SEPARATE ACCOUNT FP OF EQUITABLE LIFE ASSUR SOC OF THE US
485BPOS, 1998-04-28
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                                                     Registration No. 333-17669
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

   
                        POST-EFFECTIVE AMENDMENT NO. 2 TO
    

                                    FORM S-6

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

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

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

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

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

                  Please send copies of all communications to:


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


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

      Securities Being Registered: Units of Interest in Separate Account FP

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

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

__X__ on (May 1, 1998) pursuant to paragraph (b) of Rule 485

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

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

    


<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 its 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(TM)

                          Prospectus Dated May 1, 1994

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

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

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

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

You may draw upon the Policy Account value through loans, partial withdrawals or
policy  surrender,  within  limits.  A  charge  will  apply  if  the  policy  is
surrendered  during the first ten policy years. The charge may also apply if you
reduce the Face Amount or if the policy lapses.

Incentive  Life  provides a death  benefit if the insured  person dies while the
policy is in effect.  You may choose  either a fixed  benefit  equal to the Face
Amount of the policy or a variable  benefit  equal to the Face  Amount  plus the
Policy Account value.  You can change the Face Amount and death benefit  option,
within  limits.  The policy will lapse if the Net Cash  Surrender  Value (Policy
Account value less any applicable Surrender Charge and any loan and accrued loan
interest) is insufficient to pay the policy's monthly  deductions and you do not
make the required payment.

Ask your Equitable  agent to determine if changing,  or adding to, your existing
insurance  coverage  with  Incentive  Life would be to your  advantage.  You may
examine the policy for a limited  period after your initial  payment and, if you
are not satisfied for any reason, you may return the policy for a full refund of
premiums paid.

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

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

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



VM 485



<PAGE>


                                TABLE OF CONTENTS

                                                                    PAGE
                                                                    ----
SUMMARY OF INCENTIVE LIFE FEATURES..................................   1

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

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

PART 3 -- ADDITIONAL INFORMATION...................................   18
          YOUR VOTING PRIVILEGES...................................   18
            Trust Voting Privileges................................   18
            How We Determine Your Voting Shares....................   18
            Separate Account Voting Rights.........................   18
          OUR RIGHT TO CHANGE HOW WE OPERATE.......................   18
          OUR REPORTS TO POLICYOWNERS..............................   18
          LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY..............   18
          YOUR PAYMENT OPTIONS.....................................   19
          YOUR BENEFICIARY.........................................   19
          ASSIGNING YOUR POLICY....................................   19
          WHEN WE PAY POLICY PROCEEDS..............................   19
          DIVIDENDS................................................   20
          REGULATION...............................................   20
          SPECIAL CIRCUMSTANCES....................................   20
          DISTRIBUTION.............................................   21
          LEGAL PROCEEDINGS........................................   21
          ACCOUNTING AND ACTUARIAL EXPERTS.........................   21
          ADDITIONAL INFORMATION...................................   22
          MANAGEMENT...............................................   22

PART 4 -- ILLUSTRATIONS OF POLICY BENEFITS.........................   24

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

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

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

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

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


                       SUMMARY OF INCENTIVE LIFE FEATURES

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

INVESTMENT FEATURES

FLEXIBLE PREMIUMS

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

POLICY ACCOUNT

o  Net  premiums  are put in your  Policy  Account  and  can be  allocated  to a
   Guaranteed Interest Division and to one or more of the divisions of Equitable
   Variable's  Separate Account FP (the Separate Account).  The Separate Account
   divisions  invest in  corresponding  portfolios of the Trust.  You may adjust
   this allocation by changing your allocation percentages or by transfers among
   the Separate Account divisions and the Guaranteed Interest Division.

o  REQUESTS FOR TRANSFERS OUT OF THE  GUARANTEED  INTEREST  DIVISION CAN ONLY BE
   MADE ON OR WITHIN 30 DAYS OF A POLICY  ANNIVERSARY.  SUCH  TRANSFERS  WILL BE
   EFFECTIVE  AS OF THE DATE WE RECEIVE  YOUR  REQUEST,  BUT NO EARLIER THAN THE
   POLICY ANNIVERSARY; TRANSFERS INTO THE GUARANTEED INTEREST DIVISION AND AMONG
   ALL SEPARATE ACCOUNT DIVISIONS MAY BE MADE AT ANY TIME. Transfers are subject
   to the rules discussed under TRANSFERS FROM THE GUARANTEED  INTEREST DIVISION
   on page 6 and TRANSFERS OF POLICY ACCOUNT VALUE on page 10.

o  There is no  minimum  guaranteed  cash  value for  amounts  allocated  to the
   Separate Account divisions.  The value of amounts allocated to the Guaranteed
   Interest  Division will depend on the interest  rates declared and guaranteed
   each year by Equitable Variable (4 1/2% minimum).

REDEMPTION

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

o  Partial  Withdrawals of Net Cash Surrender  Value (Cash  Surrender Value less
   any loan and accrued loan interest) may be taken after the first policy year,
   subject to our approval and certain conditions.  See PARTIAL WITHDRAWALS FROM
   YOUR POLICY ACCOUNT on page 11.

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.

INSURANCE PROTECTION FEATURES

DEATH BENEFITS

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

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

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

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

MATURITY BENEFITS

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 95th birthday
   (Final Policy Date), if the insured person is still living on that date.

LIVING BENEFIT

o  The Living Benefit rider enables the  policyowner to receive a portion of the
   policy's  death  benefit  (excluding  death  benefits  payable  under certain
   riders) if the insured has a terminal illness.  The Living Benefit rider will
   be added to most policies at issue for no additional cost. The Living Benefit
   rider is not available in certain states, including New Jersey.

ADDITIONAL BENEFITS

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

DEDUCTIONS AND CHARGES

FROM PREMIUMS

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

o  Administrative  charge of $250 from the first  premium if you  select  annual
   planned premiums.


                                       1
<PAGE>


FROM THE POLICY ACCOUNT

o  Administrative  charge during the first policy year that is currently $31 per
   month if you selected  semi-annual or more frequent  planned premiums ($6 per
   month if you selected annual planned premiums),  and during subsequent policy
   years, $6 per month  regardless of the planned premium  schedule you selected
   (subject to $8 per month maximum).

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

o  Transaction  charges  (for partial  withdrawals,  Face Amount  increