ===========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.................................................        $50,330,536   $50,572,323   $49,068,254
                                                                           ===========   ===========   ===========




<CAPTION>
                                                                                    EQUITY SERIES (CONTINUED):
                                                                  -----------------------------------------------------------------
                                                                                ALLIANCE              T. ROWE PRICE    EMERGING
                                                                              INTERNATIONAL           INTERNATIONAL     MARKETS
                                                                                  FUND                 STOCK FUND     EQUITY FUND
                                                                  -----------------------------------   -----------  --------------
                                                                      1997        1996       1995**        1997*         1997***
                                                                  -----------   ---------   ---------   -----------  --------------

INCOME AND EXPENSES:
<S>                                                               <C>           <C>          <C>         <C>          <C>
   Investment Income (Note 2):
      Dividends from the Trusts................................   $ 1,386,732   $  575,524   $195,500    $   2,393    $    16,623

   Expenses (Note 3):
      Mortality and expense risk charges.......................       297,278      164,149     36,471       26,332          2,862
                                                                  -----------   ----------   --------    ---------    -----------

NET INVESTMENT INCOME (LOSS)...................................     1,089,454      411,375    159,029      (23,939)        13,761
                                                                  -----------   ----------   --------    ---------    -----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments......................       (57,635)     (28,490)      (790)     (50,331)       (14,566)
      Realized gain distribution from
         the Trusts............................................     2,325,403      737,771     51,741           --            --
                                                                  -----------    ---------   --------   ----------     ----------

NET REALIZED GAIN (LOSS).......................................     2,267,768      709,281     50,951      (50,331)       (14,566)

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period......................................     1,857,793      667,906         --           --             --
      End of period............................................    (2,793,834)   1,857,793    667,906     (820,718)    (1,079,388)
                                                                  -----------   ----------   --------    ---------    -----------

   Change in unrealized appreciation / (depreciation)
      during the period........................................    (4,651,627)   1,189,887    667,906     (820,718)    (1,079,388)
                                                                  -----------   ----------   --------    ---------    -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..............................................    (2,383,859)   1,899,168    718,857     (871,049)    (1,093,954)
                                                                  ===========   ==========   ========    =========    ===========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.............................................   $(1,294,405)  $2,310,543   $877,886    $(894,988)   $(1,080,193)
                                                                  ===========   ==========   ========    =========    ===========
</TABLE>

See Notes to Financial Statements.

  *  Commencement of Operations on May 1, 1997.
 **  Commencement of Operations on April 3, 1995.
***  Commencement of Operations on August 20, 1997.
+   Formerly known as Equitable Variable Life Insurance Company Separate Account
    FP.

                                     FSA-8
<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                                        EQUITY SERIES (CONTINUED):
                                                                        -------------------------------------------------------
                                                                                                                      WARBURG
                                                                                                                       PINCUS
                                                                                         ALLIANCE                      SMALL
                                                                                     AGGRESSIVE STOCK                 COMPANY
                                                                                           FUND                     VALUE FUND
                                                                        ----------------------------------------   ------------
                                                                            1997          1996          1995           1997*
                                                                        -----------   ------------  ------------   ------------

INCOME AND EXPENSES:
<S>                                                                    <C>            <C>           <C>            <C>
   Investment Income (Note 2):

      Dividends from the Trusts......................................  $  1,311,613   $  1,661,263  $  1,268,689   $  21,651

   Expenses (Note 3):
      Mortality and expense risk charges.............................     5,299,127      4,086,388     2,702,978      44,889
                                                                       ------------   ------------  ------------   ---------

NET INVESTMENT INCOME (LOSS).........................................    (3,987,514)    (2,425,125)   (1,434,289)    (23,238)
                                                                       ------------   ------------  ------------   ---------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments............................    28,217,939     30,549,608    11,560,966      29,803
      Realized gain distribution from
         the Trusts..................................................    79,729,154    133,080,595    61,903,470     110,391
                                                                       ------------   ------------  ------------   ---------

NET REALIZED GAIN (LOSS).............................................   107,947,093    163,630,203    73,464,436     140,194

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period............................................    46,617,235     80,271,118    30,761,318          --
      End of period..................................................    32,695,620     46,617,235    80,271,118    (228,709)
                                                                       ------------   ------------  ------------   ---------

   Change in unrealized appreciation / (depreciation)
      during the period..............................................   (13,921,615)   (33,653,883)   49,509,800    (228,709)
                                                                       ------------   ------------  ------------   ---------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS....................................................    94,025,478    129,976,320   122,974,236     (88,515)
                                                                       ============   ============  ============   =========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS...................................................  $ 90,037,964   $127,551,195  $121,539,947   $(111,753)
                                                                       ============   ============  ============   =========

<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):           ASSET ALLOCATION SERIES:
                                                                  -------------------------   -------------------------------------
                                                                    ALLIANCE   MFS
                                                                     SMALL   EMERGING
                                                                      CAP     GROWTH                    ALLIANCE
                                                                    GROWTH   COMPANIES          CONSERVATIVE INVESTORS
                                                                     FUND      FUND                      FUND
                                                                   --------  --------         -------------------------------------
                                                                    1997*      1997*             1997          1996         1995
                                                                  --------   --------         -----------  -----------  -----------
INCOME AND EXPENSES:
<S>                                                               <C>        <C>              <C>          <C>          <C>
   Investment Income (Note 2):

      Dividends from the Trusts.................................  $  4,189   $ 24,358         $ 7,217,860  $ 7,737,745  $ 8,169,109

   Expenses (Note 3):
      Mortality and expense risk charges........................    41,540     18,835           1,066,078    1,046,858      921,294
                                                                  --------   --------         -----------  -----------  -----------

NET INVESTMENT INCOME (LOSS)....................................   (37,351)     5,523           6,151,782    6,690,887    7,247,815
                                                                  --------   --------         -----------  -----------  -----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.......................  (609,208)   161,034             818,458     (752,434)    (378,551)
      Realized gain distribution from
         the Trusts.............................................   545,833    296,998           5,486,742    4,429,977    1,068,272
                                                                  --------   --------         -----------  -----------  -----------

NET REALIZED GAIN (LOSS)........................................   (63,375)   458,032           6,305,200    3,677,543      689,721

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period.......................................        --         --           7,700,135   10,362,120   (8,767,697)
      End of period.............................................   771,812    171,320          16,228,145    7,700,135   10,362,120
                                                                  --------   --------         -----------  -----------  -----------

   Change in unrealized appreciation / (depreciation)
      during the period.........................................   771,812    171,320           8,528,010   (2,661,985)  19,129,817
                                                                  --------   --------         -----------  -----------  -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS...............................................   708,437    629,352          14,833,210    1,015,558   19,819,538
                                                                  ========   ========         ===========  ===========  ===========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS..............................................  $671,086   $634,875         $20,984,992  $ 7,706,445  $27,067,353
                                                                  ========   ========         ===========  ===========  ===========

</TABLE>

See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.
                                     FSA-9
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                                           ASSET ALLOCATION SERIES (CONTINUED):
                                                                ------------------------------------------------------
                                                                   EQ/
                                                                  PUTNAM                     ALLIANCE
                                                                 BALANCED                GROWTH INVESTORS
                                                                   FUND                        FUND
                                                                ---------   ------------------------------------------
                                                                   1997*        1997           1996           1995
                                                                ---------   ------------   ------------   ------------
INCOME AND EXPENSES:
<S>                                                             <C>         <C>            <C>            <C>
   Investment Income (Note 2):
      Dividends from the Trusts..............................   $ 46,468    $ 19,280,574   $ 15,504,412   $ 15,855,901

   Expenses (Note 3):
      Mortality and expense risk charges.....................      2,741       4,570,289      3,746,683      2,796,354
                                                                --------    ------------   ------------   ------------

NET INVESTMENT INCOME........................................     43,727      14,710,285     11,757,729     13,059,547
                                                                --------    ------------   ------------   ------------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments....................        561      10,531,767      1,799,247      1,752,185
      Realized gain distribution from
         the Trusts..........................................     31,119      42,780,443     73,474,967      7,421,853
                                                                --------    ------------   ------------   ------------

NET REALIZED GAIN (LOSS).....................................     31,680      53,312,210     75,274,214      9,174,038

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period....................................         --      67,150,693     81,785,873       (770,693)
      End of period..........................................    270,232     115,056,641     67,150,693     81,785,873
                                                                --------    ------------   ------------   ------------

   Change in unrealized appreciation / (depreciation)
      during the period......................................    270,232      47,905,948    (14,635,180)    82,556,566
                                                                --------    ------------   ------------   ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS............................................    301,912     101,218,158     60,639,034     91,730,604
                                                                ========    ============   ============   ============

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS...........................................   $345,639    $115,928,443   $ 72,396,763   $104,790,151
                                                                ========    ============   ============   ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                     ASSET ALLOCATION SERIES (CONTINUED):
                                                                           -----------------------------------------------------
                                                                                                                       MERRILL
                                                                                                                        LYNCH
                                                                                           ALLIANCE                     WORLD
                                                                                           BALANCED                    STRATEGY
                                                                                             FUND                        FUND
                                                                           ---------------------------------------     --------
                                                                               1997          1996         1995           1997*
                                                                           -----------   -----------   -----------     --------
INCOME AND EXPENSES:
<S>                                                                        <C>           <C>           <C>             <C>
   Investment Income (Note 2):
      Dividends from the Trusts......................................      $13,756,520   $13,094,730   $12,276,328     $ 17,124

   Expenses (Note 3):
      Mortality and expense risk charges.............................        2,544,300     2,490,188     2,237,982        2,678
                                                                           -----------   -----------   -----------     --------

NET INVESTMENT INCOME................................................       11,212,220    10,604,542    10,038,346       14,446
                                                                           -----------   -----------   -----------     --------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments............................        5,910,524      (873,535)   (2,466,524)      (3,626)
      Realized gain distribution from
         the Trusts..................................................       21,117,088    34,113,772    10,894,130       38,995
                                                                           -----------   -----------   -----------     --------

NET REALIZED GAIN (LOSS).............................................       27,027,612    33,240,237     8,427,606       35,369

   Unrealized appreciation / (depreciation) on investments:
      Beginning of period............................................       42,382,824    43,097,187    (2,878,875)          --
      End of period..................................................       60,878,286    42,382,824    43,097,187      (37,926)
                                                                           -----------   -----------   -----------     --------

   Change in unrealized appreciation / (depreciation)
      during the period..............................................       18,495,462      (714,36)    45,976,062      (37,926)
                                                                           -----------   -----------   -----------     --------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS....................................................       45,523,074    32,525,874    54,403,668       (2,557)
                                                                           ===========   ===========   ===========     ========

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS...................................................      $56,735,294   $43,130,416   $64,442,014     $ 11,889
                                                                           ===========   ===========   ===========     ========
</TABLE>

See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account 
  FP.

                                     FSA-10
<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                              FIXED INCOME SERIES:
                                                ------------------------------------------------------------------------------------

                                                             ALLIANCE MONEY                    ALLIANCE INTERMEDIATE GOVERNMENT
                                                              MARKET FUND                               SECURITIES FUND
                                                -----------------------------------------   -------------------------------------

                                                    1997           1996          1995          1997          1996        1995
                                                ------------   ------------  ------------   -----------  -----------  -----------

INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
<S>                                             <C>            <C>           <C>            <C>          <C>          <C>
   Net investment income.....................   $  8,653,507   $  8,101,644  $  8,270,845   $ 2,632,191  $ 2,122,460  $ 1,812,562
   Net realized gain (loss)..................       (500,365)      (110,954)     (432,347)      (95,509)    (490,315)    (810,768)
   Change in unrealized appreciation /
      (depreciation) on investments..........        780,326        (65,953)       57,216     1,009,532     (287,001)   2,882,385
                                                ------------   ------------  ------------  ------------  -----------  -----------

   Net increase (decrease) in net assets
      from operations........................      8,933,468      7,924,737     7,895,714     3,546,214    1,345,144    3,884,179
                                                ------------   ------------  ------------   -----------  -----------  -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).....................    234,059,930    101,890,108    96,773,056     8,749,531   10,397,104   11,016,347
   Benefits and other policy-related
      transactions (Note 3)..................    (40,687,124)   (38,404,209)  (39,770,849)   (5,971,751)  (7,387,385)  (6,286,070)
   Net transfers among funds.................   (259,049,840)   (36,607,946)    4,776,165     7,704,724    2,645,675      953,149
                                                ------------   ------------  ------------   -----------  -----------  -----------

   Net increase (decrease) in net assets
      from policy-related transactions.......    (65,677,034)    26,877,953    61,778,372    10,482,504    5,655,394    5,683,426
                                                ------------   ------------  ------------   -----------  -----------  -----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)..............        (49,726)       (63,127)      (36,640)      (38,337)     (22,170)     (72,636)
                                                ------------   ------------  ------------   -----------  -----------  -----------

INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABL
   TO POLICYOWNERS...........................    (56,793,292)    34,739,563    69,637,446    13,990,381    6,978,368    9,494,969
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD.......................    241,873,094    207,133,531   137,496,085    44,127,412   37,149,044   27,654,075
                                                ============   ============  ============   ===========  ===========  ===========

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END
   OF PERIOD.................................   $185,079,802   $241,873,094  $207,133,531   $58,117,793  $44,127,412  $37,149,044
                                                ============   ============  ============   ===========  ===========  ===========
</TABLE>


<TABLE>
<CAPTION>
                                                      FIXED INCOME SERIES (CONTINUED):
                                                ------------------------------------------
                                                              ALLIANCE QUALITY
                                                                  BOND FUND
                                                ------------------------------------------
                                                    1997           1996           1995
                                                ------------   ------------   ------------

INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
<S>                                             <C>            <C>            <C>
   Net investment income.....................   $  8,024,671   $  8,103,671   $  7,190,658
   Net realized gain (loss)..................       (504,580)    (1,130,915)      (632,666)
   Change in unrealized appreciation /
      (depreciation) on investments..........      4,357,540        143,854     13,415,524
                                                ------------   ------------   ------------

   Net increase (decrease) in net assets
      from operations........................     11,877,631      7,116,610     19,973,516
                                                ------------   ------------   ------------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).....................      8,423,097      5,753,712      2,516,135
   Benefits and other policy-related
      transactions (Note 3)..................     (3,002,993)   (32,021,058)    (3,189,044)
   Net transfers among funds.................     12,678,032      6,117,471      2,462,969
                                                ------------   ------------   ------------

   Net increase (decrease) in net assets
      from policy-related transactions.......     18,098,136    (20,149,875)     1,790,060
                                                ------------   ------------   ------------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)..............        (49,594)       (39,868)      (712,602)
                                                ------------   ------------   ------------

INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABL
   TO POLICYOWNERS...........................     29,926,173    (13,073,133)    21,050,974
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD.......................    125,214,313    138,287,446    117,236,472
                                                ============   ============   ============

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END
   OF PERIOD.................................   $155,140,486   $125,214,313   $138,287,446
                                                ============   ============   ============
</TABLE>

See Notes to Financial Statements.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account 
  FP.

                                     FSA-11
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                            FIXED INCOME SERIES (CONTINUED):
                                                       -------------------------------------

                                                                        ALLIANCE
                                                                       HIGH YIELD
                                                                         FUND
                                                       --------------------------------------
                                                           1997          1996         1995
                                                       -----------   -----------   ----------

INCREASE (DECREASE) IN NET ASSETS:
<S>                                                   <C>           <C>           <C>
FROM OPERATIONS:
   Net investment income............................  $ 12,128,952  $  8,177,610  $ 6,147,199
   Net realized gain (loss).........................     7,302,187     7,058,612     (179,454)
   Change in unrealized appreciation /
      (depreciation) on investments.................     2,958,012     1,840,843    4,697,084
                                                      ------------  ------------  -----------

   Net increase (decrease) in net assets
      from operations...............................    22,389,151    17,077,065   10,664,829
                                                      ------------  ------------ ------------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)............................    26,933,221    19,454,716   15,333,474
   Benefits and other policy-
      related transactions (Note 3).................   (14,530,462)  (16,165,764)  (8,211,013)
   Net transfers among funds........................    26,385,799     9,301,980    4,789,450
                                                       -----------  ------------  -----------

   Net increase (decrease) in net assets
      from policy-related transactions..............    38,788,558    12,590,932   11,911,911
                                                      ------------  ------------ ------------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).....................      (189,179)     (209,120)    (100,679)
                                                      ------------  ------------ ------------

INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.....................    60,988,530    29,458,877   22,476,061
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF PERIOD................   101,389,839    71,930,962   49,454,901
                                                      ------------  ------------  -----------
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD......................  $162,378,369  $101,389,839  $71,930,962
                                                      ============  ============  ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                 EQUITY SERIES:
                                                      ---------------------------------------------------------------------
                                                                       EQ/PUTNAM
                                                      T. ROWE PRICE     GROWTH &                   ALLIANCE
                                                      EQUITY INCOME   INCOME VALUE              GROWTH & INCOME
                                                          FUND            FUND                       FUND
                                                      -------------  -------------  ---------------------------------------
                                                           1997*         1997*          1997          1996          1995
                                                       -----------    ----------    -----------   -----------   -----------

INCREASE (DECREASE) IN NET ASSETS:
<S>                                                    <C>            <C>           <C>           <C>           <C>
FROM OPERATIONS:
   Net investment income............................   $   115,907    $   23,618    $   277,338   $   370,025   $   310,961
   Net realized gain (loss).........................       110,474        28,304      5,536,668     1,948,613         2,791
   Change in unrealized appreciation /
      (depreciation) on investments.................     1,073,548       269,561      7,947,265     2,950,992     2,264,931
                                                       -----------    ----------    -----------   -----------   -----------

   Net increase (decrease) in net assets
      from operations...............................     1,299,929       321,483     13,761,271     5,269,630     2,578,683
                                                       -----------    ----------    -----------   -----------   -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)............................     2,540,460     1,149,748     17,923,903    11,382,745     6,464,035
   Benefits and other policy-
      related transactions (Note 3).................      (351,660)     (154,351)    (6,498,823)   (2,909,569)   (1,385,132)
   Net transfers among funds........................    14,259,773     4,539,465     25,301,886     5,211,758     5,274,221
                                                       -----------    ----------    -----------   -----------   -----------

   Net increase (decrease) in net assets
      from policy-related transactions..............    16,448,573     5,534,862     36,726,966    13,684,934    10,353,124
                                                       -----------    ----------    -----------   -----------   -----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).....................     (285,438)      (191,983)      (107,895)     (106,424)     (221,877)
                                                       -----------    ----------    -----------   -----------   -----------

INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.....................    17,463,064     5,664,362     50,380,342    18,848,140    12,709,930
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF PERIOD................            --            --     37,466,453    18,618,313     5,908,383
                                                       -----------    ----------    -----------   -----------   -----------
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD......................   $17,463,064    $5,664,362    $87,846,795   $37,466,453   $18,618,313
                                                       ===========    ==========    ===========   ===========   ===========
</TABLE>


See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                     FSA-12


<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                           EQUITY SERIES (CONTINUED):
                                                          ------------------------------------------------------

                                                                                                      MERRILL
                                                                         ALLIANCE                   LYNCH BASIC
                                                                       EQUITY INDEX                    VALUE
                                                                           FUND                     EQUITY FUND
                                                          ---------------------------------------   ------------

                                                             1997        1996          1995          1997*
                                                         ------------  ----------   -----------   ----------

INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
<S>                                                    <C>           <C>           <C>           <C>
   Net investment income.............................  $  1,632,603    1,145,887   $   675,576   $   26,461
   Net realized gain (loss)..........................       435,940   11,903,017       539,950       40,394
   Change in unrealized appreciation /
      (depreciation) on investments..................    41,607,202    8,996,459    12,851,051      135,003
                                                       ------------  -----------   -----------   ----------

   Net increase (decrease) in net assets
      from operations................................    43,675,745   22,045,363    14,066,577      201,858
                                                       ------------  ------------  -----------   -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).............................    53,262,239   33,692,683    10,308,871    1,097,822
   Benefits and other policy-
      related transactions (Note 3)..................   (18,975,147) (56,493,042)   (2,111,532)    (135,034)
   Net transfers among funds.........................    67,867,827   23,434,912    18,305,589    4,661,128
                                                       ------------  -----------   -----------  -----------

   Net increase (decrease) in net assets
      from policy-related transactions...............   102,154,919      634,553    26,502,928    5,623,916
                                                       ------------   ----------   -----------   ----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)......................      (136,089)     (66,020)      (71,293)    (204,337)
                                                       ------------  -----------   -----------   ----------

INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS......................   145,694,575   22,613,896    40,498,212    5,621,437
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF PERIOD.................    94,237,511   71,623,615    31,125,403           --
                                                       ------------  -----------   -----------   ----------

NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD.......................  $239,932,086  $94,237,511   $71,623,615   $5,621,437
                                                       ============  ===========   ===========   ==========

<CAPTION>

                                                                          EQUITY SERIES (CONTINUED):
                                                        ----------------------------------------------------------------

                                                                               ALLIANCE                         MFS
                                                                             COMMON STOCK                     RESEARCH
                                                                                 FUND                           FUND
                                                         ------------------------------------------------     ----------

                                                              1997             1996              1995            1997*
                                                         --------------   --------------   --------------     ---------

INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
<S>                                                    <C>              <C>              <C>               <C>
   Net investment income.............................  $     (767,599)  $    3,505,756   $    8,208,894    $    7,315
   Net realized gain (loss)..........................     218,655,522      187,552,444       80,631,861        88,145
   Change in unrealized appreciation /
      (depreciation) on investments..................     272,798,112      112,608,618      183,872,928       249,382
                                                       --------------   --------------   --------------    ----------

   Net increase (decrease) in net assets
      from operations................................     490,686,035      303,666,818      272,713,683       344,842
                                                       ---------------  ---------------  ---------------   -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).............................     282,279,826      271,193,481      216,068,996     1,177,137
   Benefits and other policy-
      related transactions (Note 3)..................    (199,662,183)    (154,302,728)    (118,456,643)     (162,042)
   Net transfers among funds.........................      56,849,823        4,064,266      (34,354,864)    6,389,251
                                                       --------------   --------------   --------------    -----------

   Net increase (decrease) in net assets
      from policy-related transactions...............     139,467,466      120,955,019       63,257,489     7,404,346
                                                       --------------   --------------   ----------------  -----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)......................         (86,740)        (429,232)        (392,099)     (321,159)
                                                       --------------   --------------   --------------    ----------

INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS......................     630,066,761      424,192,605      335,579,073     7,428,029
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF PERIOD.................   1,570,777,879    1,146,585,274      811,006,201            --
                                                       --------------    -------------   --------------    ----------

NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD.......................  $2,200,844,640   $1,570,777,879   $1,146,585,274    $7,428,029
                                                       ==============   ==============   ==============    ==========
</TABLE>

See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                     FSA-13
<PAGE>

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

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

<TABLE>
<CAPTION>

                                                                            EQUITY SERIES (CONTINUED):
                                           ----------------------------------------------------------------------------------------


                                                            ALLIANCE                                   ALLIANCE
                                                             GLOBAL                                  INTERNATIONAL
                                                              FUND                                       FUND
                                           -------------------------------------------  -------------------------------------------
                                               1997           1996           1995           1997             1996          1995**
                                           -------------   -----------   -------------  --------------  --------------  -----------

INCREASE (DECREASE) IN NET ASSETS:
<S>                                        <C>            <C>            <C>            <C>              <C>            <C>
FROM OPERATIONS:
   Net investment income ...............   $  5,997,760   $  4,705,326   $  3,408,544   $ 1,089,454      $  411,375     $   159,029
   Net realized gain (loss) ............     56,837,641     23,774,539     12,264,394     2,267,768         709,281          50,951
   Change in unrealized appreciation /
      (depreciation) on investments ....    (12,504,865)    22,092,458     33,395,316    (4,651,627)      1,189,887         667,906
                                           ------------   ------------   ------------   -----------      ----------     -----------

   Net increase (decrease) in net assets
      from operations ..................     50,330,536     50,572,323     49,068,254    (1,294,405)       2,310,543        877,886
                                           ------------   ------------   ------------   -----------      -----------    -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3) ...............     85,714,413     96,457,308     92,666,618    14,198,839       12,055,154      2,028,670
   Benefits and other policy-
      related transactions (Note 3) ....    (48,793,564)   (43,292,191)   (37,507,499)   (4,716,765)      (2,295,079)      (339,723)
   Net transfers among funds ...........    (89,131,113)    (4,363,741)   (12,472,104)   (3,886,303)      17,095,516      9,885,952
                                           ------------   ------------   ------------   -----------      -----------    -----------

   Net increase (decrease) in net assets
      from policy-related transactions .    (52,210,264)    48,801,376     42,687,015     5,595,771       26,855,591     11,574,899
                                           ------------   ------------   ------------   -----------      -----------    -----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4) ........       (147,270)       (93,415)       (96,720)      (27,091)         (21,865)       (20,847)
                                           ------------   ------------   ------------   -----------      -----------    -----------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS ........     (2,026,998)    99,280,284     91,658,549     4,274,275       29,144,269     12,431,938
NET ASSETS ATTRIBUTABLE TO .............             --             --             --            --               --             --
   POLICYOWNERS, BEGINNING OF PERIOD ...    432,777,304    333,497,020    241,838,471    41,576,207       12,431,938             --
                                           ------------   ------------   ------------   -----------      ------------   -----------

NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD .........   $430,750,306   $432,777,304   $333,497,020   $45,850,482      $41,576,207    $12,431,938
                                           ============   ============   ============   ===========      ===========    ===========
</TABLE>

                                                  EQUITY SERIES (CONTINUED):
                                               -------------------------------
                                                                 MORGAN
                                                                STANLEY
                                              T. ROWE PRICE     EMERGING
                                               INTERNATIONAL    MARKETS
                                                STOCK FUND     EQUITY FUND
                                               -------------  ---------------
                                                   1997*           1997***
                                               -------------  ---------------

INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income....................    $  (23,939)   $    13,761
   Net realized gain (loss).................       (50,331)       (14,566)
   Change in unrealized appreciation /
      (depreciation) on investments.........      (820,718)    (1,079,388)
                                                ----------    -----------

   Net increase (decrease) in net assets
      from operations.......................      (894,988)    (1,080,193)
                                                ----------    -----------

FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)....................      2,268,440       323,739
   Benefits and other policy-
      related transactions (Note 3).........       (295,221)       (7,501)
   Net transfers among funds................     12,953,165     2,483,527
                                               ------------   -----------

   Net increase (decrease) in net assets
      from policy-related transactions......     14,926,384     2,799,765
                                                -----------   -----------

NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).............         60,283       807,804
                                                -----------   -----------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.............     14,091,679     2,527,376
NET ASSETS ATTRIBUTABLE TO                      -----------   -----------
   POLICYOWNERS, BEGINNING OF PERIOD........             --            --
                                                -----------   -----------

NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD..............    $14,091,679   $ 2,527,376
                                                ===========   ===========

See Notes to Financial Statements.

  *  Commencement of Operations on May 1, 1997.
 **  Commencement of Operations on April 3, 1995.
***  Commencement of Operations on August 20, 1997.
+   Formerly known as Equitable Variable Life Insurance Company Separate Account
    FP.

                                     FSA-14
<PAGE>


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

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

<TABLE>
<CAPTION>


                                                                        EQUITY SERIES (CONTINUED):
                                         -------------------------------------------------------------------------------------


                                                               ALLIANCE                       WARBURG PINCUS    ALLIANCE SMALL
                                                           AGGRESSIVE STOCK                    SMALL COMPANY      CAP GROWTH
                                                                 FUND                           VALUE FUND          FUND
                                         -------------------------------------------------  -----------------  ----------------
                                               1997              1996             1995             1997*            1997*
                                         ---------------   ---------------   -------------  -----------------  ----------------


INCREASE (DECREASE) IN NET ASSETS:
<S>                                        <C>              <C>              <C>              <C>              <C>
FROM OPERATIONS:
   Net investment income ...............   $ (3,987,514)    $ (2,425,125)    $ (1,434,289)    $   (23,238)     $   (37,351)
   Net realized gain (loss) ............    107,947,093      163,630,203       73,464,436         140,194          (63,375)
   Change in unrealized appreciation /                                                                       
      (depreciation) on investments ....    (13,921,615)     (33,653,883)      49,509,800        (228,709)         771,812
                                           ------------     ------------     ------------     -----------      -----------
   Net increase (decrease) in net assets                                                                     
      from operations ..................     90,037,964        7,551,195      121,539,947        (111,753          671,086
                                           ------------     ------------     ------------     -----------      -----------

FROM POLICY-RELATED TRANSACTIONS:                                                                            
   Net premiums (Note 3) ...............    179,662,167      167,830,465      121,962,483       4,397,634        2,947,848
   Benefits and other policy-                                                                                
      related transactions (Note 3) ....    107,529,554)     (85,246,883)     (63,165,185)       (608,891)        (599,875)
   Net transfers among funds ...........      1,712,877       28,481,572       19,367,834      20,737,304       19,670,856
                                           ------------     ------------     ------------     -----------      -----------

   Net increase (decrease) in net assets                                                                     
      from policy-related transactions .     73,845,490      111,065,154       78,165,132      24,526,047       22,018,829
                                           ------------     ------------     ------------     -----------      -----------

NET (INCREASE) DECREASE IN AMOUNT                                                                            
   RETAINED BY EQUITABLE LIFE IN                                                                             
   SEPARATE ACCOUNT FP (Note 4) ........       (442,155)        (205,349)        (188,813)       (114,120)        (324,052
                                           ------------     ------------     ------------     -----------      -----------
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS                                                                            
   ATTRIBUTABLE TO POLICYOWNERS ........    163,441,299      238,411,000      199,516,266      24,300,174       22,365,863
NET ASSETS ATTRIBUTABLE TO                                                                                   
   POLICYOWNERS, BEGINNING OF PERIOD ...    793,599,131      555,188,131      355,671,865              --               --
                                           ------------     ------------     ------------     -----------      -----------

NET ASSETS ATTRIBUTABLE TO                                                                                   
   POLICYOWNERS, END OF PERIOD .........   $957,040,430     $793,599,131     $555,188,131     $24,300,174      $22,365,863
                                           ============     ============     ============     ===========      ===========
</TABLE>   

<TABLE>
<CAPTION>

                                                EQUITY
                                                SERIES
                                              (CONTINUED):               ASSET ALLOCATION SERIES:
                                           ---------------- -----------------------------------------------
                                             MFS EMERGING                       ALLIANCE
                                                GROWTH                    CONSERVATIVE INVESTORS
                                            COMPANIES FUND                        FUND
                                           ---------------- -------------    --------------   -------------
                                                1997*            1997             1996            1995
                                           ---------------- -------------    --------------   -------------
<S>                                        <C>              <C>              <C>              <C>         
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income ...............   $     5,523      $  6,151,782     $  6,690,887     $  7,247,815
   Net realized gain (loss) ............       458,032         6,305,200        3,677,543          689,721
   Change in unrealized appreciation /                                                     
      (depreciation) on investments ....       171,320         8,528,010       (2,661,985)      19,129,817
                                           -----------      ------------     ------------     ------------
   Net increase (decrease) in net assets                                                   
      from operations ..................       634,875        20,984,992        7,706,445       27,067,353
                                           -----------      ------------     ------------     ------------

FROM POLICY-RELATED TRANSACTIONS:                                                          
   Net premiums (Note 3) ...............     1,598,358        30,425,833       38,133,118       41,419,959
   Benefits and other policy-                                                              
      related transactions (Note 3) ....      (294,924)      (24,998,155)     (25,456,269      (22,866,003)
   Net transfers among funds ...........     8,886,415       (18,978,233)     (18,095,700       (3,379,296
                                           -----------      ------------     ------------     ------------

   Net increase (decrease) in net assets                                                   
      from policy-related transactions .    10,189,849       (13,550,555)      (5,418,851       15,174,660
                                           -----------      ------------     ------------     ------------

NET (INCREASE) DECREASE IN AMOUNT                                                          
   RETAINED BY EQUITABLE LIFE IN                                                           
   SEPARATE ACCOUNT FP (Note 4) ........      (449,170)         (113,620)         (36,213          (95,412)
                                           -----------      ------------     ------------     ------------

INCREASE (DECREASE) IN NET ASSETS                                                          
   ATTRIBUTABLE TO POLICYOWNERS ........    10,375,554         7,320,817        2,251,381       42,146,601
NET ASSETS ATTRIBUTABLE TO                                                                 
   POLICYOWNERS, BEGINNING OF PERIOD ...            --       174,338,480      172,087,099      129,940,498
                                           -----------      ------------     ------------     ------------

NET ASSETS ATTRIBUTABLE TO                                                                 
   POLICYOWNERS, END OF PERIOD .........   $10,375,554      $181,659,297     $174,338,480     $172,087,099
                                           ===========      ============     ============     ============
</TABLE>

See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.

                                     FSA-15

<PAGE>


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

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

<TABLE>
<CAPTION>

                                                           ASSET ALLOCATION SERIES (CONTINUED):
                                           ----------------------------------------------------------------
                                              EQ/PUTNAM                         ALLIANCE
                                              BALANCED                      GROWTH INVESTORS
                                                FUND                              FUND
                                           ---------------  -----------------------------------------------
                                                1997*            1997             1996             1995
                                           ---------------  -------------    --------------   -------------

INCREASE (DECREASE) IN NET ASSETS:
<S>                                        <C>              <C>              <C>              <C>
FROM OPERATIONS:
   Net investment income ...............   $   43,727       $ 14,710,285     $ 11,757,729     $ 13,059,547
   Net realized gain (loss) ............       31,680         53,312,210       75,274,214        9,174,038
   Change in unrealized appreciation /                                                       
      (depreciation) on investments ....      270,232         47,905,948      (14,635,180)      82,556,566
                                           ----------       ------------     ------------     ------------

   Net increase (decrease) in net assets                                                     
      from operations ..................      345,639        115,928,443       72,396,763      104,790,151
                                           ----------       ------------     ------------     ------------

FROM POLICY-RELATED TRANSACTIONS:                                                            
   Net premiums (Note 3) ...............      213,829        139,280,509      159,654,177      155,616,059
   Benefits and other policy-related                                                         
      transactions (Note 3) ............      (60,092)       (95,656,635)     (81,943,749)     (68,357,709)
   Net transfers among funds ...........    1,458,185        (35,207,298)      (7,652,116)      (3,269,896)
                                           ----------       ------------     ------------     ------------
                                                                                             
   Net increase (decrease) in net assets                                                     
      from policy related-transactions..    1,611,922          8,416,576       70,058,312       83,988,454
                                           ----------       ------------     ------------     ------------

NET (INCREASE) DECREASE IN AMOUNT                                                            
   RETAINED BY EQUITABLE LIFE                                                                
   IN SEPARATE ACCOUNT FP (Note 4) .....     (289,774)            79,090          (93,120)        (120,493)
                                           ----------       ------------     ------------     ------------

INCREASE (DECREASE) IN NET ASSETS                                                            
   ATTRIBUTABLE TO POLICYOWNERS ........    1,667,787        124,424,109      142,361,955      188,658,112
NET ASSETS ATTRIBUTABLE TO POLICY                                                            
   OWNERS, BEGINNING OF PERIOD .........           --        698,239,621      555,877,666      367,219,554
                                           ==========       ============     ============     ============

NET ASSETS ATTRIBUTABLE TO POLICY                                                            
   OWNERS, END OF PERIOD ...............   $1,667,787       $822,663,730     $698,239,621     $555,877,666
                                           ==========       ============     ============     ============
</TABLE>

<TABLE>
<CAPTION>

                                                        ASSET ALLOCATION SERIES (CONTINUED):
                                           ----------------------------------------------------------------
                                                                                                  MERRILL
                                                                                                   LYNCH
                                                               ALLIANCE                            WORLD
                                                               BALANCED                          STRATEGY
                                                                 FUND                              FUND
                                           -----------------------------------------------    -------------
                                                1997             1996             1995             1997*
                                           -------------    -------------    -------------    -------------

INCREASE (DECREASE) IN NET ASSETS:
<S>                                        <C>              <C>              <C>              <C>
FROM OPERATIONS:
   Net investment income ...............   $ 11,212,220     $ 10,604,542     $ 10,038,346     $   14,446
   Net realized gain (loss) ............     27,027,612       33,240,237        8,427,606         35,369
   Change in unrealized appreciation /                                                       
      (depreciation) on investments ....     18,495,462         (714,363)      45,976,062        (37,926)
                                           ------------     ------------     ------------     ----------

   Net increase (decrease) in net assets                                                     
      from operations ..................     56,735,294       43,130,416       64,442,014         11,889
                                           ------------     ------------     ------------     ----------

FROM POLICY-RELATED TRANSACTIONS:                                                            
   Net premiums (Note 3) ...............     48,722,966       60,530,048       63,451,955        334,133
   Benefits and other policy-related                                                         
      transactions (Note 3) ............    (48,611,396)     (50,274,632)     (48,742,571)       (41,646)
   Net transfers among funds ...........    (55,377,177)     (22,122,080)     (18,908,540)     1,374,499
                                           ------------     ------------     ------------     ----------

   Net increase (decrease) in net assets                                                     
      from policy related-transactions .    (55,265,607)     (11,866,664)      (4,199,156)     1,666,986
                                           ------------     ------------     ------------     ----------

NET (INCREASE) DECREASE IN AMOUNT                                                            
   RETAINED BY EQUITABLE LIFE                                                                
   IN SEPARATE ACCOUNT FP (Note 4) .....         (4,006)        (134,906)         (93,214)       (94,148)
                                           ------------     ------------     ------------     ----------

INCREASE (DECREASE) IN NET ASSETS                                                            
   ATTRIBUTABLE TO POLICYOWNERS ........      1,465,681       31,128,846       60,149,644      1,584,727
NET ASSETS ATTRIBUTABLE TO POLICY                                                            
   OWNERS, BEGINNING OF PERIOD .........    429,694,055      398,565,209      338,415,565             --
                                           ============     ============     ============     ==========

NET ASSETS ATTRIBUTABLE TO POLICY                                                            
   OWNERS, END OF PERIOD ...............   $431,159,736     $429,694,055     $398,565,209     $1,584,727
                                           ============     ============     ============     ==========
</TABLE>

See Notes to Financial Statements.

* Commencement of Operations on May 1, 1997.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-16

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
December 31, 1997

1.  General

    Effective  January  1,  1997  Equitable   Variable  Life  Insurance  Company
    ("Equitable  Variable  Life" ) was merged into The Equitable  Life Assurance
    Society  of the United  States  ("Equitable  Life" ). From  January 1, 1997,
    Equitable  Life is  liable  in  place  of  Equitable  Variable  Life for the
    liabilities   and   obligations  of  Equitable   Variable  Life,   including
    liabilities under policies and contracts issued by Equitable  Variable Life,
    and all of Equitable Variable Life's assets became assets of Equitable Life.
    The  merger  had no  effect  on the  net  assets  of  the  Separate  Account
    attributable to contract owners.

    Equitable  Life  Separate  Account FP (the  Account) is  organized as a unit
    investment trust, a type of investment  company,  and is registered with the
    Securities and Exchange Commission under the Investment Company Act of 1940.
    The Account  consists of twenty-four  investment  funds:  the Alliance Money
    Market Fund,  the Alliance  Intermediate  Government  Securities  Fund,  the
    Alliance  Quality  Bond Fund,  the Alliance  High Yield Fund,  T. Rowe Price
    Equity Income Fund, the EQ/Putnam Growth and Income Value Fund, the Alliance
    Equity Index Fund,  the Merrill Lynch Basic Value Equity Fund,  the Alliance
    Common Stock Fund,  the MFS Research  Fund,  the Alliance  Global Fund,  the
    Alliance International Fund, the T. Rowe Price International Stock Fund, the
    Morgan Stanley Emerging  Markets Equity Fund, the Alliance  Aggressive Stock
    Fund,  the Warburg  Pincus Small Company Value Fund,  the Alliance Small Cap
    Growth Fund, MFS Emerging Growth  Companies Fund, the Alliance  Conservative
    Investors Fund, the EQ/Putnam  Balanced Fund, the Alliance Growth  Investors
    Fund, the Alliance  Balanced Fund, and the Merrill Lynch World Strategy Fund
    ("the  Funds").  The  assets  in each  fund  are  invested  in  shares  of a
    corresponding portfolio (Portfolio) of a mutual fund, Class IA shares of The
    Hudson  River Trust (HR Trust) or Class IB shares of EQ  Advisors  Trust (EQ
    Trust)  (Collectively  known as the Trusts).  Class IA shares are offered at
    net asset value and are not subject to distribution fees imposed pursuant to
    a distribution plan. Class IB shares are offered at net asset values and are
    subject to  distribution  fees imposed under a distribution  plan adopted in
    1997  pursuant  to Rule 12b-1 under the 1940 Act.  The Trusts are  open-end,
    diversified  management  investment  companies that invest separate  account
    assets of  insurance  companies.  Each  Portfolio  has  separate  investment
    objectives.

    The Account supports the operations of Incentive Life,  Incentive Life 2000,
    Incentive Life  Plus,(SM),  IL  Protector,(SM),  IL COLI,  flexible  premium
    variable life insurance  policies,  Champion 2000, modified premium variable
    whole life insurance  policies,  Survivorship  2000,  flexible premium joint
    survivorship  variable life insurance policies,  and SP-Flex,  variable life
    insurance  policies  with  additional  premium  option,  collectively,   the
    "Policies."  The Incentive Life 2000,  Champion 2000 and  Survivorship  2000
    policies  are herein  referred to as the "Series 2000  Policies."  Incentive
    Life  Plus  (SM)  policies  offered  with a  prospectus  dated  on or  after
    September  15,  1995,  are  referred to as  Incentive  Life Plus (SM) Second
    Series.  Incentive  Life Plus policies  issued with a prior  prospectus  are
    referred to as Incentive Life Plus Original Series.  All Policies are issued
    by Equitable  Life.  The assets of the Account are the property of Equitable
    Life.  However,  the portion of the  Account's  assets  attributable  to the
    Policies will not be chargeable  with  liabilities  arising out of any other
    business Equitable Life may conduct.

    Policyowners may allocate amounts in their individual  accounts to the Funds
    of the  Account  and/or  (except  for SP-Flex  policies)  to the  guaranteed
    interest  account of Equitable  Life's  General  Account.  Net  transfers to
    (from) the  guaranteed  interest  account of the  General  Account and other
    Separate Accounts of $165,714,430, $(7,511,567) and $6,569,672 for the years
    ended 1997, 1996 and 1995, respectively, are included in Net Transfers among
    Funds.  The net assets of any Fund of the  Account  may not be less than the
    aggregate of the policyowners'  accounts allocated to that Fund.  Additional
    assets are set aside in Equitable  Life's General Account to provide for (1)
    the unearned  portion of the monthly  charges for mortality  costs,  and (2)
    other policy benefits, as required under the state insurance law.

2.  Significant Accounting Policies

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

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

    Investment  transactions  are  recorded  on the trade  date.  Dividends  are
    recorded by HR Trust as income at the end of each quarter on the ex-dividend
    date  and by EQ Trust in the  fourth  quarter.  Dividend  and  capital  gain
    distributions are automatically reinvested on the ex-dividend date. Realized
    gains and losses  include  gains and losses on  redemptions  of the  Trust's
    shares  (determined  on the identified  cost basis) and Trust  distributions
    representing  the net realized gains on Trust  investment  transactions  are
    distributed by the Trust at the end of each year.

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


                                     FSA-17

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1997

2.  Significant Accounting Policies (Continued)

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

3.  Asset Charges

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

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

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

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

4.  Amounts Retained by Equitable Life in Separate Account FP

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

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

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

                                     FSA-18

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1997

4.  Amounts Retained by Equitable Life in Separate Account FP (Continued)

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

<TABLE>
<CAPTION>

                                                                         YEARS ENDED DECEMBER 31,
                                                                -------------------------------------------
           INVESTMENT FUND                                          1997           1996           1995
           ---------------                                          ----           ----           ----
         <S>                                                     <C>             <C>           <C>
          Fixed Income Series:
               Alliance Money Market                                      --            --     $  (250,000)
               Alliance Intermediate Government Securities                --            --        (165,000)
               Alliance Quality Bond                                      --     $(125,000)     (4,800,000)
               Alliance High Yield                                        --            --        (100,000)
           Equity Series:
               T. Rowe Price Equity Income                       $ 1,300,000            --              --
               EQ/Putnam Growth & Income Value                     1,200,000            --              --
               Alliance Growth & Income                                   --       (75,000)       (685,000)
               Alliance Equity Index                                      --            --              --
               Merrill Lynch Basic Value Equity                    1,200,000            --              --
               Alliance Common Stock                                      --      (185,000)       (630,000)
               MFS Research                                        2,000,000            --              --
               Alliance Global                                            --            --        (130,000)
               Alliance International                                     --            --         200,000
               T. Rowe Price International Stock                   4,000,000            --              --
               Morgan Stanley Emerging Markets Equity              4,000,000            --              --
               Alliance Aggressive Stock                                  --      (125,000)       (350,000)
               Warburg Pincus Small Company Value                    600,000            --              --
               Alliance Small Cap Growth                           1,200,000            --              --
               MFS Emerging Growth Companies                       2,000,000            --              --
           Asset Allocation Series:
               Alliance Conservative Investors                            --       (80,000)             --
               EQ/Putnam Balanced                                  2,000,000            --              --
               Alliance Growth Investors                                  --      (175,000)             --
               Alliance Balanced                                          --       (90,000)             --
               Merrill Lynch World Strategy                        2,000,000            --              --
</TABLE>


5.  Distribution and Servicing Agreement

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

6.  Investment Returns

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

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

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

                                     FSA-19
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

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

<TABLE>
<CAPTION>

FIXED INCOME SERIES:

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE MONEY MARKET FUND      1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------------      ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                             <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>
Gross return..............      5.42%    5.33%    5.74%    4.02%     3.00%    3.56%    6.18%    8.24%     9.18%    7.32%
Net return................      4.79%    4.70%    5.11%    3.39%     2.35%    2.94%    5.55%    7.59%     8.53%    6.68%

<CAPTION>

                                                                                      APRIL 1(A) TO
ALLIANCE INTERMEDIATE                        YEARS ENDED DECEMBER 31,                  DECEMBER 31,
                              ------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND      1997     1996     1995      1994     1993     1992         1991
- --------------------------      ----     ----     ----      ----     ----     ----         ----
<S>                             <C>      <C>     <C>      <C>         <C>     <C>          <C>
Gross return..............      7.29%    3.78%   13.33%   (4.37)%   10.58%    5.60%        12.26%
Net return................      6.65%    3.15%   12.65%   (4.95)%     9.88%   4.96%        11.60%

<CAPTION>
                                                                   OCTOBER 1(A) TO
                                    YEARS ENDED DECEMBER 31,        DECEMBER 31,
                              -----------------------------------------------------
ALLIANCE QUALITY BOND FUND      1997     1996     1995      1994        1993
- --------------------------      ----     ----     ----      ----        ----
<S>                             <C>      <C>     <C>      <C>          <C>
Gross return..............      9.14%    5.36%   17.02%   (5.10)%      (0.51)%
Net return................      8.49%    4.73%   16.32%   (5.67)%      (0.66)%

<CAPTION>
                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE HIGH YIELD FUND        1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ------------------------        ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>        <C>      <C>
Gross return..............     18.47%   22.89%   19.92%   (2.79)%   23.15%   12.31%   24.46%   (1.12)%    5.13%    9.73%
Net return................     17.76%   22.14%   19.20%   (3.37)%   22.41%   11.64%   23.72%   (1.71)%    4.50%    9.08%
</TABLE>


EQUITY SERIES:
                                MAY 1(A) TO
T. ROWE PRICE EQUITY            DECEMBER 31,
                              -----------------
INCOME FUND                         1997
- -----------                         ----
Gross return..............          22.11%
Net return................          21.64%

                                MAY 1(A) TO     
                                DECEMBER 31,    
                              ----------------- 
EQ/PUTNAM GROWTH                    1997        
& INCOME VALUE FUND                 ----        
Gross return..............          16.23%
Net return................          15.75%

                                                                OCTOBER 1(A) TO
                                    YEARS ENDED DECEMBER 31,      DECEMBER 31,
                               -------------------------------------------------
ALLIANCE GROWTH & INCOME FUND   1997     1996     1995      1994      1993
- -----------------------------   ----     ----     ----      ----      ----
Gross return..............     26.90%   20.09%   24.07%   (0.58)%    (0.25)%
Net return................     25.99%   19.36%   23.33%   (1.17)%    (0.41)%

                                 SEPTEMBER 30(A)
                               YEARS ENDED DECEMBER 31,  TO DECEMBER 31,
                              --------------------------------------------
ALLIANCE EQUITY INDEX FUND      1997     1996     1995         1994
- --------------------------      ----     ----     ----         ----
Gross return..............     32.58%   22.39%   36.48%       1.08%
Net return................     31.77%   21.65%   35.66%       0.58%

- -------------------------------
*  Sales of Incentive  Life 2000 and Champion  2000  commenced on March 2, 1992.
   Sales of Incentive Life Plus Second Series commenced on September 15, 1995.
(a)Date as of which net premiums under the policies were first  allocated to the
   Fund.  The gross return and the net return for the periods  indicated are not
   annual rates of return.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-20

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT FP+
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1997
RATES OF RETURN (CONTINUED)
INCENTIVE LIFE,
INCENTIVE LIFE 2000,
INCENTIVE LIFE PLUS SECOND SERIES
AND CHAMPION 2000*


EQUITY SERIES (CONTINUED):
                                MAY 1(A) TO
MERRILL LYNCH BASIC             DECEMBER 31,
                              -----------------
VALUE EQUITY FUND                   1997
- -----------------                   ----
Gross return..............          16.99%
Net return................          16.55%

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE COMMON STOCK FUND      1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------------      ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>       <C>     <C>      <C>       <C>      <C>
Gross return..............     29.40%   24.28%   32.45%   (2.14)%   24.84%    3.22%   37.88%   (8.12)%   25.59%   22.43%
Net return................     28.44%   23.53%   31.66%   (2.73)%   24.08%    2.60%   37.06%   (8.67)%   24.84%   21.70%
</TABLE>

                                MAY 1(A) TO
                                DECEMBER 31,
                              -----------------
MFS RESEARCH FUND                   1997
- -----------------                   ----
Gross return..............          16.07%
Net return................          15.59%

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE GLOBAL FUND            1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------            ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>       <C>      <C>      <C>      <C>      <C>       <C>      <C>
Gross return..............     11.66%   14.60%   18.81%    5.23%    32.09%   (0.50)%  30.55%   (6.07)%   26.93%   10.88%
Net return................     10.88%   13.91%   18.11%    4.60%    31.33%   (1.10)%  29.77%   (6.63)%   26.17%   10.22%
</TABLE>

                                                               APRIL 3(A) TO
                                  YEARS ENDED DECEMBER 31,      DECEMBER 31,
                              -------------------------------------------------
ALLIANCE INTERNATIONAL FUND         1997           1996            1995
- ---------------------------         ----           ----            ----
Gross return..............        (2.98)%           9.82%         11.29%
Net return................        (3.63)%           9.15%         10.79%

                                MAY 1(A) TO
T. ROWE PRICE                   DECEMBER 31,
                              -----------------
INTERNATIONAL STOCK FUND            1997
- ------------------------            ----
Gross return..............        (1.49)%
Net return................        (1.90)%

                              AUGUST 20(A) TO
MORGAN STANLEY EMERGING         DECEMBER 31,
                              -----------------
MARKETS EQUITY FUND                 1997
- -------------------                 ----
Gross return..............         (20.16)%
Net return................         (20.37)%

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                                ---------------------------------------------------------------------------------------------
ALLIANCE AGGRESSIVE STOCK FUND    1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ------------------------------    ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                              <C>      <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>       <C>
Gross return..............       10.94%   22.20%   31.63%   (3.81)%   16.77%   (3.16)%  86.86%    8.17%    43.50%    1.17%
Net return................       10.14%   21.46%   30.85%   (4.39)%   16.05%   (3.74)%  85.75%    7.51%    42.64%    0.53%
</TABLE>

                                MAY 1(A) TO
WARBURG PINCUS SMALL            DECEMBER 31,
                              -----------------
COMPANY VALUE FUND                  1997
- ------------------                  ----
Gross return..............          19.15%
Net return................          18.65%

- -------------------------------
*  Sales of Incentive  Life 2000 and Champion  2000  commenced on March 2, 1992.
   Sales of Incentive Life Plus Second Series commenced on September 15, 1995.
(a)Date as of which net premiums under the policies were first  allocated to the
   Fund.  The gross return and the net return for the periods  indicated are not
   annual rates of return.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-21
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
INCENTIVE LIFE,
INCENTIVE LIFE 2000,
INCENTIVE LIFE PLUS SECOND SERIES
AND CHAMPION 2000*



EQUITY SERIES (CONCLUDED):
                                MAY 1(A) TO
ALLIANCE SMALL CAP              DECEMBER 31,
                              -----------------
GROWTH FUND                         1997
- -----------                         ----
Gross return..............          26.74%
Net return................          26.18%

                                MAY 1(A) TO     
                                DECEMBER 31,    
                              ----------------- 
MFS EMERGING GROWTH                 1997        
COMPANIES FUND                      ----        
Gross return..............          22.42%
Net return................          21.95%

<TABLE>
<CAPTION>

ASSET ALLOCATION SERIES:
                                                                                                       OCTOBER 2(A) TO
ALLIANCE CONSERVATIVE                                 YEARS ENDED DECEMBER 31,                           DECEMBER 31,
                              ------------------------------------------------------------------------------------------
INVESTORS FUND                  1997     1996     1995      1994     1993     1992     1991      1990        1989
- --------------                  ----     ----     ----      ----     ----     ----     ----      ----        ----
<S>                            <C>       <C>     <C>      <C>       <C>       <C>     <C>       <C>           <C>
Gross return..............     13.25%    5.21%   20.40%   (4.10)%   10.76%    5.72%   19.87%    6.37%         3.09%
Net return................     12.55%    4.57%   19.68%   (4.67)%   10.15%    5.09%   19.16%    5.73%         2.94%
</TABLE>

                                MAY 1(A) TO
                                DECEMBER 31,
                              -----------------
EQ/PUTNAM BALANCED FUND             1997
- -----------------------             ----
Gross return..............          14.38%
Net return................          14.02%

<TABLE>
<CAPTION>

                                                                                                        OCTOBER 2(A) TO
                                                       YEARS ENDED DECEMBER 31,                           DECEMBER 31,
                              -------------------------------------------------------------------------------------------
ALLIANCE GROWTH INVESTORS FUND  1997     1996      1995     1994     1993     1992      1991     1990         1989
- ------------------------------  ----     ----      ----     ----     ----     ----      ----     ----         ----
<S>                            <C>      <C>       <C>      <C>      <C>       <C>      <C>      <C>           <C>
Gross return..............     16.87%   12.61%    26.37%   (3.15)%  15.26%    4.90%    48.89%   10.66%        3.98%
Net return................     16.07%   11.93%    25.62%   (3.73)%  14.58%    4.27%    48.01%   10.00%        3.82%


<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE BALANCED FUND          1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ----------------------          ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>
Gross return..............     15.06%   11.68%   19.75%   (8.02)%   12.28%   (2.84)%  41.26%    0.24 %   25.83%   13.27%
Net return................     14.30%   11.00%   19.03%   (8.57)%   11.64%   (3.42)%  40.42%   (0.36)%   25.08%   12.59%
</TABLE>

                                MAY 1(A) TO
MERRILL LYNCH                   DECEMBER 31,
                              -----------------
WORLD STRATEGY FUND                 1997
- -------------------                 ----
Gross return..............           4.70%
Net return................           4.29%

- -------------------------------
*  Sales of Incentive  Life 2000 and Champion  2000  commenced on March 2, 1992.
   Sales of Incentive Life Plus Second Series commenced on September 15, 1995.
(a)Date as of which net premiums under the policies were first  allocated to the
   Fund.  The gross return and the net return for the periods  indicated are not
   annual rates of return.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-22

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
SURVIVORSHIP 2000

<TABLE>
<CAPTION>

FIXED INCOME SERIES:
                                                                            AUGUST 17(A) TO
                                         YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
ALLIANCE MONEY MARKET FUND      1997     1996     1995      1994     1993         1992
- --------------------------      ----     ----     ----      ----     ----         ----
<S>                             <C>      <C>      <C>      <C>       <C>          <C>
Gross return..............      5.42%    5.33%    5.74%    4.02%     3.00%        1.11%
Net return................      4.47%    4.38%    4.80%    3.08%     2.04%        0.77%

ALLIANCE INTERMEDIATE
GOVERNMENT SECURITIES FUND
Gross return..............      7.29%    3.78%   13.33%   (4.37)%   10.58%        0.90%
Net return................      6.33%    2.84%   12.31%   (5.23)%     9.55%       0.56%

<CAPTION>

                                                                   OCTOBER 1(A) TO
                                    YEARS ENDED DECEMBER 31,        DECEMBER 31,
                              -----------------------------------------------------
ALLIANCE QUALITY BOND FUND      1997     1996     1995      1994        1993
- --------------------------      ----     ----     ----      ----        ----
<S>                             <C>      <C>     <C>      <C>          <C>
Gross return..............      9.14%    5.36%   17.02%   (5.10)%      (0.51)%
Net return................      8.16%    4.41%   15.97%   (5.95)%      (0.73)%

<CAPTION>

                                                                            AUGUST 17(A) TO
                                         YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
ALLIANCE HIGH YIELD FUND        1997     1996     1995      1994     1993         1992
- ------------------------        ----     ----     ----      ----     ----         ----
<S>                            <C>      <C>      <C>      <C>       <C>           <C>
Gross return..............     18.47%   22.89%   19.92%   (2.79)%   23.15%        1.84%
Net return................     17.40%   21.77%   18.84%   (3.66)%   22.04%        1.50%
</TABLE>


EQUITY SERIES:
                                MAY 1(A) TO
T. ROWE PRICE EQUITY            DECEMBER 31,
                              -----------------
INCOME FUND                         1997
- -----------                         ----
Gross return..............          22.11%
Net return................          21.40%

                                MAY 1(A) TO     
                                DECEMBER 31,    
                              ----------------- 
EQ/PUTNAM GROWTH                    1997        
& INCOME VALUE FUND                 ----        
Gross return..............          16.23%
Net return................          15.52%

                                                                  OCTOBER 1(A)
                                    YEARS ENDED DECEMBER 31,     TO DECEMBER 31,
                                ------------------------------------------------
ALLIANCE GROWTH & INCOME FUND     1997    1996    1995     1994      1993
- -----------------------------     ----    ----    ----     ----      ----
Gross return..............       26.90%  20.09%  24.07%  (0.58)%    (0.25)%
Net return................       25.61%  19.00%  22.96%  (1.47)%    (0.48)%

                                                                   MARCH 1(A) TO
                                      YEARS ENDED DECEMBER 31,      DECEMBER 31,
                                ------------------------------------------------
ALLIANCE EQUITY INDEX FUND        1997         1996          1995      1994
- --------------------------        ----         ----          ----      ----
Gross return..............        32.58%       22.39%       36.48%     1.08%
Net return................        31.38%       21.28%       35.26%     0.33%

- -------------------------------
(a)Date as of which net premiums under the policies were first  allocated to the
   Fund.  The gross return and the net return for the periods  indicated are not
   annual rates of return.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-23


<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
SURVIVORSHIP 2000



EQUITY SERIES (CONTINUED):
                                MAY 1(A) TO
MERRILL LYNCH BASIC             DECEMBER 31,
                              -----------------
VALUE EQUITY FUND                   1997
- -----------------                   ----
Gross return..............          16.99%
Net return................          16.32%

<TABLE>
<CAPTION>

                                                                            AUGUST 17(A) TO
                                         YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
ALLIANCE COMMON STOCK FUND      1997     1996     1995      1994     1993         1992
- --------------------------      ----     ----     ----      ----     ----         ----
<S>                            <C>      <C>      <C>      <C>       <C>           <C>
Gross return..............     29.40%   24.28%   32.45%   (2.14)%   24.84%        5.28%
Net return................     28.06%   23.15%   31.26%   (3.02)%   23.70%        4.93%
</TABLE>

                                MAY 1(A) TO
                                DECEMBER 31,
                              -----------------
MFS RESEARCH FUND                   1997
- -----------------                   ----
Gross return..............          16.07%
Net return................          15.36%

<TABLE>
<CAPTION>

                                                                            AUGUST 17(A) TO
ALLIANCE GLOBAL FUND                     YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
<S>                            <C>      <C>      <C>       <C>      <C>           <C>
Gross return..............     11.66%   14.60%   18.81%    5.23%    32.09%        4.87%
Net return................     10.54%   13.56%   17.75%    4.29%    30.93%        4.52%
</TABLE>

                                                               APRIL 3(A) TO
                                 YEARS ENDED DECEMBER 31,      DECEMBER 31,
                              -------------------------------------------------
ALLIANCE INTERNATIONAL FUND         1997           1996            1995
- ---------------------------         ----           ----            ----
Gross return..............          (2.98)%         9.82%         11.29%
Net return................          (3.93)%         8.82%         10.55%

                                MAY 1(A) TO
T. ROWE PRICE                   DECEMBER 31,
                              -----------------
INTERNATIONAL STOCK FUND            1997
- ------------------------            ----
Gross return..............          (1.49)%
Net return................          (2.10)%

                              AUGUST 20(A) TO
MORGAN STANLEY EMERGING         DECEMBER 31,
                              -----------------
MARKETS EQUITY FUND                 1997
- -------------------                 ----
Gross return..............         (20.16)%
Net return................         (20.46)%

- -------------------------------  
(a) Date as of which net premiums under the policies were first allocated to the
    Fund. The gross return and the net return for the periods  indicated are not
    annual  rates of  return. 
+   Formerly known as Equitable Variable Life Insurance Company Separate Account
    FP.


                                     FSA-24

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONCLUDED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
SURVIVORSHIP 2000



<TABLE>
<CAPTION>

EQUITY SERIES (CONCLUDED):
                                                                              MARCH 1(A) TO
                                         YEARS ENDED DECEMBER 31,              DECEMBER 31,
                                 ----------------------------------------------------------------
ALLIANCE AGGRESSIVE STOCK FUND     1997     1996     1995      1994     1993         1992
- ------------------------------     ----     ----     ----      ----     ----         ----
<S>                                <C>     <C>      <C>      <C>       <C>           <C>
Gross return..............        10.94%   22.20%   31.63%   (3.81)%   16.77%        11.49%
Net return................         9.81%   21.09%   30.46%   (4.68)%   15.70%        11.11%
</TABLE>

                                MAY 1(A) TO
WARBURG PINCUS SMALL            DECEMBER 31,
                              -----------------
COMPANY VALUE FUND                  1997
- ------------------                  ----
Gross return..............          19.15%
Net return................          18.41%

                                MAY 1(A) TO     
                                DECEMBER 31,    
                              ----------------- 
ALLIANCE SMALL CAP                  1997        
GROWTH FUND                         ----        
Gross return..............          26.74%
Net return................          25.92%

                                MAY 1(A) TO     
                                DECEMBER 31,    
                              ----------------- 
MFS EMERGING GROWTH                 1997        
COMPANIES FUND                      ----        
Gross return..............          22.42%
Net return................          21.70%

<TABLE>
<CAPTION>

ASSET ALLOCATION SERIES:
                                                                            AUGUST 17(A) TO
ALLIANCE CONSERVATIVE                    YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
INVESTORS FUND                  1997     1996     1995      1994     1993         1992
- --------------                  ----     ----     ----      ----     ----         ----
<S>                            <C>       <C>     <C>      <C>         <C>         <C>
Gross return..............     13.25%    5.21%   20.40%   (4.10)%   10.76%        1.38%
Net return................     12.21%    4.26%   19.32%   (4.96)%     9.81%       1.04%
</TABLE>

                                MAY 1(A) TO
                                DECEMBER 31,
                              -----------------
EQ/PUTNAM BALANCED FUND             1997
- -----------------------             ----
Gross return..............         14.38%
Net return................         13.79%

<TABLE>
<CAPTION>

ALLIANCE GROWTH INVESTORS FUND
- ------------------------------                                              AUGUST 17(A) TO
                                         YEARS ENDED DECEMBER 31,             DECEMBER 31,
                              ---------------------------------------------------------------
<S>                            <C>      <C>      <C>      <C>       <C>          <C>
Gross return..............     16.87%   12.61%   26.37%   (3.15)%   15.26%       6.89%
Net return................     15.72%   11.59%   25.24%   (4.02)%   14.24%       6.53%

ALLIANCE BALANCED FUND
Gross return..............     15.06%   11.68%   19.75%   (8.02)%   12.28%       5.37%
Net return................     13.96%   10.67%   18.68%   (8.84)%   11.30%       5.02%
</TABLE>

                                MAY 1(A) TO
MERRILL LYNCH                   DECEMBER 31,
                              -----------------
WORLD STRATEGY FUND                 1997
- -------------------                 ----
Gross return..............         4.70%
Net return................         4.08%

- -------------------------------
(a)Date as of which net premiums under the policies were first  allocated to the
   Fund.  The gross return and the net return for the periods  indicated are not
   annual rates of return.
+ Formerly known as Equitable Variable Life Insurance Company Separate Account
  FP.


                                     FSA-25

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

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


FIXED INCOME SERIES:

                                                 YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                             1997          1996          1995
                                             ----          ----          ----
Alliance Money Market Fund............       5.42%         5.33%         5.69%
Alliance Intermediate Government
Securities Fund.......................       7.29%         3.78%        13.31%
Alliance Quality Bond Fund............       9.14%         5.36%        17.13%
Alliance High Yield Fund..............      18.47%        22.89%        19.95%

EQUITY SERIES:

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------

                                                  1997
T. Rowe Price Equity Income Fund......           22.13%
EQ/Putnam Growth & Income
Value Fund............................           14.48%

                                               YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                           1997          1996          1995
                                           ----          ----          ----
Alliance Growth & Income Fund.........    26.90%        20.09%        24.38%
Alliance Equity Index Fund............    32.57%        22.38%        36.53%

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------
                                                  1997
Merrill Lynch Basic Value
Equity Fund...........................            17.02%

                                                YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                           1997          1996          1995
                                           ----          ----          ----
Alliance Common Stock Fund............     29.40%       24.28%        33.07%

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------

                                                  1997
MFS Research Fund.....................            16.05%

                                                  YEARS ENDED DECEMBER 31,
                                        ----------------------------------------
                                            1997           1996            1995
                                            ----           ----            ----
Alliance Global Fund..................     11.66%         14.60%          19.38%


                                            YEARS ENDED          APRIL 30 TO
                                            DECEMBER 31,       DECEMBER 31, (A)
                                        ---------------------------------------
                                          1997        1996           1995
                                          ----        ----           ----
Alliance International Fund...........   (3.05)%      9.81%         11.29%

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

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

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

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

                                     FSA-26
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

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


EQUITY SERIES (CONCLUDED):

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------
                                                  1997
T. Rowe Price International
Stock Fund............................            (1.50)%

                                         AUGUST 20 TO DECEMBER
                                                31, (A)
                                        -------------------------
                                                  1997
Morgan Stanley Emerging Markets
Equity Fund...........................           (20.19)%

                                                 YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                            1997          1996           1995
                                            ----          ----           ----
Alliance Aggressive Stock Fund........      10.94%       22.20%         33.00%

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------
                                                  1997
Warburg Pincus Small Company                      19.13%
Value Fund............................
Alliance Small Cap Growth Fund........            26.69%
MFS Emerging Growth
Companies Fund........................            22.44%

ASSET ALLOCATION SERIES:

                                                YEARS ENDED DECEMBER 31,
                                        ---------------------------------------
                                          1997          1996           1995
                                          ----          ----           ----
Alliance Conservative Investors Fund..    13.25%        5.21%         20.59%

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------
                                                  1997
EQ/Putnam Balanced Fund...............           14.48%

                                              YEARS ENDED DECEMBER 31,
                                        -------------------------------------
                                          1997         1996          1995
                                          ----         ----          ----
Alliance Growth Investors Fund........    16.87%      12.61%        26.92%
Alliance Balanced Fund................    15.06%      11.68%        20.32%

                                         MAY 1 TO DECEMBER 31,
                                                  (A)
                                        -------------------------
                                                  1997
Merrill Lynch World Strategy Fund.....            4.71%

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

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

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

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


                                     FSA-27

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
IL PROTECTOR*

FIXED INCOME SERIES:

                                               YEAR ENDED    AUGUST 5(A) TO
                                               DECEMBER 31,    DECEMBER 31,
                                          ------------------------------------
                                                   1997           1996
                                                   ----           ----
ALLIANCE MONEY MARKET FUND
Gross return .........................             5.42%          5.33%
Net return ...........................             4.57%          2.98%

ALLIANCE INTERMEDIATE GOVERNMENT
SECURITIES
Gross return .........................             7.29%          3.78%
Net return ...........................             6.43%          4.49%

ALLIANCE QUALITY BOND FUND
Gross return .........................             9.14%          5.36%
Net return ...........................             8.27%          7.86%

ALLIANCE HIGH YIELD FUND
Gross return .........................            18.47%         22.89%
Net return ...........................            17.52%         13.90%

EQUITY SERIES:

                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------

                                                   1997
T. ROWE PRICE EQUITY INCOME FUND
Gross return .........................            22.11%
Net return ...........................            21.48%

EQ/PUTNAM GROWTH & INCOME
VALUE FUND
Gross return .........................            16.23%
Net return ...........................            13.87%


                                               YEAR ENDED     AUGUST 5(A) TO
                                               DECEMBER 31,    DECEMBER  31,
                                        ---------------------------------------
                                                   1997            1996
                                                   ----            ----
ALLIANCE GROWTH & INCOME FUND
Gross return .........................            26.90%          20.09%
Net return ...........................            25.74%          15.63%

ALLIANCE EQUITY INDEX FUND
Gross return .........................            32.58%          22.39%
Net return ...........................            31.51%          16.25%



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

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

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


                                     FSA-28
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
IL PROTECTOR*


EQUITY SERIES (CONTINUED):


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------
                                                   1997
MERRILL LYNCH BASIC VALUE
EQUITY FUND
Gross return .........................            16.99%
Net return ...........................            16.40%


                                               YEAR ENDED     AUGUST 5(A) TO
                                               DECEMBER 31,    DECEMBER 31,
                                        ---------------------------------------
                                                  1997              1996
                                                  ----              ----
ALLIANCE COMMON STOCK FUND
Gross return .........................           29.40%            24.28%
Net return ...........................           28.18%            17.44%


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------
                                                   1997
MFS RESEARCH FUND
Gross return .........................            16.07%
Net return ...........................            15.43%


                                                 YEAR ENDED    AUGUST 5(A) TO
                                                DECEMBER 31,     DECEMBER 31,
                                        ---------------------------------------
                                                   1997             1996
                                                   ----             ----
ALLIANCE GLOBAL FUND
Gross return .........................            11.66%           14.60%
Net return ...........................            10.65%            6.78%

ALLIANCE INTERNATIONAL FUND
Gross return .........................            (2.98)%           9.82%
Net return ...........................            (3.83)%           2.11%


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------

                                                   1997
T. ROWE PRICE INTERNATIONAL STOCK FUND
Gross return .........................
                                                  (1.49)%
Net return ...........................            (2.03)%


                                         AUGUST 20(A) TO DECEMBER
                                                   31,
                                        ---------------------------

                                                   1997
MORGAN STANLEY EMERGING MARKETS
EQUITY FUND
Gross return .........................
                                                 (20.16)%
Net return ...........................           (20.43)%

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

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

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


                                     FSA-29

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
IL PROTECTOR*


EQUITY SERIES (CONCLUDED):

                                                 YEAR ENDED    AUGUST 5(A) TO
                                                DECEMBER 31,     DECEMBER 31,
                                        ---------------------------------------
                                                   1997             1996
                                                   ----             ----
ALLIANCE AGGRESSIVE STOCK FUND
Gross return .........................            10.94%           22.20%
Net return ...........................             9.92%            6.22%


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------
                                                   1997
WARBURG PINCUS SMALL COMPANY
VALUE FUND
Gross return .........................            19.15%
Net return ...........................            18.49%

ALLIANCE SMALL CAP GROWTH FUND
Gross return .........................            26.74%
Net return ...........................            26.01%

MFS EMERGING GROWTH COMPANIES FUND
Gross return .........................            22.42%
Net return ...........................            21.78%

ASSET ALLOCATION SERIES:

                                               YEAR ENDED    AUGUST 5(A) TO
                                               DECEMBER 31,    DECEMBER 31,
                                        ---------------------------------------
                                                   1997            1996
                                                   ----            ----
ALLIANCE CONSERVATIVE INVESTORS FUND
Gross return .........................            13.25%           5.21%
Net return ...........................            12.32%           7.94%


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------
                                                   1997
EQ/PUTNAM BALANCED FUND
Gross return .........................            14.38%
Net return ...........................            13.87%


                                                 YEAR ENDED   AUGUST 5(A) TO
                                                DECEMBER 31,    DECEMBER 31,
                                        ---------------------------------------
                                                   1997             1996
                                                   ----             ----
ALLIANCE GROWTH INVESTORS FUND
Gross return .........................            16.87%           12.61%
Net return ...........................            15.84%            9.38%

ALLIANCE BALANCED FUND
Gross return .........................            15.06%           11.68%
Net return ...........................            14.07%            8.67%


                                         MAY 1(A) TO DECEMBER 31,
                                        ---------------------------

                                                   1997
MERRILL LYNCH WORLD STRATEGY FUND
Gross return .........................             4.70%
Net return ...........................             4.15%

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

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

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


                                     FSA-30
<PAGE>


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


NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31, 1997

RATES OF RETURN (CONTINUED)
SP-FLEX

<TABLE>
<CAPTION>

FIXED INCOME SERIES:
                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE MONEY MARKET FUND      1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------------      ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                             <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>
Gross return..............      5.42%    5.33%    5.74%    4.02%     3.00%    3.56%    6.17%    8.24%     9.18%    7.32%
Net return................      3.54%    3.44%    3.86%    2.17%     1.13%    1.71%    4.29%    6.30%     7.24%    5.41%

<CAPTION>

                                                                                      APRIL 1(A) TO
ALLIANCE INTERMEDIATE                        YEARS ENDED DECEMBER 31,                  DECEMBER 31,
                              ------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND      1997     1996     1995      1994     1993     1992         1991
- --------------------------      ----     ----     ----      ----     ----     ----         ----
<S>                             <C>      <C>     <C>      <C>         <C>     <C>         <C>
Gross return..............      7.29%    3.78%   13.33%   (4.37)%   10.58%    5.60%       12.10%
Net return................      5.38%    1.91%   11.31%   (6.08)%     8.57%   3.71%       10.59%

<CAPTION>
                                                                              SEPTEMBER 1(A)
                                                                                    TO
                                         YEARS ENDED DECEMBER 31,               DECEMBER 31,
                              ----------------------------------------------------------------
ALLIANCE QUALITY BOND FUND          1997           1996            1995            1994
- --------------------------          ----           ----            ----            ----
<S>                                <C>             <C>            <C>            <C>    
Gross return..............         9.14%           5.36%          17.02%         (2.20)%
Net return................         7.19%           3.47%          14.94%         (2.35)%

<CAPTION>
                                                                YEARS ENDED DECEMBER 31,
                              --------------------------------------------------------------------------------------------
ALLIANCE HIGH YIELD FUND        1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ------------------------        ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>        <C>      <C>
Gross return..............     18.47%   22.89%   19.92%   (2.79)%   23.15%   12.31%   24.46%   (1.12)%    5.13%    9.73%
Net return................     16.35%   20.68%   17.79%   (4.52)%   20.96%   10.30%   22.25%   (2.89)%    3.26%    7.78%
</TABLE>

EQUITY SERIES:
                                                                 SEPTEMBER 1(A)
                                                                      TO
                                   YEARS ENDED DECEMBER 31,      DECEMBER 31,
                              --------------------------------------------------
ALLIANCE GROWTH & INCOME FUND    1997        1996         1995       1994
- -----------------------------    ----        ----         ----       ----
Gross return..............      26.90%      20.09%       24.07%    (3.40)%
Net return................      24.50%      17.93%       21.87%    (3.55)%

ALLIANCE EQUITY INDEX FUND       1997        1996         1995       1994
- --------------------------       ----        ----         ----       ----
Gross return..............      32.58%      22.39%       36.48%    (2.54)%
Net return................      30.21%      20.19%       34.06%    (2.69)%

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE COMMON STOCK FUND      1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------------      ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>       <C>     <C>      <C>       <C>      <C>
Gross return..............     29.40%   24.28%   32.45%   (2.14)%   24.84%    3.23%   37.87%   (8.12)%   25.59%   22.43%
Net return................     26.91%   22.04%   30.10%   (3.88)%   22.60%    1.38%   35.43%   (9.76)%   23.36%   20.26%

ALLIANCE GLOBAL FUND            1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- --------------------            ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
Gross return..............     11.66%   14.60%   18.81%    5.23%    32.09%   (0.50)%  30.55%   (6.07)%   26.93%   10.88%
Net return................      9.56%   12.54%   16.70%    3.36%    29.77%   (2.28)%  28.23%   (7.75)%   24.67%     8.90%
</TABLE>

                                        YEARS ENDED           APRIL 3(A) TO
                                       DECEMBER 31,            DECEMBER 31,
                              ------------------------------------------------
ALLIANCE INTERNATIONAL FUND         1997           1996            1995
- ---------------------------         ----           ----            ----
Gross return..............        (3.05)%          9.82%          11.29%
Net return................        (4.78)%          7.84%           9.82%

<TABLE>
<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE AGGRESSIVE STOCK FUND  1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ------------------------------  ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                             <C>     <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>      <C>
Gross return..............     10.94%   22.20%   31.63%   (3.81)%   16.77%   (3.16)%  86.86%    8.17%    43.50%    1.17 %
Net return................      8.83%   20.00%   29.30%   (5.53)%   14.67%   (4.89)%  83.54%    6.23%    40.95%   (0.66)%
</TABLE>

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

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


                                     FSA-31
<PAGE>




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

NOTES TO FINANCIAL STATEMENTS -- (CONCLUDED)

DECEMBER 31, 1997

RATES OF RETURN (CONCLUDED)
SP-FLEX


ASSET ALLOCATION SERIES:
<TABLE>
<CAPTION>
                                                                              SEPTEMBER 1(A)
ALLIANCE CONSERVATIVE                    YEARS ENDED DECEMBER 31,                   TO
                                                                               DECEMBER 31,
                              ----------------------------------------------------------------
INVESTORS FUND                      1997           1996            1995            1994
- --------------                      ----           ----            ----            ----
<S>                                <C>             <C>            <C>            <C>    
Gross return..................     13.25%          5.21%          20.40%         (1.83)%
Net return....................     11.21%          3.32%          18.26%         (1.98)%

<CAPTION>
                                                                              SEPTEMBER 1(A)
                                         YEARS ENDED DECEMBER 31,                   TO
                                                                               DECEMBER 31,
                              ----------------------------------------------------------------
ALLIANCE GROWTH INVESTORS FUND      1997           1996            1995            1994
- ------------------------------      ----           ----            ----            ----
<S>                                <C>            <C>             <C>            <C>    
Gross return..................     16.87%         12.61%          26.37%         (3.16)%
Net return....................     14.69%         10.58%          24.12%         (3.31)%

<CAPTION>

                                                                YEARS ENDED DECEMBER 31,
                              ---------------------------------------------------------------------------------------------
ALLIANCE BALANCED FUND          1997     1996     1995      1994     1993     1992     1991      1990     1989     1988
- ----------------------          ----     ----     ----      ----     ----     ----     ----      ----     ----     ----
<S>                            <C>      <C>      <C>      <C>       <C>       <C>     <C>      <C>       <C>      <C>
Gross return.................. 15.06%   11.68%   19.75%   (8.02)%   12.28%    (2.83)% 41.27%    0.24 %   25.83%   13.27%
Net return.................... 12.94%    9.67%   17.62%   (9.66)%   10.31%    (4.57)% 38.75%   (1.56)%   23.59%   11.25%
</TABLE>

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

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

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


                                     FSA-32

<PAGE>

February 10, 1998





                        Report of Independent Accountants


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

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1997 and 1996,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.

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




/s/ Price Waterhouse, LLP
- ---------------------------
    Price Waterhouse LLP
    New York, New York
    February 10, 1998



                                      F-1

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                                    1997                 1996
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                            <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    19,630.9        $    18,077.0
  Mortgage loans on real estate.............................................         2,611.4              3,133.0
  Equity real estate........................................................         2,749.2              3,297.5
  Policy loans..............................................................         2,422.9              2,196.1
  Other equity investments..................................................           951.5                860.6
  Investment in and loans to affiliates.....................................           731.1                685.0
  Other invested assets.....................................................           624.7                 25.4
                                                                              -----------------    -----------------
      Total investments.....................................................        29,721.7             28,274.6
Cash and cash equivalents...................................................           300.5                538.8
Deferred policy acquisition costs...........................................         3,236.6              3,104.9
Amounts due from discontinued operations....................................           572.8                996.2
Other assets................................................................         2,685.2              2,552.2
Closed Block assets.........................................................         8,566.6              8,495.0
Separate Accounts assets....................................................        36,538.7             29,646.1
                                                                              -----------------    -----------------

Total Assets................................................................   $    81,622.1        $    73,607.8
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................   $    21,579.5        $    21,865.6
Future policy benefits and other policyholder's liabilities.................         4,553.8              4,416.6
Short-term and long-term debt...............................................         1,991.2              1,766.9
Other liabilities...........................................................         3,257.1              2,785.1
Closed Block liabilities....................................................         9,073.7              9,091.3
Separate Accounts liabilities...............................................        36,306.3             29,598.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................        76,761.6             69,523.8
                                                                              -----------------    -----------------

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

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares authorized, issued
  and outstanding...........................................................             2.5                  2.5
Capital in excess of par value..............................................         3,105.8              3,105.8
Retained earnings...........................................................         1,235.9                798.7
Net unrealized investment gains.............................................           533.6                189.9
Minimum pension liability...................................................           (17.3)               (12.9)
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         4,860.5              4,084.0
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................   $    81,622.1        $    73,607.8
                                                                              =================    =================
</TABLE>



                 See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>

                                                                      1997               1996               1995
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                             <C>                 <C>                <C>
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $      950.6       $       874.0      $       788.2
Premiums......................................................          601.5               597.6              606.8
Net investment income.........................................        2,282.8             2,203.6            2,088.2
Investment (losses) gains, net................................          (45.2)               (9.8)               5.3
Commissions, fees and other income............................        1,227.2             1,081.8              897.1
Contribution from the Closed Block............................          102.5               125.0              143.2
                                                                -----------------  -----------------  -----------------

      Total revenues..........................................        5,119.4             4,872.2            4,528.8
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,266.2             1,270.2            1,248.3
Policyholders' benefits.......................................          978.6             1,317.7            1,008.6
Other operating costs and expenses............................        2,203.9             2,075.7            1,775.8
                                                                -----------------  -----------------  -----------------

      Total benefits and other deductions.....................        4,448.7             4,663.6            4,032.7
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change.................................          670.7               208.6              496.1
Federal income taxes..........................................           91.5                 9.7              120.5
Minority interest in net income of consolidated subsidiaries..           54.8                81.7               62.8
                                                                -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative
  effect of accounting change.................................          524.4               117.2              312.8
Discontinued operations, net of Federal income taxes..........          (87.2)              (83.8)               -
Cumulative effect of accounting change, net of Federal
  income taxes................................................            -                 (23.1)               -
                                                                -----------------  -----------------  -----------------

Net Earnings..................................................   $      437.2       $        10.3      $       312.8
                                                                =================  =================  =================
</TABLE>




                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                      1997               1996               1995
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning and end of year.....        3,105.8             3,105.8            3,105.8
                                                                -----------------  -----------------  -----------------

Retained earnings, beginning of year..........................          798.7               788.4              475.6
Net earnings..................................................          437.2                10.3              312.8
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................        1,235.9               798.7              788.4
                                                                -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year...          189.9               396.5             (220.5)
Change in unrealized investment gains (losses)................          343.7              (206.6)             617.0
                                                                -----------------  -----------------  -----------------
Net unrealized investment gains, end of year..................          533.6               189.9              396.5
                                                                -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................          (12.9)              (35.1)              (2.7)
Change in minimum pension liability...........................           (4.4)               22.2              (32.4)
                                                                                                      -----------------
                                                                -----------------  -----------------
Minimum pension liability, end of year........................          (17.3)              (12.9)             (35.1)
                                                                -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................   $    4,860.5       $     4,084.0      $     4,258.1
                                                                =================  =================  =================
</TABLE>

                 See Notes to Consolidated Financial Statements.


                                      F-4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>

                                                                      1997               1996               1995
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Net earnings..................................................   $      437.2       $        10.3      $       312.8
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  operating
  activities:
  Interest credited to policyholders' account balances........        1,266.2             1,270.2            1,248.3
  Universal life and investment-type product
    policy fee income.........................................         (950.6)             (874.0)            (788.2)
  Investment losses (gains)...................................           45.2                 9.8               (5.3)
  Change in Federal income tax payable........................          (74.4)             (197.1)             221.6
  Other, net..................................................          169.4               330.2               80.5
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          893.0               549.4            1,069.7
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,702.9             2,275.1            1,897.4
  Sales.......................................................       10,385.9             8,964.3            8,867.1
  Purchases...................................................      (13,205.4)          (12,559.6)         (11,675.5)
  (Increase) decrease in short-term investments...............         (555.0)              450.3              (99.3)
  Decrease in loans to discontinued operations................          420.1             1,017.0            1,226.9
  Sale of subsidiaries........................................          261.0                 -                  -
  Other, net..................................................         (612.6)             (281.0)            (413.4)
                                                                -----------------  -----------------  -----------------

Net cash used by investing activities.........................         (603.1)             (133.9)            (196.8)
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities: Policyholders' account balances:
    Deposits..................................................        1,281.7             1,925.4            2,586.5
    Withdrawals...............................................       (1,886.8)           (2,385.2)          (2,657.1)
  Net increase (decrease) in short-term financings............          419.9                 (.3)             (16.4)
  Additions to long-term debt.................................           32.0                 -                599.7
  Repayments of long-term debt................................         (196.4)             (124.8)             (40.7)
  Payment of obligation to fund accumulated deficit of
    discontinued operations...................................          (83.9)                -             (1,215.4)
  Other, net..................................................          (94.7)              (66.5)             (48.4)
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (528.2)             (651.4)            (791.8)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (238.3)             (235.9)              81.1
Cash and cash equivalents, beginning of year..................          538.8               774.7              693.6
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      300.5       $       538.8      $       774.7
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      217.1       $       109.9      $        89.6
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      170.0       $       (10.0)     $       (82.7)
                                                                =================  =================  =================
</TABLE>
                 See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business  is  conducted  principally  by  Equitable  Life and,  prior to
        December 31, 1996, its wholly owned life insurance subsidiary, Equitable
        Variable Life Insurance Company  ("EVLICO").  Effective January 1, 1997,
        EVLICO was merged into Equitable  Life,  which  continues to conduct the
        Company's  insurance  business.  Equitable Life's investment  management
        business,  which comprises the Investment Services segment, is conducted
        principally  by  Alliance  Capital  Management  L.P.   ("Alliance")  and
        Donaldson,  Lufkin & Jenrette,  Inc. ("DLJ"),  an investment banking and
        brokerage  affiliate.  AXA-UAP ("AXA"),  a French holding company for an
        international   group  of  insurance  and  related  financial   services
        companies,   is  the  Holding  Company's  largest  shareholder,   owning
        approximately  58.7% at  December  31,  1997  (54.3%  if all  securities
        convertible  into,  and options on, common stock were to be converted or
        exercised).

 2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation and Principles of Consolidation

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

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and, through
        June  10,  1997,  Equitable  Real  Estate  Investment  Management,  Inc.
        ("EREIM"), a real estate investment management subsidiary which was sold
        (see  Note 5);  and  those  partnerships  and  joint  ventures  in which
        Equitable Life or its subsidiaries  has control and a majority  economic
        interest  (collectively,  including its consolidated  subsidiaries,  the
        "Company").  The  Company's  investment in DLJ is reported on the equity
        basis of accounting.  Closed Block assets and liabilities and results of
        operations  are presented in the  consolidated  financial  statements as
        single  line  items  (see  Note  6).  Unless  specifically  stated,  all
        disclosures  contained  herein  supporting  the  consolidated  financial
        statements exclude the Closed Block related amounts.

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued operations (see Note
        7).

        The years  "1997,"  "1996" and "1995" refer to the years ended  December
        31, 1997, 1996 and 1995, respectively.

        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1997 presentation.

        Closed Block

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


                                      F-6
<PAGE>

        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the benefit of the Holding Company. No reallocation, transfer, borrowing
        or  lending  of assets can be made  between  the Closed  Block and other
        portions  of  Equitable  Life's  General  Account,  any of its  Separate
        Accounts or any affiliate of Equitable  Life without the approval of the
        New York  Superintendent  of Insurance  (the  "Superintendent").  Closed
        Block  assets and  liabilities  are carried on the same basis as similar
        assets and liabilities held in the General Account. The excess of Closed
        Block  liabilities  over Closed  Block  assets  represents  the expected
        future  post-tax  contribution  from the  Closed  Block  which  would be
        recognized  in income over the period the policies and  contracts in the
        Closed Block remain in force.

        Discontinued Operations

        Discontinued operations consist of the business of the former Guaranteed
        Interest   Contract   ("GIC")   segment   which   includes   the   Group
        Non-Participating  Wind-Up Annuities  ("Wind-Up  Annuities") and the GIC
        lines  of  business.  An  allowance  was  established  for  the  premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each  quarter  and,  during the 1997 and 1996 fourth  quarter
        reviews,  the  allowance  for future  losses was  increased.  Management
        believes  the  allowance  for  future  losses at  December  31,  1997 is
        adequate to provide for all future losses; however, the determination of
        the allowance  continues to involve  numerous  estimates and  subjective
        judgments regarding the expected performance of Discontinued  Operations
        Investment  Assets.  There can be no assurance  the losses  provided for
        will not  differ  from the  losses  ultimately  realized.  To the extent
        actual  results or future  projections  of the  discontinued  operations
        differ  from   management's   current  best  estimates  and  assumptions
        underlying  the allowance for future  losses,  the  difference  would be
        reflected in the  consolidated  statements  of earnings in  discontinued
        operations.  In  particular,  to the extent  income,  sales proceeds and
        holding periods for equity real estate differ from management's previous
        assumptions,  periodic adjustments to the allowance are likely to result
        (see Note 7).

        Accounting Changes

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in accordance  with the  provisions  prescribed by SFAS No. 120,
        "Accounting  and Reporting by Mutual Life Insurance  Enterprises  and by
        Insurance   Enterprises   for   Certain   Long-Duration    Participating
        Contracts".  (See "Deferred Policy Acquisition  Costs,"  "Policyholders'
        Account Balances and Future Policy Benefits" and Note 6.)

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to The Equitable's cost of funds.
        The  adoption of the  statement  resulted  in the  release of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management has committed to disposing of by sale or abandonment is
        classified  as real estate held for sale.  Valuation  allowances on real
        estate  held  for  sale  continue  to be  computed  using  the  lower of
        depreciated  cost or estimated  fair value,  net of  disposition  costs.
        Implementation of the SFAS No. 121 impairment  requirements  relative to
        other  assets to be disposed of resulted in a charge for the  cumulative
        effect of an accounting change of $23.1 million, net of a Federal income
        tax  benefit of $12.4  million,  due to the  writedown  to fair value of
        building improvements relating to facilities vacated in 1996.

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  Impaired  loans
        within  SFAS No.  114's  scope are to be  measured  based on the present
        value of expected future cash flows  discounted at the loan's  effective
        interest rate, at the loan's  observable  market price or the fair value
        of the collateral if the loan is collateral  dependent.  The adoption of
        this  statement  did not  have a  material  effect  on the  level of the
        allowances  for  possible  losses  or  on  the  Company's   consolidated
        statements of earnings and shareholder's equity.

                                      F-7
<PAGE>

        New Accounting Pronouncements

        In January  1998,  the Financial  Accounting  Standards  Board  ("FASB")
        issued SFAS No. 132,  "Employers'  Disclosures  about  Pension and Other
        Postretirement   Benefits,"   which  revises   current  note  disclosure
        requirements for employers' pension and other retiree benefits. SFAS No.
        132 is effective for fiscal years beginning after December 15, 1997. The
        Company  will  adopt  the  provisions  of  SFAS  No.  132  in  the  1998
        consolidated financial statements.

        In December 1997, the American Institute of Certified Public Accountants
        ("AICPA")  issued  Statement of Position  ("SOP") 97-3,  "Accounting  by
        Insurance and Other Enterprises for Insurance-Related  Assessments". SOP
        97-3 provides guidance for assessments  related to insurance  activities
        and  requirements  for  disclosure of certain  information.  SOP 97-3 is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
        the Company's consolidated financial statements.

        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments
        of an  Enterprise  and Related  Information".  SFAS No. 131  establishes
        standards for the way public  business  enterprises  report  information
        about  operating  segments  in annual and interim  financial  statements
        issued  to  shareholders.  It also  establishes  standards  for  related
        disclosures  about  products and  services,  geographic  areas and major
        customers.  Generally,  financial  information  will be  required  to be
        reported  on  the  basis  used  by  management  for  evaluating  segment
        performance and for deciding how to allocate resources to segments. This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997 and need not be applied to interim reporting in the initial year of
        adoption.  Restatement of comparative information for earlier periods is
        required.  Management is currently  reviewing its definition of business
        segments in light of the requirements of SFAS No. 131.

        In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
        Income". SFAS No. 130 establishes standards for reporting and displaying
        comprehensive income and its components in a full set of general purpose
        financial  statements.  SFAS No. 130 requires an  enterprise to classify
        items of other  comprehensive  income  by their  nature  in a  financial
        statement  and display the  accumulated  balance of other  comprehensive
        income separately from retained earnings and additional  paid-in capital
        in the  equity  section  of a  statement  of  financial  position.  This
        statement is effective  for fiscal years  beginning  after  December 15,
        1997.  Reclassification  of  financial  statements  for earlier  periods
        provided for  comparative  purposes is required.  The Company will adopt
        the  provisions  of SFAS  No.  130 in its  1998  consolidated  financial
        statements.

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Implementation of SFAS No. 125 did not have nor is SFAS No. 127 expected
        to  have a  material  impact  on the  Company's  consolidated  financial
        statements.

        Valuation of Investments

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

        Valuation  allowances are netted  against the asset  categories to which
        they apply.


                                      F-8
<PAGE>

        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
        collateral value.

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

        Policy loans are stated at unpaid principal balances.

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

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

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

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

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

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
        Gains (Losses)

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

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
        valuation allowances are included in investment gains or losses.

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

        Recognition of Insurance Income and Related Expenses

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


                                      F-9
<PAGE>

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

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

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

        Deferred Policy Acquisition Costs

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

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

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1997, the expected  investment  yield,  excluding
        policy  loans,  generally  ranged from 7.53%  grading to 7.92% over a 20
        year period.  Estimated gross margin includes  anticipated  premiums and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with  an  offset  to   unrealized   gains   (losses)   in   consolidated
        shareholder's equity as of the balance sheet date.

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

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

        Policyholders' Account Balances and Future Policy Benefits

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


                                      F-10
<PAGE>

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

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

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

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

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its DI reserves
        have been calculated on a reasonable  basis and are adequate,  there can
        be no  assurance  reserves  will be  sufficient  to  provide  for future
        liabilities.


                                      F-11
<PAGE>

        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $886.7 million and $869.4 million at December 31,
        1997 and  1996,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
        summarized as follows:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

        <S>                                                  <C>                 <C>                <C>
        Incurred benefits related to current year..........  $       190.2       $      189.0       $      176.0
        Incurred benefits related to prior years...........            2.1               69.1               67.8
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       192.3       $      258.1       $      243.8
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        28.8       $       32.6       $       37.0
        Benefits paid related to prior years...............          146.2              153.3              137.8
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       175.0       $      185.9       $      174.8
                                                            =================   ================   =================
</TABLE>

        Policyholders' Dividends

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

        At December 31, 1997,  participating  policies,  including  those in the
        Closed Block, represent  approximately 21.2% ($50.2 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes

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

        Separate Accounts

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

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

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1997, 1996 and 1995,  investment  results of
        such  Separate  Accounts  were $3,411.1  million,  $2,970.6  million and
        $1,963.2 million, respectively.

                                      F-12
<PAGE>

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

        Employee Stock Option Plan

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the opinion,  compensation expense is recorded on the date of grant
        only if the current  market price of the  underlying  stock  exceeds the
        exercise  price.  See  Note  21 for the pro  forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
        for Stock-Based Compensation".

 3)     INVESTMENTS

        The following tables provide  additional  information  relating to fixed
        maturities and equity securities:
<TABLE>
<CAPTION>

                                                                        Gross               Gross
                                                   Amortized          Unrealized         Unrealized          Estimated
                                                      Cost              Gains              Losses            Fair Value
                                                -----------------  -----------------   ----------------   -----------------
                                                                              (In Millions)
       <S>                                      <C>                <C>                 <C>                <C>
        December 31, 1997
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,230.3      $       785.0       $       74.5       $    14,940.8
            Mortgage-backed....................        1,702.8               23.5                1.3             1,725.0
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,583.2               83.9                 .6             1,666.5
            States and political subdivisions..          673.0                6.8                 .1               679.7
            Foreign governments................          442.4               44.8                2.0               485.2
            Redeemable preferred stock.........          128.0                6.7                1.0               133.7
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5       $    19,630.9
                                                =================  =================   ================   =================
        Equity Securities:
          Common stock.........................  $       408.4      $        48.7       $       15.0       $       442.1
                                                =================  =================   ================   =================
        December 31, 1996
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    13,645.2      $       451.5       $      121.0       $    13,975.7
            Mortgage-backed....................        2,015.9               11.2               20.3             2,006.8
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,539.4               39.2               19.3             1,559.3
            States and political subdivisions..           77.0                4.5                -                  81.5
            Foreign governments................          302.6               18.0                2.2               318.4
            Redeemable preferred stock.........          139.1                3.3                7.1               135.3
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9       $    18,077.0
                                                =================  =================   ================   =================
        Equity Securities:
          Common stock.........................  $       362.0      $        49.3       $       17.7       $       393.6
                                                =================  =================   ================   =================
</TABLE>

                                      F-13
<PAGE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1997 and 1996,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,759.2 million and $3,915.7 million,  respectively, had estimated fair
        values of $3,903.9 million and $4,024.6 million, respectively.

        The contractual maturity of bonds at December 31, 1997 is shown below:
<TABLE>
<CAPTION>

                                                                                        Available for Sale
                                                                                ------------------------------------
                                                                                   Amortized          Estimated
                                                                                     Cost             Fair Value
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                       <C>                <C>
        Due in one year or less................................................  $      149.9       $      151.3
        Due in years two through five..........................................       2,962.8            3,025.2
        Due in years six through ten...........................................       6,863.9            7,093.0
        Due after ten years....................................................       6,952.3            7,502.7
        Mortgage-backed securities.............................................       1,702.8            1,725.0
                                                                                ----------------   -----------------
        Total..................................................................  $   18,631.7       $   19,497.2
                                                                                ================   =================
</TABLE>

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

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1997,  approximately 17.85% of the $18,610.6 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
        than investment grade.

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

        Fixed maturity  investments with  restructured or modified terms are not
        material.

                                      F-14
<PAGE>

        Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

        <S>                                                  <C>                 <C>                <C>
        Balances, beginning of year........................  $       137.1       $      325.3       $      284.9
        SFAS No. 121 release...............................            -               (152.4)               -
        Additions charged to income........................          334.6              125.0              136.0
        Deductions for writedowns and
          asset dispositions...............................          (87.2)            (160.8)             (95.6)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       384.5       $      137.1       $      325.3
                                                            =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        55.8       $       50.4       $       65.5
          Equity real estate...............................          328.7               86.7              259.8
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       384.5       $      137.1       $      325.3
                                                            =================   ================   =================
</TABLE>

        At December 31, 1997, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $12.6 million
        of fixed maturities and $.9 million of mortgage loans on real estate.

        At  December  31,  1997 and 1996,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $23.4  million  (0.9% of total
        mortgage loans on real estate) and $12.4 million (0.4% of total mortgage
        loans on real estate), respectively.

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $183.4
        million and $388.3 million at December 31, 1997 and 1996,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $17.2  million,  $35.5  million and $52.1  million in
        1997, 1996 and 1995, respectively.  Gross interest income on these loans
        included  in net  investment  income  aggregated  $12.7  million,  $28.2
        million and $37.4 million in 1997, 1996 and 1995, respectively.

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

                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                   1997                 1996
                                                                            -------------------  -------------------
                                                                                         (In Millions)
        <S>                                                                  <C>                 <C>
        Impaired mortgage loans with provision for losses..................  $        196.7       $        340.0
        Impaired mortgage loans without provision for losses...............             3.6                122.3
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           200.3                462.3
        Provision for losses...............................................           (51.8)               (46.4)
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        148.5       $        415.9
                                                                            ===================  ===================
</TABLE>
        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
        expected cash flows are reported as investment gains or losses.

                                      F-15
<PAGE>

        During 1997, 1996 and 1995, respectively, the Company's average recorded
        investment in impaired mortgage loans was $246.9 million, $552.1 million
        and  $429.0  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $15.2  million,  $38.8 million and $27.9 million
        ($2.3  million,  $17.9  million and $13.4  million  recognized on a cash
        basis) for 1997, 1996 and 1995, respectively.

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1997 and 1996,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $1,023.5   million  and  $345.6  million,
        respectively.  For 1997,  1996 and 1995,  respectively,  real  estate of
        $152.0  million,  $58.7  million  and  $35.3  million  was  acquired  in
        satisfaction  of debt. At December 31, 1997 and 1996,  the Company owned
        $693.3 million and $771.7 million, respectively, of real estate acquired
        in satisfaction of debt.

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $541.1
        million and $587.5 million at December 31, 1997 and 1996,  respectively.
        Depreciation expense on real estate totaled $74.9 million, $91.8 million
        and $121.7 million for 1997, 1996 and 1995, respectively.

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial information for real estate joint ventures
        (29 and 34  individual  ventures  as of  December  31,  1997  and  1996,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)

        <S>                                                                      <C>                <C>
        BALANCE SHEETS
        Investments in real estate, at depreciated cost........................  $    1,700.9       $    1,883.7
        Investments in securities, generally at estimated fair value...........       1,374.8            2,430.6
        Cash and cash equivalents..............................................         105.4               98.0
        Other assets...........................................................         584.9              427.0
                                                                                ----------------   -----------------
        Total Assets...........................................................  $    3,766.0       $    4,839.3
                                                                                ================   =================

        Borrowed funds - third party...........................................  $      493.4       $    1,574.3
        Borrowed funds - the Company...........................................          31.2              137.9
        Other liabilities......................................................         284.0              415.8
                                                                                ----------------   -----------------
        Total liabilities......................................................         808.6            2,128.0
                                                                                ----------------   -----------------

        Partners' capital......................................................       2,957.4            2,711.3
                                                                                ----------------   -----------------

        Total Liabilities and Partners' Capital................................  $    3,766.0       $    4,839.3
                                                                                ================   =================

        Equity in partners' capital included above.............................  $      568.5       $      806.8
        Equity in limited partnership interests not included above.............         331.8              201.8
        Other..................................................................           4.3                9.8
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $      904.6       $    1,018.4
                                                                                ================   =================
</TABLE>

                                      F-16
<PAGE>

<TABLE>
<CAPTION>
                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                <C>                <C>
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       310.5       $      348.9       $      463.5
        Revenues of other limited partnership interests....          506.3              386.1              242.3
        Interest expense - third party.....................          (91.8)            (111.0)            (135.3)
        Interest expense - the Company.....................           (7.2)             (30.0)             (41.0)
        Other expenses.....................................         (263.6)            (282.5)            (397.7)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       454.2       $      311.5       $      131.8
                                                            =================   ================   =================

        Equity in net earnings included above..............  $        76.7       $       73.9       $       49.1
        Equity in net earnings of limited partnerships
          interests not included above.....................           69.5               35.8               44.8
        Other..............................................            (.9)                .9                1.0
                                                                                                   -----------------
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $       145.3       $      110.6       $       94.9
                                                            =================   ================   =================
</TABLE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Fixed maturities...................................  $     1,459.4       $    1,307.4       $    1,151.1
        Mortgage loans on real estate......................          260.8              303.0              329.0
        Equity real estate.................................          390.4              442.4              560.4
        Other equity investments...........................          156.9              122.0               76.9
        Policy loans.......................................          177.0              160.3              144.4
        Other investment income............................          181.7              217.4              273.0
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,626.2            2,552.5            2,534.8
                                                            -----------------   ----------------   -----------------

          Investment expenses..............................          343.4              348.9              446.6
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,282.8       $    2,203.6       $    2,088.2
                                                            =================   ================   =================
</TABLE>

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

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Fixed maturities...................................  $        88.1       $       60.5       $      119.9
        Mortgage loans on real estate......................          (11.2)             (27.3)             (40.2)
        Equity real estate.................................         (391.3)             (79.7)             (86.6)
        Other equity investments...........................           14.1               18.9               12.8
        Sale of subsidiaries...............................          252.1                -                  -
        Issuance and sales of Alliance Units...............            -                 20.6                -
        Other..............................................            3.0               (2.8)               (.6)
                                                            -----------------   ----------------   -----------------
        Investment (Losses) Gains, Net.....................  $       (45.2)      $       (9.8)      $        5.3
                                                            =================   ================   =================
</TABLE>

                                      F-17
<PAGE>

        Writedowns of fixed maturities amounted to $11.7 million,  $29.9 million
        and $46.7 million for 1997, 1996 and 1995, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted  to  $136.4  million  and  $23.7  million  for 1997  and  1996,
        respectively.  In the fourth quarter of 1997,  the Company  reclassified
        $1,095.4 million depreciated cost of equity real estate from real estate
        held  for the  production  of  income  to real  estate  held  for  sale.
        Additions to valuation  allowances of $227.6  million were recorded upon
        these transfers.  Additionally in the fourth quarter,  $132.3 million of
        writedowns on real estate held for production of income were recorded.

        For 1997,  1996 and 1995,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $9,789.7
        million,  $8,353.5 million and $8,206.0  million.  Gross gains of $166.0
        million,  $154.2  million and $211.4  million and gross losses of $108.8
        million, $92.7 million and $64.2 million, respectively, were realized on
        these sales. The change in unrealized  investment gains (losses) related
        to fixed maturities  classified as available for sale for 1997, 1996 and
        1995 amounted to $513.4 million,  $(258.0) million and $1,077.2 million,
        respectively.

        For 1997,  1996 and 1995,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $137.5  million,  $136.7
        million and $131.2 million, respectively.

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million note maturing in eight years and bearing interest at the rate of
        7.4%,  subject to certain  adjustments.  Equitable  Life  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term  advisory  agreements  whereby  ERE will  continue  to provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
        the sale.

        Through  June 10, 1997 and the years ended  December  31, 1996 and 1995,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million,  $226.1 million and $245.6 million and combined net earnings of
        $10.7 million,  $30.7 million and $27.9 million.  Total combined  assets
        and liabilities as reported at December 31, 1996 were $171.8 million and
        $130.1 million, respectively.

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  to be  determined  at a later  date.  The  excess  of the
        purchase price, including acquisition costs and minority interest,  over
        the  fair  value of  Cursitor's  net  assets  acquired  resulted  in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3 million,  respectively.  The Company recognized an investment gain
        of $20.6  million as a result of the issuance of Alliance  Units in this
        transaction.  On June 30, 1997,  Alliance  reduced the recorded value of
        goodwill  and  contracts  associated  with  Alliance's   acquisition  of
        Cursitor by $120.9 million.  This charge reflected  Alliance's view that
        Cursitor's continuing decline in assets under management and its reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1997, the Company's ownership of Alliance Units was approximately 56.9%.

                                      F-18
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

       <S>                                                   <C>                 <C>                <C>
        Balance, beginning of year.........................  $       189.9       $      396.5       $     (220.5)
        Changes in unrealized investment gains (losses)....          543.3             (297.6)           1,198.9
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........           53.2                -                (78.1)
            DAC............................................          (89.0)              42.3             (216.8)
            Deferred Federal income taxes..................         (163.8)              48.7             (287.0)
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       533.6       $      189.9       $      396.5
                                                            =================   ================   =================

        Balance, end of year comprises:
          Unrealized investment gains on:
            Fixed maturities...............................  $       871.2       $      357.8       $      615.9
            Other equity investments.......................           33.7               31.6               31.1
            Other, principally Closed Block................           80.9               53.1               93.1
                                                            -----------------   ----------------   -----------------
              Total........................................          985.8              442.5              740.1
          Amounts of unrealized investment gains
            attributable to:
              Participating group annuity contracts........          (19.0)             (72.2)             (72.2)
              DAC..........................................         (141.0)             (52.0)             (94.3)
              Deferred Federal income taxes................         (292.2)            (128.4)            (177.1)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       533.6       $      189.9       $      396.5
                                                            =================   ================   =================
</TABLE>

6)      CLOSED BLOCK

        Summarized financial information for the Closed Block follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1997                 1996
                                                                              -----------------    -----------------
                                                                                          (In Millions)
       <S>                                                                    <C>                  <C>
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $4,059.4 and $3,820.7)...........................................  $    4,231.0         $    3,889.5
        Mortgage loans on real estate........................................       1,341.6              1,380.7
        Policy loans.........................................................       1,700.2              1,765.9
        Cash and other invested assets.......................................         282.7                336.1
        DAC..................................................................         775.2                876.5
        Other assets.........................................................         235.9                246.3
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    8,566.6         $    8,495.0
                                                                              =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances...........  $    8,993.2         $    8,999.7
        Other liabilities....................................................          80.5                 91.6
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    9,073.7         $    9,091.3
                                                                              =================    =================
</TABLE>

                                      F-19
<PAGE>

<TABLE>
<CAPTION>
                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Revenues
        Premiums and other revenue.........................  $       687.1       $      724.8       $      753.4
        Investment income (net of investment
          expenses of $27.0, $27.3 and $26.7)..............          574.9              546.6              538.9
        Investment losses, net.............................          (42.4)              (5.5)             (20.2)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,219.6            1,265.9            1,272.1
                                                            -----------------   ----------------   -----------------

        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,066.7            1,106.3            1,077.6
        Other operating costs and expenses.................           50.4               34.6               51.3
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,117.1            1,140.9            1,128.9
                                                            -----------------   ----------------   -----------------

        Contribution from the Closed Block.................  $       102.5       $      125.0       $      143.2
                                                            =================   ================   =================
</TABLE>

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        an amortized  cost of $8.1 million and $4.3 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized cost of $70.5 million and $114.2 million,
        respectively.  At December 31, 1996, the restructured  mortgage loans on
        real estate  amount  included $.7 million of problem  mortgage  loans on
        real estate.

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

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Impaired mortgage loans with provision for losses......................  $       109.1      $       128.1
        Impaired mortgage loans without provision for losses...................             .6                 .6
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................          109.7              128.7
        Provision for losses...................................................          (17.4)             (12.9)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        92.3      $       115.8
                                                                                ================   =================
</TABLE>

        During  1997,  1996  and  1995,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $110.2 million, $153.8 million
        and $146.9 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $9.4  million,  $10.9 million and $5.9
        million  ($4.1  million,  $4.7 million and $1.3 million  recognized on a
        cash basis) for 1997, 1996 and 1995, respectively.

        Valuation  allowances  amounted to $18.5  million  and $13.8  million on
        mortgage  loans on real  estate and $16.8  million  and $3.7  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million,  $12.8  million  and $16.8  million  for  1997,  1996 and 1995,
        respectively  and  writedowns  of equity real estate  subsequent  to the
        adoption of SFAS No. 121 amounted to $28.8 million for 1997.

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were recorded upon these transfers.  Additionally, in the fourth
        quarter,  $28.8 million of writedowns on real estate held for production
        of income were recorded.

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

                                      F-20
<PAGE>

 7)     DISCONTINUED OPERATIONS

        Summarized financial information for discontinued operations follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1997                 1996
                                                                              -----------------    -----------------
                                                                                          (In Millions)

        <S>                                                                   <C>                   <C>
        Assets
        Mortgage loans on real estate........................................  $      655.5         $    1,111.1
        Equity real estate...................................................         655.6                925.6
        Other equity investments.............................................         209.3                300.5
        Short-term investments...............................................         102.0                 63.2
        Other invested assets................................................          41.9                 50.9
                                                                              -----------------    -----------------
          Total investments..................................................       1,664.3              2,451.3
        Cash and cash equivalents............................................         106.8                 42.6
        Other assets.........................................................         253.9                242.9
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    2,025.0         $    2,736.8
                                                                              =================    =================

        Liabilities
        Policyholders' liabilities...........................................  $    1,048.3         $    1,335.9
        Allowance for future losses..........................................         259.2                262.0
        Amounts due to continuing operations.................................         572.8                996.2
        Other liabilities....................................................         144.7                142.7
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    2,025.0         $    2,736.8
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Revenues
        Investment income (net of investment
          expenses of $97.3, $127.5 and $153.1)............  $       188.6       $      245.4       $      323.6
        Investment losses, net.............................         (173.7)             (18.9)             (22.9)
        Policy fees, premiums and other income.............             .2                 .2                 .7
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................           15.1              226.7              301.4

        Benefits and other deductions......................          169.5              250.4              326.5
        Losses charged to allowance for future losses......         (154.4)             (23.7)             (25.1)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax loss from strengthening of the
          allowance for future losses......................         (134.1)            (129.0)               -
        Federal income tax benefit.........................           46.9               45.2                -
                                                            -----------------   ----------------   -----------------
        Loss from Discontinued Operations..................  $       (87.2)      $      (83.8)      $        -
                                                            =================   ================   =================
</TABLE>

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations  against  the  allowance,  re-estimates  future  losses,  and
        adjusts the  allowance,  if  appropriate.  Additionally,  as part of the
        Company's  annual  planning  process  which  takes  place in the  fourth
        quarter of each year,  investment and benefit cash flow  projections are
        prepared.  These updated  assumptions and estimates resulted in the need
        to strengthen the allowance in 1997 and 1996, respectively.

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in the fourth quarter, $92.5 million of writedown on real
        estate held for production of income were recognized.

        Benefits and other deductions includes $53.3 million, $114.3 million and
        $154.6  million of interest  expense  related to amounts  borrowed  from
        continuing operations in 1997, 1996 and 1995, respectively.

                                      F-21
<PAGE>

        Valuation  allowances  amounted  to $28.4  million  and $9.0  million on
        mortgage  loans on real estate and $88.4  million  and $20.4  million on
        equity real estate at December  31, 1997 and 1996,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
        for 1997 and 1996, respectively.

        At December 31, 1997 and 1996, problem mortgage loans on real estate had
        amortized  costs of $11.0  million and $7.9 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $109.4 million and $208.1 million,
        respectively.

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

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)

        <S>                                                                      <C>                <C>
        Impaired mortgage loans with provision for losses......................  $       101.8      $        83.5
        Impaired mortgage loans without provision for losses...................             .2               15.0
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................          102.0               98.5
        Provision for losses...................................................          (27.3)              (8.8)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        74.7      $        89.7
                                                                                ================   =================
</TABLE>

        During  1997,  1996  and  1995,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $89.2 million, $134.8
        million and $177.4 million, respectively.  Interest income recognized on
        these impaired  mortgage  loans totaled $6.6 million,  $10.1 million and
        $4.5 million ($5.3 million, $7.5 million and $.4 million recognized on a
        cash basis) for 1997, 1996 and 1995, respectively.

        At December  31, 1997 and 1996,  discontinued  operations  had  carrying
        values of $156.2  million  and  $263.0  million,  respectively,  of real
        estate acquired in satisfaction of debt.

8)      SHORT-TERM AND LONG-TERM DEBT

        Short-term and long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1997                 1996
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Short-term debt......................................................  $      422.2         $      174.1
                                                                              -----------------    -----------------
        Long-term debt:
        Equitable Life:
          6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4
          7.70% surplus notes scheduled to mature 2015.......................         199.7                199.6
          Other..............................................................            .3                   .5
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         599.4                599.5
                                                                              -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 5.87% - 12.00% due through 2006....................         951.1                968.6
                                                                              -----------------    -----------------
        Alliance:
          Other..............................................................          18.5                 24.7
                                                                              -----------------    -----------------
        Total long-term debt.................................................       1,569.0              1,592.8
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,991.2         $    1,766.9
                                                                              =================    =================
</TABLE>

                                      F-22
<PAGE>

        Short-term Debt

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying interest rates and expires in June 2000.
        The interest rates are based on external  indices  dependent on the type
        of borrowing  and at December 31, 1997 range from 5.88% to 8.50%.  There
        were no  borrowings  outstanding  under  this bank  credit  facility  at
        December 31, 1997.

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
        December 31, 1997, $50.0 million was outstanding under this program.

        During 1996,  Alliance entered into a $250.0 million five-year revolving
        credit facility with a group of banks. Under the facility,  the interest
        rate, at the option of Alliance, is a floating rate generally based upon
        a defined  prime rate,  a rate related to the London  Interbank  Offered
        Rate  ("LIBOR") or the Federal  funds rate. A facility fee is payable on
        the  total  facility.  The  revolving  credit  facility  will be used to
        provide back-up liquidity for Alliance's $250.0 million commercial paper
        program, to fund commission payments to financial intermediaries for the
        sale of Class B and C shares under Alliance's  mutual fund  distribution
        system, and for general working capital purposes.  At December 31, 1997,
        Alliance had $72.0 million in  commercial  paper  outstanding  and there
        were no borrowings under the revolving credit facility.

        Long-term Debt

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

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

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,164.0  million and $1,406.4 million at December 31, 1997
        and 1996, respectively, as collateral for certain long-term debt.

        At December 31, 1997,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1998 and the succeeding
        four  years are $565.8  million,  $201.4  million,  $8.6  million,  $1.7
        million and $1.8 million, respectively, and $790.6 million thereafter.

 9)     FEDERAL INCOME TAXES

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
        statements of earnings is shown below:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
       <S>                                                   <C>                <C>                <C>
        Federal income tax expense (benefit):
          Current..........................................  $       186.5       $       97.9       $      (11.7)
          Deferred.........................................          (95.0)             (88.2)             132.2
                                                            -----------------   ----------------   -----------------
        Total..............................................  $        91.5       $        9.7       $      120.5
                                                            =================   ================   =================
</TABLE>

                                      F-23
<PAGE>

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

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                <C>                <C>
        Expected Federal income tax expense................  $       234.7       $       73.0       $      173.7
        Non-taxable minority interest......................          (38.0)             (28.6)             (22.0)
        Adjustment of tax audit reserves...................          (81.7)               6.9                4.1
        Equity in unconsolidated subsidiaries..............          (45.1)             (32.3)             (19.4)
        Other..............................................           21.6               (9.3)             (15.9)
                                                            -----------------   ----------------   -----------------
        Federal Income Tax Expense.........................  $        91.5       $        9.7       $      120.5
                                                            =================   ================   =================
</TABLE>

        The components of the net deferred Federal income taxes are as follows:
<TABLE>
<CAPTION>
                                                       December 31, 1997                  December 31, 1996
                                                ---------------------------------  ---------------------------------
                                                    Assets         Liabilities         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)

        <S>                                      <C>              <C>               <C>               <C>
        Compensation and related benefits......  $     257.9      $        -        $      259.2      $       -
        Other..................................         30.7               -                 -                1.8
        DAC, reserves and reinsurance..........          -               222.8               -              166.0
        Investments............................          -               405.7               -              328.6
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     288.6      $      628.5      $      259.2      $     496.4
                                                ===============  ================  ===============   ===============
</TABLE>

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

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                  <C>                <C>
        DAC, reserves and reinsurance......................  $        46.2       $     (156.2)      $       63.3
        Investments........................................         (113.8)              78.6               13.0
        Compensation and related benefits..................            3.7               22.3               30.8
        Other..............................................          (31.1)             (32.9)              25.1
                                                            -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          (Benefit) Expense................................  $       (95.0)      $      (88.2)      $      132.2
                                                            =================   ================   =================
</TABLE>

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

                                      F-24
<PAGE>

10)     REINSURANCE AGREEMENTS

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
        health) is summarized as follows:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
       <S>                                                   <C>                <C>                <C>
        Direct premiums....................................  $       448.6       $      461.4       $      474.2
        Reinsurance assumed................................          198.3              177.5              171.3
        Reinsurance ceded..................................          (45.4)             (41.3)             (38.7)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       601.5       $      597.6       $      606.8
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        61.0       $       48.2       $       44.0
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        70.6       $       54.1       $       48.9
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        36.4       $       32.3       $       28.5
                                                            =================   ================   =================
</TABLE>

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

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.6 million,
        $2.4 million and $260.6 million for 1997,  1996 and 1995,  respectively.
        Ceded death and disability benefits totaled $4.3 million,  $21.2 million
        and $188.1  million  for 1997,  1996 and 1995,  respectively.  Insurance
        liabilities  ceded totaled $593.8 million and $652.4 million at December
        31, 1997 and 1996, respectively.

11)     EMPLOYEE BENEFIT PLANS

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

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

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

        <S>                                                  <C>                 <C>                <C>
        Service cost.......................................  $        32.5       $       33.8       $       30.0
        Interest cost on projected benefit obligations.....          128.2              120.8              122.0
        Actual return on assets............................         (307.6)            (181.4)            (309.2)
        Net amortization and deferrals.....................          166.6               43.4              155.6
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        19.7       $       16.6       $       (1.6)
                                                            =================   ================   =================
</TABLE>

                                      F-25
<PAGE>

        The funded status of the qualified and non-qualified pension plans is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Actuarial present value of obligations:
          Vested...............................................................  $    1,702.6       $    1,672.2
          Non-vested...........................................................           3.9               10.1
                                                                                ----------------   -----------------
        Accumulated Benefit Obligation.........................................  $    1,706.5       $    1,682.3
                                                                                ================   =================

        Plan assets at fair value..............................................  $    1,867.4       $    1,626.0
        Projected benefit obligations..........................................       1,801.3            1,765.5
                                                                                ----------------   -----------------
        Projected benefit obligations (in excess of) or less than plan assets..          66.1             (139.5)
        Unrecognized prior service cost........................................          (9.9)             (17.9)
        Unrecognized net loss from past experience different
          from that assumed....................................................          95.0              280.0
        Unrecognized net asset at transition...................................           3.1                4.7
        Additional minimum liability...........................................           -                (19.3)
                                                                                ----------------   -----------------
        Prepaid  Pension Cost..................................................  $      154.3       $      108.0
                                                                                ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.25% and 4.07%, respectively, at December 31, 1997 and
        7.5% and 4.25%,  respectively,  at December 31,  1996.  As of January 1,
        1997 and 1996,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25%.

        The  Company  recorded,  as a  reduction  of  shareholders'  equity,  an
        additional minimum pension liability of $17.3 million and $12.9 million,
        net  of  Federal   income   taxes,   at  December  31,  1997  and  1996,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
        liability.

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

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $33.2 million,
        $34.7 million and $36.4 million for 1997, 1996 and 1995, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1997,  1996 and 1995,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.7  million,  $18.9
        million and $31.1 million, respectively.

                                      F-26
<PAGE>

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

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                <C>                 <C>
        Service cost.......................................  $         4.5       $        5.3       $        4.0
        Interest cost on accumulated postretirement
          benefits obligation..............................           34.7               34.6               34.7
        Net amortization and deferrals.....................            1.9                2.4               (2.3)
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        41.1       $       42.3       $       36.4
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Accumulated postretirement benefits obligation:
          Retirees.............................................................  $      388.5       $      381.8
          Fully eligible active plan participants..............................          45.7               50.7
          Other active plan participants.......................................          56.6               60.7
                                                                                ----------------   -----------------
                                                                                        490.8              493.2
        Unrecognized prior service cost........................................          40.3               50.5
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions....................        (140.6)            (150.5)
                                                                                ----------------   -----------------
        Accrued Postretirement Benefits Cost...................................  $      390.5       $      393.2
                                                                                ================   =================
</TABLE>

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

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated  postretirement  benefits  obligation  was  8.75%  in  1997,
        gradually  declining  to 2.75% in the  year  2009 and in 1996 was  9.5%,
        gradually  declining to 3.5% in the year 2009. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.25%
        and 7.50% at December 31, 1997 and 1996, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1997
        would be  increased  7%.  The  effect  of this  change on the sum of the
        service cost and interest cost would be an increase of 8%.

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        Derivatives

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1997 and 1996,  respectively,  was  $1,353.4  million and
        $649.9 million.  The average unexpired terms at December 31, 1997 ranged
        from 1.5 to 3.8 years.  At December  31, 1997,  the cost of  terminating
        outstanding  matched  swaps in a loss position was $10.9 million and the
        unrealized  gain on  outstanding  matched  swaps in a gain  position was
        $38.9  million.  The  Company  has no  intention  of  terminating  these
        contracts  prior to  maturity.  During  1996 and 1995,  net gains of $.2
        million and $1.4 million, respectively, were recorded in connection with
        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
        individual annuities contracts. The outstanding notional  amounts at

                                      F-27
<PAGE>

        December 31, 1997 of contracts  purchased and sold were $7,250.0 million
        and $875.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $48.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 1 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
        credited to policyholders' account balances.

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
        commodity derivative instruments is not significant.

        Fair Value of Financial Instruments

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

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
        Insurance Group was not material at December 31, 1997 and 1996.

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

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
        rates over the current interest rate charged on the loan.

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
        offering rates.

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
        rates offered on new policies over the current crediting rates.

                                      F-28
<PAGE>

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

        The following  table  discloses  carrying value and estimated fair value
        for financial instruments not otherwise disclosed in Notes 3, 6 and 7:
<TABLE>
<CAPTION>
                                                                           December 31,
                                                --------------------------------------------------------------------
                                                              1997                               1996
                                                ---------------------------------  ---------------------------------
                                                   Carrying         Estimated         Carrying         Estimated
                                                    Value          Fair Value          Value           Fair Value
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)

        <S>                                      <C>              <C>              <C>                <C>
        Consolidated Financial Instruments:
        Mortgage loans on real estate..........  $    2,611.4     $     2,822.8     $     3,133.0     $    3,394.6
        Other limited partnership interests....         509.4             509.4             467.0            467.0
        Policy loans...........................       2,422.9           2,493.9           2,196.1          2,221.6
        Policyholders' account balances -
          investment contracts.................      12,611.0          12,714.0          12,908.7         12,992.2
        Long-term debt.........................       1,569.0           1,531.5           1,592.8          1,557.7

        Closed Block Financial Instruments:
        Mortgage loans on real estate..........       1,341.6           1,420.7           1,380.7          1,425.6
        Other equity investments...............          86.3              86.3             105.0            105.0
        Policy loans...........................       1,700.2           1,784.2           1,765.9          1,798.0
        SCNILC liability.......................          27.6              30.3              30.6             34.9

        Discontinued Operations Financial
        Instruments:
        Mortgage loans on real estate..........         655.5             779.9           1,111.1          1,220.3
        Fixed maturities.......................          38.7              38.7              42.5             42.5
        Other equity investments...............         209.3             209.3             300.5            300.5
        Guaranteed interest contracts..........          37.0              34.0             290.7            300.5
        Long-term debt.........................         102.0             102.1             102.1            102.2
</TABLE>

13)     COMMITMENTS AND CONTINGENT LIABILITIES

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $202.6 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $362.1 million at December 31, 1997, under existing loan
        or loan commitment agreements.

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

        The Insurance  Group had $47.4 million of letters of credit  outstanding
        at December 31, 1997.

                                      F-29
<PAGE>

14)     LITIGATION

        Equitable  Life recently  agreed to settle,  subject to court  approval,
        previously  disclosed  cases brought by persons  insured under  Lifetime
        Guaranteed   Renewable  Major  Medical  Insurance   Policies  issued  by
        Equitable  Life  (the  "Policies")  in New York  (Golomb  et al.  v. The
        Equitable Life  Assurance  Society of the United  States),  Pennsylvania
        (Malvin et al. v. The  Equitable  Life  Assurance  Society of the United
        States), Texas (Bowler et al. v. The Equitable Life Assurance Society of
        the United  States),  Florida  (Bachman v. The Equitable  Life Assurance
        Society of the United States) and California  (Fletcher v. The Equitable
        Life Assurance Society of the United States).  Plaintiffs in these cases
        claimed that Equitable Life's method for determining  premium  increases
        breached   the  terms  of  certain   forms  of  the   Policies  and  was
        misrepresented.  Plaintiffs  in Bowler and  Fletcher  also  claimed that
        Equitable Life  misrepresented to policyholders in Texas and California,
        respectively,  that  premium  increases  had been  approved by insurance
        departments  in those states and  determined  annual rate increases in a
        manner  that  discriminated  against  policyholders  in those  states in
        violation of the terms of the Policies, representations to policyholders
        and/or state law. The New York trial court  dismissed  the Golomb action
        with  prejudice  and  plaintiffs  appealed.   In  Bowler  and  Fletcher,
        Equitable  Life denied the material  allegations  of the  complaints and
        filed motions for summary  judgment which have been fully  briefed.  The
        Malvin action was stayed indefinitely pending the outcome of proceedings
        in Golomb and in Fletcher the magistrate  concluded that the case should
        be remanded to California  state court and Equitable  Life appealed that
        determination  to the district  judge.  On December 23, 1997,  Equitable
        Life  entered into a settlement  agreement,  subject to court  approval,
        which would result in the dismissal  with  prejudice of each of the five
        pending actions and the resolution of all similar claims on a nationwide
        basis.

        The settlement agreement provides for the creation of a nationwide class
        consisting of all persons holding,  and paying premiums on, the Policies
        at any time since January 1, 1988. An amended complaint will be filed in
        the federal  district court in Tampa,  Florida (where the Florida action
        is pending), that would assert claims of the kind previously made in the
        cases described above on a nationwide  basis, on behalf of policyholders
        in the nationwide class, which consists of approximately  127,000 former
        and current policyholders. If the settlement is approved, Equitable Life
        would pay  $14,166,000  in  exchange  for release of all claims for past
        damages on claims of the type described in the five pending  actions and
        the amended  complaint.  Costs of  administering  the settlement and any
        attorneys'  fees awarded by the court to  plaintiffs'  counsel  would be
        deducted from this fund before distribution of the balance to the class.
        In addition to this payment,  Equitable  Life will provide future relief
        to current  holders of certain  forms of the  Policies in the form of an
        agreement  to be  embodied  in the  court's  judgment,  restricting  the
        premium  increases  Equitable  Life can seek on  these  Policies  in the
        future.  The parties estimate the present value of these restrictions at
        $23,333,000, before deduction of any attorneys' fees that may be awarded
        by the court.  The estimate is based on assumptions  about future events
        that cannot be predicted with certainty and accordingly the actual value
        of the future relief may differ.  The parties to the settlement  shortly
        will be asking the court to approve  preliminarily  the  settlement  and
        settlement class and to permit  distribution of notice of the settlement
        to policyholders, establish procedures for objections, an opportunity to
        opt out of the  settlements  as it  affects  past  damages,  and a court
        hearing on whether the settlement should be finally approved.  Equitable
        Life cannot predict whether the settlement will be approved or, if it is
        not  approved,  the  outcome  of  the  pending  litigations.  As  noted,
        proceedings in Malvin were stayed indefinitely; proceedings in the other
        actions  have been  stayed or  deferred to  accommodate  the  settlement
        approval process.

        A number of lawsuits have been filed against life and health insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        alleged failure to properly supervise agents, and other matters. Some of
        the lawsuits have resulted in the award of substantial judgments against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion  in awarding  punitive  damages.  Equitable  Life,  Equitable
        Variable  Life  Insurance  Company  ("EVLICO,"  which  was  merged  into
        Equitable Life effective January 1, 1997, but whose existence  continues
        for certain limited  purposes,  including the defense of litigation) and
        The  Equitable of  Colorado,  Inc.  ("EOC"),  like other life and health
        insurers,  from  time to time are  involved  in such  litigation.  Among
        litigations  pending against  Equitable Life, EVLICO and EOC of the type
        referred  to in this  paragraph  are the  litigations  described  in the
        following seven paragraphs.

                                      F-30
<PAGE>

        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole, et al. v. The Equitable  Life  Assurance  Society of the United
        States and The Equitable of Colorado,  Inc. The action is brought by the
        holders of a joint  survivorship  whole life policy  issued by EOC.  The
        action purports to be on behalf of a class consisting of all persons who
        from January 1, 1984 purchased life insurance policies sold by Equitable
        Life and EOC based upon allegedly uniform sales presentations and policy
        illustrations.  The  complaint  puts  in  issue  various  alleged  sales
        practices that plaintiffs assert, among other things, misrepresented the
        stated  number of years that the annual  premium  would need to be paid.
        Plaintiffs  seek  damages  in an  unspecified  amount,  imposition  of a
        constructive  trust,  and  seek to  enjoin  Equitable  Life and EOC from
        engaging in the  challenged  sales  practices.  In June 1996,  the Court
        issued a decision and order dismissing with prejudice plaintiffs' causes
        of action for  fraud,  constructive  fraud,  breach of  fiduciary  duty,
        negligence,  and unjust  enrichment,  and dismissing  without  prejudice
        plaintiffs' cause of action under the New York State consumer protection
        statute.  The only remaining causes of action are for breach of contract
        and negligent  misrepresentation.  In April 1997,  plaintiffs noticed an
        appeal from the court's June 1996 order.  Subsequently,  Equitable  Life
        and EOC noticed a cross-appeal  from so much of the June 1996 order that
        denied their motion to dismiss.  Briefing on the appeals is scheduled to
        begin on  February  23,  1998.  In June  1997,  plaintiffs  filed  their
        memorandum  of law and  affidavits  in support of their motion for class
        certification.  That memorandum states that plaintiffs seek to certify a
        class  solely  on their  breach  of  contract  claims,  and not on their
        negligent   misrepresentation  claim.  Plaintiffs'  class  certification
        motion  has been fully  briefed by the  parties  and is sub  judice.  In
        August  1997,   Equitable  Life  and  EOC  moved  for  summary  judgment
        dismissing  plaintiffs'  remaining  claims  of breach  of  contract  and
        negligent  misrepresentation.  Defendants'  summary  judgment motion has
        been fully briefed by the parties. On January 5, 1998,  plaintiffs filed
        a note of issue (placing the case on the trial calendar).

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life  Assurance  Society of the United  States was  commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans,  State of Louisiana.  The action  originally  was brought by an
        individual  who  purchased a whole life policy  from  Equitable  Life in
        1989.  In September  1997,  with leave of the court,  plaintiff  filed a
        second amended  petition naming six additional  policyholder  plaintiffs
        and  three  new  sales  agent  defendants.  The  sole  named  individual
        defendant in the  original  petition is also named as a defendant in the
        second  amended  petition.  Plaintiffs  purport  to  represent  a  class
        consisting  of all persons who  purchased  whole life or universal  life
        insurance policies from Equitable Life from January 1, 1981 through July
        22,  1992.   Plaintiffs   allege   improper  sales  practices  based  on
        allegations  of  misrepresentations   concerning  one  or  more  of  the
        following:  the number of years that  premiums  would need to be paid; a
        policy's suitability as an investment vehicle; and the extent to which a
        policy  was  a  proper  replacement  policy.  Plaintiffs  seek  damages,
        including punitive damages,  in an unspecified  amount. In October 1997,
        Equitable  Life filed (i)  exceptions  to the second  amended  petition,
        asserting  deficiencies  in pleading of venue and vagueness;  and (ii) a
        motion to strike  certain  allegations.  On January 23, 1998,  the court
        heard  argument on  Equitable  Life's  exceptions  and motion to strike.
        Those  motions  are sub  judice.  Motion  practice  regarding  discovery
        continues.

        On July 26,  1996,  an action  entitled  Michael  Bradley  v.  Equitable
        Variable Life  Insurance  Company was commenced in New York state court,
        Kings  County.  The action is  brought by the holder of a variable  life
        insurance policy issued by EVLICO. The plaintiff purports to represent a
        class  consisting  of all persons or entities who  purchased one or more
        life  insurance  policies  issued by EVLICO  from  January 1, 1980.  The
        complaint  puts at issue  various  alleged  sales  practices and alleges
        misrepresentations  concerning  the  extent  to which the  policy  was a
        proper  replacement  policy  and the  number  of years  that the  annual
        premium  would  need to be  paid.  Plaintiff  seeks  damages,  including
        punitive  damages,  in an unspecified  amount and also seeks  injunctive
        relief  prohibiting  EVLICO from canceling  policies for failure to make
        premium  payments  beyond the  alleged  stated  number of years that the
        annual  premium would need to be paid.  EVLICO  answered the  complaint,
        denying the material  allegations.  In September  1996,  Equitable Life,
        EVLICO  and EOC made a motion to have this  proceeding  moved from Kings
        County Supreme Court to New York County for joint trial or consolidation
        with the Cole  action.  The  motion  was  denied by the Court in Cole in
        January 1997.  Plaintiff  then moved for  certification  of a nationwide
        class  consisting of all persons or entities who, since January 1, 1980,
        were   sold   one   or   more   life   insurance   products   based   on
        misrepresentations  as to the number of years  that the  annual  premium
        would need to be paid,  and/or who were  allegedly  induced to  purchase
        additional  policies  from EVLICO  using the cash value  accumulated  in
        existing  policies.  Defendants have opposed this motion.  Discovery and
        briefing  regarding  plaintiff's  motion  for  class  certification  are
        ongoing.

                                      F-31
<PAGE>

        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased a joint whole life policy from EOC in 1988. The complaint puts
        in issue various alleged sales practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  alleges  claims  for  breach of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's  profits from their  alleged  sales  practices.  In May
        1997, plaintiff served a motion for class  certification.  In July 1997,
        the parties  submitted  to the Court a joint  scheduling  report,  joint
        scheduling order and a confidentiality  stipulation and order. The Court
        signed the latter stipulation, and the others remain sub judice. Further
        briefing on plaintiff's class certification motion will await entry of a
        scheduling order and further class  certification  discovery,  which has
        commenced and is on-going.  In January 1998,  the judge  assigned to the
        case recused  himself,  and the case was  reassigned.  Defendants are to
        serve their answer in February 1998.

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991. The amended  complaint  alleges that Equitable Life's and EVLICO's
        agents were  trained not to disclose  fully that the product  being sold
        was  life  insurance.   Plaintiffs  allege  violations  of  the  Federal
        securities  laws and seek  rescission of the  contracts or  compensatory
        damages and attorneys' fees and expenses. Equitable Life and EVLICO have
        answered the amended  complaint,  denying the material  allegations  and
        asserting  certain  affirmative  defenses.   Motion  practice  regarding
        discovery continues.

        On January 9, 1997, an action entitled Rosemarie Chaviano,  individually
        and on behalf of all others  similarly  situated v. The  Equitable  Life
        Assurance  Society of the United  States,  and  Equitable  Variable Life
        Insurance Company,  was filed in Massachusetts state court making claims
        similar to those in the Franze  action and  alleging  violations  of the
        Massachusetts  securities laws. The plaintiff  purports to represent all
        persons in Massachusetts who purchased variable life insurance contracts
        from Equitable Life and EVLICO from January 9, 1993 to the present.  The
        Massachusetts  action seeks  rescission of the contracts or compensatory
        damages,  attorneys'  fees,  expenses and injunctive  relief.  Plaintiff
        filed an amended  complaint in April 1997. In July 1997,  Equitable Life
        served a motion to dismiss the amended complaint or, in the alternative,
        for summary judgment.  On September 12, 1997,  plaintiff moved for class
        certification.  This motion is  scheduled  for  hearing on February  18,
        1998.

        On September 11, 1997, an action entitled Pamela L. and James A. Luther,
        individually and as  representatives of all people similarly situated v.
        The Equitable Life Assurance Society of the United States, The Equitable
        Companies Incorporated, and Casey Cammack, individually and as agent for
        The  Equitable  Life  Assurance  Society  of the  United  States and The
        Equitable  Companies  Incorporated,  was filed in Texas state court. The
        action was brought by holders of a whole life policy and the beneficiary
        under that policy. Plaintiffs purport to represent a nationwide class of
        persons  having  an  ownership  or  beneficial  interest  in  whole  and
        universal  life policies  issued by Equitable  Life from January 1, 1982
        through  December 31, 1996.  Also  included in the  purported  class are
        persons  having an ownership  interest in variable  annuities  purchased
        from Equitable  Life from January 1, 1992 to the present.  The complaint
        puts  in  issue  the  allegations  that  uniform  sales   presentations,
        illustrations,   and   materials   that   Equitable   Life  agents  used
        misrepresented the stated number of years that premiums would need to be
        paid and misrepresented the extent to which the policies at issue were

                                      F-32
<PAGE>

        
        proper  replacement  policies.  Plaintiffs  seek  compensatory  damages,
        attorneys' fees and expenses.  In October 1997,  Equitable Life served a
        general denial of the allegations  against it. The same day, the Holding
        Company entered a special appearance contesting the court's jurisdiction
        over it. In November  1997,  Equitable  Life filed a plea in  abatement,
        which,  under Texas law, stayed further  proceedings in the case because
        plaintiffs  had not served a demand letter.  Plaintiffs  served a demand
        letter upon  Equitable  Life and the Holding  Company,  the  response to
        which is due 60 days  thereafter.  Although  the  outcome of  litigation
        cannot be predicted with certainty,  particularly in the early stages of
        an  action,  the  Company's   management   believes  that  the  ultimate
        resolution of the Cole, Duncan,  Bradley,  Dillon, Franze,  Chaviano and
        Luther  litigations  should  not have a material  adverse  effect on the
        financial position of the Company.  The Company's management cannot make
        an  estimate  of  loss,  if any,  or  predict  whether  or not any  such
        litigation will have a material adverse effect on the Company's  results
        of operations in any particular period.

        On September 12, 1997, the United States District Court for the Northern
        District  of Alabama,  Southern  Division,  entered an order  certifying
        James  Brown  as the  representative  of a class  consisting  of  "[a]ll
        African-Americans  who applied but were not hired for, were  discouraged
        from applying for, or would have applied for the position of Sales Agent
        in the absence of the discriminatory practices, and/or procedures in the
        [former]  Southern  Region  of The  Equitable  from May 16,  1987 to the
        present." The second amended  complaint in James W. Brown,  on behalf of
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,   alleges,  among  other  things,  that  Equitable  Life
        discriminated on the basis of race against  African-American  applicants
        and  potential   applicants  in  hiring  individuals  as  sales  agents.
        Plaintiffs  seek a  declaratory  judgment and  affirmative  and negative
        injunctive relief, including the payment of back-pay,  pension and other
        compensation. Although the outcome of any litigation cannot be predicted
        with  certainty,  the  Company's  management  believes that the ultimate
        resolution of this matter should not have a material  adverse  effect on
        the financial position of the Company.  The Company's  management cannot
        make an estimate of loss, if any, or predict  whether or not such matter
        will  have a  material  adverse  effect  on  the  Company's  results  of
        operations in any particular period.

        The U.S.  Department of Labor ("DOL") is conducting an  investigation of
        Equitable Life's  management of the Prime Property Fund ("PPF").  PPF is
        an open-end,  commingled real estate separate  account of Equitable Life
        for pension clients.  Equitable Life serves as investment manager in PPF
        and retains  EREIM as advisor.  Equitable  Life agreed to indemnify  the
        purchaser of EREIM (which Equitable Life sold in June 1997) with respect
        to any fines,  penalties and rebates to clients in connection  with this
        investigation. In early 1995, the DOL commenced a national investigation
        of commingled real estate funds with pension  investors,  including PPF.
        The  investigation  appears to be focused  principally  on appraisal and
        valuation  procedures  in respect of fund  properties.  The most  recent
        request from the DOL seems to reflect,  at least in part, an interest in
        the relationship  between the valuations for those properties  reflected
        in  appraisals  prepared  for local  property  tax  proceedings  and the
        valuations used by PPF for other  purposes.  At no time has the DOL made
        any  specific   allegation  that  Equitable  Life  or  EREIM  has  acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with certainty,  the Company's  management  believes
        that the ultimate  resolution  of this matter should not have a material
        adverse effect on the financial  position of the Company.  The Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not this  investigation  will have a material  adverse  effect on the
        Company's results of operations in any particular period.

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed  against  Alliance  North  American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The Complaint,  which sought  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund  from  March  27,  1992  through  December  23,  1994,   sought  an
        unspecified  amount of  damages,  costs,  attorneys'  fees and  punitive
        damages.  The principal  allegations  are that the Fund  purchased  debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that were not  permitted by the Fund's  investment  objective,  and that
        there was no  shareholder  vote to change the  investment  objective  to
        permit purchases in such amounts. The Complaint further alleged that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
        District Court for the Southern District of

                                      F-33
<PAGE>

        New York  granted  the  defendants'  motion to dismiss all counts of the
        Complaint ("First  Decision").  On October 11, 1996,  plaintiffs filed a
        motion for reconsideration of the First Decision.  On November 25, 1996,
        the court denied  plaintiffs'  motion for  reconsideration  of the First
        Decision.  On October 29, 1997,  the United  States Court of Appeals for
        the Second Circuit issued an order granting defendants' motion to strike
        and dismissing  plaintiffs' appeal of the First Decision. On October 29,
        1996,  plaintiffs filed a motion for leave to file an amended complaint.
        The principal allegations of the proposed amended complaint are that (i)
        the Fund  failed to hedge  against  the risks of  investing  in  foreign
        securities  despite  representations  that it would do so, (ii) the Fund
        did not properly  disclose that it planned to invest in  mortgage-backed
        derivative  securities  and  (iii) two  advertisements  used by the Fund
        misrepresented the risks of investing in the Fund. On July 15, 1997, the
        District  Court denied  plaintiffs'  motion for leave to file an amended
        complaint  and ordered that the case be dismissed  ("Second  Decision").
        The  plaintiffs  have appealed the Second  Decision to the United States
        Court of Appeals for the Second Circuit.  While the ultimate  outcome of
        this matter cannot be  determined  at this time,  management of Alliance
        does  not  expect  that  it  will  have a  material  adverse  effect  on
        Alliance's results of operations or financial condition.

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory and punitive damages in the U. S. District
        Court for the  Southern  District  of New York.  The suit was brought on
        behalf of the  purchasers  of 126,457 units  consisting of  $126,457,000
        aggregate  principal amount of 13 1/2% senior notes due 2001 and 126,457
        warrants to purchase  shares of common stock of Rickel  issued by Rickel
        in October 1994. The complaint alleges  violations of federal securities
        laws and common law fraud against DLJSC, as the underwriter of the units
        and as an owner of 7.3% of the  common  stock of Rickel,  Eos  Partners,
        L.P., and General Electric Capital Corporation,  each as owners of 44.2%
        of the common stock of Rickel,  and members of the board of directors of
        Rickel, including a DLJSC managing director. The complaint seeks to hold
        DLJSC liable for alleged  misstatements  and omissions  contained in the
        prospectus  and  registration  statement  filed in  connection  with the
        offering of the units,  alleging that the  defendants  knew of financial
        losses  and a  decline  in value of Rickel  in the  months  prior to the
        offering and did not  disclose  such  information.  The  complaint  also
        alleges that Rickel failed to pay its semi-annual  interest  payment due
        on the units on December  15,  1995,  and that Rickel  filed a voluntary
        petition  for  reorganization  pursuant to Chapter 11 of the  Bankruptcy
        Code on January 10,  1996.  DLJSC  intends to defend  itself  vigorously
        against all of the  allegations  contained  in the  complaint.  Although
        there can be no assurance, DLJ does not believe that the outcome of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the  early  stage  of this  litigation,  based on the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
        particular period.

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding  in the U.S.  Bankruptcy  Court for the Northern  District of
        Texas  seeking a  declaratory  judgment  that the  confirmed NGC plan of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
        class. On October 10, 1997, DLJSC and
  
                                      F-34
<PAGE>

        others were named as  defendants  in a new  adversary  proceeding in the
        Bankruptcy Court brought by the NGC Settlement  Trust, an entity created
        by the NGC plan of reorganization to deal with asbestos-related  claims.
        The Trust's  allegations are substantially  similar to the claims in the
        State Court action.  In court papers dated  October 16, 1997,  the State
        Court  plaintiff  indicated  that  he  would  intervene  in the  Trust's
        adversary  proceeding.  On January 21, 1998, the Bankruptcy  Court ruled
        that the State Court plaintiff's  claims were not barred by the NGC plan
        of reorganization  insofar as they alleged nondisclosure of certain cost
        reductions  announced  by NGC in October  1993.  The Texas  State  Court
        action,  which  had  been  removed  to the  Bankruptcy  Court,  has been
        remanded  back to the state  court,  which  remand is being  opposed  by
        DLJSC.  DLJSC  intends to defend  itself  vigorously  against all of the
        allegations  contained  in  the  complaints.  Although  there  can be no
        assurance,  DLJ  does not  believe  that the  ultimate  outcome  of this
        litigation  will  have  a  material  adverse  effect  on  its  financial
        condition.  Due to the early  stage of such  litigation,  based upon the
        information  currently  available to it, DLJ's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation will
        have a material  adverse  effect on DLJ's  results of  operations in any
        particular period.

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained  in the  prospectus  dated  November  9,  1994.  On
        February 26, 1997,  the parties agreed to a settlement of these actions,
        subject to the District Court's approval,  which was granted on July 31,
        1997. The settlement is also subject to approval by the U.S.  Bankruptcy
        Court for the Eastern District of Louisiana of proposed modifications to
        a  confirmed  plan of  reorganization  for  Harrah's  Jazz  Company  and
        Harrah's  Jazz  Finance  Corp.,  and the  satisfaction  or waiver of all
        conditions  to the  effectiveness  of the plan, as provided in the plan.
        There can be no  assurance  of the  Bankruptcy  Court's  approval of the
        modifications to the plan of  reorganization,  or that the conditions to
        the  effectiveness  of the plan  will be  satisfied  or  waived.  In the
        opinion of DLJ's management,  the settlement, if approved, will not have
        a  material  adverse  effect on DLJ's  results of  operations  or on its
        consolidated financial condition.

        In addition  to the  matters  described  above,  Equitable  Life and its
        subsidiaries  and DLJ and its subsidiaries are involved in various legal
        actions and proceedings in connection with their businesses. Some of the
        actions and  proceedings  have been brought on behalf of various alleged
        classes of  claimants  and certain of these  claimants  seek  damages of
        unspecified  amounts.  While the ultimate outcome of such matters cannot
        be predicted with certainty, in the opinion of management no such matter
        is  likely  to  have  a  material   adverse   effect  on  the  Company's
        consolidated financial position or results of operations.

15)     LEASES

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1998 and the succeeding  four years are $93.5 million,  $84.4
        million,  $70.2 million, $56.4 million, $47.0 million and $489.3 million
        thereafter.   Minimum   future   sub-lease   rental   income   on  these
        noncancelable  leases  for 1998 and the  succeeding  four years are $7.3
        million,  $5.9 million, $3.8 million, $2.4 million, $.8 million and $2.9
        million thereafter.

        At December 31, 1997, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $247.0 million, $238.1 million, $218.7
        million, $197.9 million, $169.1 million and $813.0 million thereafter.

                                      F-35
<PAGE>

16)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

        <S>                                                  <C>                 <C>                <C>
        Compensation costs.................................  $       721.5       $      704.8       $      628.4
        Commissions........................................          409.6              329.5              314.3
        Short-term debt interest expense...................           31.7                8.0               11.4
        Long-term debt interest expense....................          121.2              137.3              108.1
        Amortization of policy acquisition costs...........          287.3              405.2              317.8
        Capitalization of policy acquisition costs.........         (508.0)            (391.9)            (391.0)
        Rent expense, net of sub-lease income..............          101.8              113.7              109.3
        Cursitor intangible assets writedown...............          120.9                -                  -
        Other..............................................          917.9              769.1              677.5
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,203.9       $    2,075.7       $    1,775.8
                                                            =================   ================   =================
</TABLE>

        During 1997, 1996 and 1995, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $42.4   million,   $24.4  million  and  $32.0   million,
        respectively.  The  amounts  paid  during  1997,  associated  with  cost
        reduction  programs,  totaled $22.8  million.  At December 31, 1997, the
        liabilities  associated with cost reduction  programs  amounted to $62.0
        million.  The 1997 cost  reduction  program  include  costs  related  to
        employee  termination  and exit costs.  The 1996 cost reduction  program
        included  restructuring  costs related to the consolidation of insurance
        operations'  service centers.  The 1995 cost reduction  program included
        relocation expenses,  including the accelerated amortization of building
        improvements   associated  with  the  relocation  of  the  home  office.
        Amortization  of DAC in 1996 included a $145.0  million  writeoff of DAC
        related to DI contracts.

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1997, 1996 and 1995,  statutory net
        loss  totaled  $351.7  million,   $351.1  million  and  $352.4  million,
        respectively. No amounts are expected to be available for dividends from
        Equitable Life to the Holding Company in 1998.

        At December 31, 1997, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $19.7  million  of  securities
        deposited with such government or state agencies.

                                      F-36
<PAGE>

        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances  from GAAP.  The following  reconciles  the Insurance  Group's
        statutory change in surplus and capital stock and statutory  surplus and
        capital  stock  determined  in  accordance  with  accounting   practices
        prescribed by the New York  Insurance  Department  with net earnings and
        equity on a GAAP basis.
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Net change in statutory surplus and
          capital stock....................................  $       203.6       $       56.0       $       78.1
        Change in asset valuation reserves.................          147.1              (48.4)             365.7
                                                            -----------------   ----------------   -----------------
        Net change in statutory surplus, capital stock
          and asset valuation reserves.....................          350.7                7.6              443.8
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................          (31.1)            (298.5)             (66.0)
          DAC..............................................          220.7              (13.3)              73.2
          Deferred Federal income taxes....................          103.1              108.0             (158.1)
          Valuation of investments.........................           46.8              289.8              189.1
          Valuation of investment subsidiary...............         (555.8)            (117.7)            (188.6)
          Limited risk reinsurance.........................           82.3               92.5              416.9
          Issuance of surplus notes........................            -                  -               (538.9)
          Postretirement benefits..........................           (3.1)              28.9              (26.7)
          Other, net.......................................           30.3               12.4              115.1
          GAAP adjustments of Closed Block.................            3.6               (9.8)              15.7
          GAAP adjustments of discontinued operations......          189.7              (89.6)              37.3
                                                            -----------------   ----------------   -----------------
        Net Earnings of the Insurance Group................  $       437.2       $       10.3       $      312.8
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                 December 31,
                                                            --------------------------------------------------------
                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Statutory surplus and capital stock................  $     2,462.5       $    2,258.9       $    2,202.9
        Asset valuation reserves...........................        1,444.6            1,297.5            1,345.9
                                                            -----------------   ----------------   -----------------
        Statutory surplus, capital stock and asset
          valuation reserves...............................        3,907.1            3,556.4            3,548.8
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................       (1,336.1)          (1,305.0)          (1,006.5)
          DAC..............................................        3,236.6            3,104.9            3,075.8
          Deferred Federal income taxes....................         (370.8)            (306.1)            (452.0)
          Valuation of investments.........................          783.5              286.8              417.7
          Valuation of investment subsidiary...............       (1,338.6)            (782.8)            (665.1)
          Limited risk reinsurance.........................         (254.2)            (336.5)            (429.0)
          Issuance of surplus notes........................         (539.0)            (539.0)            (538.9)
          Postretirement benefits..........................         (317.5)            (314.4)            (343.3)
          Other, net.......................................          203.7              126.3                4.4
          GAAP adjustments of Closed Block.................          814.3              783.7              830.8
          GAAP adjustments of discontinued operations......           71.5             (190.3)            (184.6)
                                                            -----------------   ----------------   -----------------
        Equity of the Insurance Group......................  $     4,860.5       $    4,084.0       $    4,258.1
                                                            =================   ================   =================
</TABLE>

                                      F-37
<PAGE>

18)     BUSINESS SEGMENT INFORMATION

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
        Information for all periods is presented on a comparable basis.

        Insurance  Operations  offers a variety  of  traditional,  variable  and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small groups and  administers  traditional  participating  group annuity
        contracts with conversion  features,  generally for corporate  qualified
        pension  plans,  and  association   plans  which  provide  full  service
        retirement  programs for individuals  affiliated with  professional  and
        trade   associations.   This  segment  includes  Separate  Accounts  for
        individual insurance and annuity products.

        Investment  Services provides  investment fund management,  primarily to
        institutional  clients.  This  segment  includes  the  Company's  equity
        interest in DLJ and Separate  Accounts which provide various  investment
        options for group clients through pooled or single group accounts.

        Intersegment  investment  advisory and other fees of approximately $81.9
        million,  $127.5  million and $124.1  million  for 1997,  1996 and 1995,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding  amounts  related to the GIC Segment of
        $5.1 million,  $15.7 million and $14.7 million for 1997,  1996 and 1995,
        respectively, are eliminated in consolidation.
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)

        <S>                                                 <C>                 <C>                 <C>
        Revenues
        Insurance operations...............................  $     3,684.2       $    3,770.6       $    3,614.6
        Investment services................................        1,455.1            1,126.1              949.1
        Consolidation/elimination..........................          (19.9)             (24.5)             (34.9)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     5,119.4       $    4,872.2       $    4,528.8
                                                            =================   ================   =================

        Earnings (loss) from continuing  operations before Federal income taxes,
          minority interest and cumulative effect of accounting change
        Insurance operations...............................  $       250.3       $      (36.6)      $      303.1
        Investment services................................          485.7              311.9              224.0
        Consolidation/elimination..........................            -                   .2               (3.1)
                                                            -----------------   ----------------   -----------------
              Subtotal.....................................          736.0              275.5              524.0
        Corporate interest expense.........................          (65.3)             (66.9)             (27.9)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       670.7       $      208.6       $      496.1
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                 <C>
        Assets
        Insurance operations...................................................  $    68,305.9      $    60,464.9
        Investment services....................................................       13,719.8           13,542.5
        Consolidation/elimination..............................................         (403.6)            (399.6)
                                                                                ----------------   -----------------
        Total..................................................................  $    81,622.1      $    73,607.8
                                                                                ================   =================
</TABLE>

                                      F-38
<PAGE>

19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The quarterly  results of operations  for 1997 and 1996,  are summarized
        below:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
        <S>                             <C>                <C>                 <C>                  <C>         
        1997
        Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)
                                       =================  =================   ==================   ==================

        1996
        Total Revenues................  $     1,176.5      $     1,199.4       $    1,198.4         $    1,297.9
                                       =================  =================   ==================   ==================

        Earnings (Loss) from
          Continuing Operations
          before Cumulative Effect
          of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)
                                       =================  =================   ==================   ==================
</TABLE>

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.  Net earnings for
        the three  months ended  December  31, 1996  includes a charge of $339.3
        million related to writeoffs of DAC on DI contracts of $94.3 million and
        reserve strengthenings on DI business of $113.7 million,  Pension Par of
        $47.5 million and Discontinued Operations of $83.8 million.

20)     INVESTMENT IN DLJ

        At December  31,  1997,  the  Company's  ownership  of DLJ  interest was
        approximately  34.4%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

                                      F-39
<PAGE>

        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
        Company's carrying value of DLJ, are as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Assets:
        Trading account securities, at market value............................  $   16,535.7       $   15,728.1
        Securities purchased under resale agreements...........................      22,628.8           20,598.7
        Broker-dealer related receivables......................................      28,159.3           16,858.8
        Other assets...........................................................       3,182.0            2,318.1
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   70,505.8       $   55,503.7
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   36,006.7       $   29,378.3
        Broker-dealer related payables.........................................      25,706.1           19,409.7
        Short-term and long-term debt..........................................       3,670.6            2,704.5
        Other liabilities......................................................       2,860.9            2,164.0
                                                                                ----------------   -----------------
        Total liabilities......................................................      68,244.3           53,656.5
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
        Total shareholders' equity.............................................       2,061.5            1,647.2
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   70,505.8       $   55,503.7
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    2,061.5       $    1,647.2
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.5               23.9
        The Holding Company's equity ownership in DLJ..........................        (740.2)            (590.2)
        Minority interest in DLJ...............................................        (729.3)            (588.6)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      615.5       $      492.3
                                                                                ================   =================
</TABLE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Commission, fees and other income......................................  $    2,356.8       $    1,818.2
        Net investment income..................................................       1,652.1            1,074.2
        Dealer, trading and investment gains, net..............................         631.6              598.4
                                                                                ----------------   -----------------
        Total revenues.........................................................       4,640.5            3,490.8
        Total expenses including income taxes..................................       4,232.3            3,199.5
                                                                                ----------------   -----------------
        Net earnings...........................................................         408.2              291.3
        Dividends on preferred stock...........................................          12.1               18.7
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      396.1       $      272.6
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $      396.1       $      272.6
        Amortization of cost in excess of net assets acquired in 1985..........          (1.3)              (3.1)
        The Holding Company's equity in DLJ's earnings.........................        (156.8)            (107.8)
        Minority interest in DLJ...............................................        (109.1)             (73.4)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $      128.9       $       88.3
                                                                                ================   =================
</TABLE>

                                      F-40
<PAGE>

21)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1997,  1996 and 1995  would have
        been:
<TABLE>
<CAPTION>

                                                                        1997              1996             1995
                                                                   ---------------   ---------------  ---------------
                                                                                     (In Millions)
        <S>                                                         <C>               <C>              <C>
        Net Earnings:
          As Reported.............................................  $      437.2      $      10.3      $      312.8
          Pro Forma...............................................  $      426.3      $       3.3      $      311.3
</TABLE>

        The fair value of options  granted  after  December 31, 1994,  used as a
        basis for the above pro forma disclosures,  was estimated as of the date
        of grants  using the  Black-Scholes  option  pricing  model.  The option
        pricing assumptions for 1997, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>

                                  Holding Company                      DLJ                            Alliance
                           ------------------------------ ------------------------------- ----------------------------------
                             1997      1996       1995      1997       1996       1995      1997        1996        1995
                           -------------------- --------- ---------- ---------- --------- ---------- ----------- -----------
        <S>                 <C>       <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>
        Dividend yield....    0.48%     0.80%      0.96%      0.86%      1.54%     1.85%      8.00%      8.00%      8.00%

        Expected volatility  20.00%    20.00%     20.00%     33.00%     25.00%    25.00%     26.00%     23.00%     23.00%

        Risk-free interest
          rate............    5.99%     5.92%      6.83%      5.96%      6.07%     5.86%      5.70%      5.80%      6.00%

        Expected life.....  5 years   5 years    5 years   5 years    5 years   5 years   7.6 years  7.43 years  7.43 years

        Weighted average
          grant-date fair
          value per option   $12.25     $6.94      $5.90    $22.45      $9.35     $7.36      $4.36      $2.69      $2.24

</TABLE>

                                      F-41
<PAGE>

        A summary of the Holding Company,  DLJ and Alliance's option plans is as
        follows:
<TABLE>
<CAPTION>

                                        Holding Company                     DLJ                         Alliance
                                  ----------------------------- ----------------------------- -----------------------------
                                                    Options                       Options                       Options
                                                  Outstanding                   Outstanding                   Outstanding
                                                    Weighted                      Weighted                     Weighted
                                                    Average                       Average                       Average
                                      Shares        Exercise        Shares        Exercise        Units        Exercise
                                  (In Millions)      Price      (In Millions)      Price      (In Millions)      Price
                                  --------------- ------------- --------------- ------------- -----------------------------
       <S>                            <C>          <C>             <C>         <C>               <C>          <C>
        Balance as of
          January 1, 1995........       6.8           $20.31          -                             3.8          $15.46
          Granted................        .4           $20.27          9.2         $27.00            1.8          $20.54
          Exercised..............       (.1)          $20.00          -                             (.5)         $11.20
          Expired................       (.1)          $20.00          -                             -
          Forfeited..............       (.3)          $22.24          -                             (.3)         $16.64
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1995......       6.7           $20.27          9.2         $27.00            4.8          $17.72
          Granted................        .7           $24.94          2.1         $32.54             .7          $25.12
          Exercised..............       (.1)          $19.91          -                             (.4)         $13.64
          Expired................       -                             -                             -
          Forfeited..............       (.6)          $20.21          (.2)        $27.00            (.1)         $19.32
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1996......       6.7           $20.79         11.1         $28.06            5.0          $19.07
          Granted................       3.2           $41.85          3.2         $61.07            1.1          $36.56
          Exercised..............      (1.6)          $20.26          (.1)        $32.03            (.6)         $16.11
          Forfeited..............       (.4)          $23.43          (.1)        $27.51            (.2)         $21.28
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1997......       7.9           $29.05         14.1         $35.56            5.3          $22.82
                                  ===============               =============                 ===============
</TABLE>

                                      F-42
<PAGE>

        Information  about options  outstanding  and exercisable at December 31,
        1997 is as follows:
<TABLE>
<CAPTION>

                                             Options Outstanding                           Options Exercisable
                             ----------------------------------------------------  ------------------------------------
                                                    Weighted
                                                    Average         Weighted                              Weighted
              Range of             Number          Remaining         Average             Number           Average
              Exercise          Outstanding       Contractual       Exercise          Exercisable         Exercise
               Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price
        --------------------- ----------------- ----------------- ---------------  ------------------- ----------------

               Holding
               Company
        ----------------------
       <S>                         <C>                <C>            <C>                 <C>              <C>
        $18.125   -$27.75            4.8               5.84           $20.94              3.0              $20.41
        $28.50    -$45.25            3.1               9.57           $41.84              -                  -
                              -----------------                                    -------------------
        $18.125   -$45.25            7.9               7.29           $29.05              3.0              $20.41
                              ================= ================= ===============  =================== ================

                 DLJ
        ----------------------
        $27.00    -$35.99           10.9               8.0            $28.05              4.9              $27.58
        $36.00    -$50.99             .8               9.3            $40.04              -                  -
        $51.00    -$76.00            2.4               9.8            $67.77              -                  -
                              -----------------                                    -------------------
        $27.00    -$76.00           14.1               8.4            $35.56              4.9              $27.58
                              ================= ================= ================  =================== =================

              Alliance
        ----------------------
        $ 6.0625   -$17.75           1.1               3.86           $13.20              1.0              $13.04
        $19.375    -$19.75            .8               7.34           $19.39               .3              $19.39
        $19.875    -$21.375          1.1               8.28           $20.13               .6              $20.19
        $22.25     -$27.50           1.3               9.81           $23.81               .4              $23.29
        $36.9375   -$37.5625         1.0               9.95           $36.95              -                  -
                              -----------------                                    -------------------
        $  6.0625  -$37.5625         5.3               7.58           $22.82              2.3              $17.43
                              ================= ================== ==============  ====================== =============
</TABLE>

                                      F-43

<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>

                         AVERAGE ANNUAL RATES OF RETURN
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
FOR THE
FOLLOWING                                      LONG-TERM        LONG-TERM     INTERMEDIATE-        U.S.           CONSUMER
PERIODS ENDING                  COMMON        GOVERNMENT        CORPORATE       TERM GOV'T       TREASURY          PRICE
12/31/97:                       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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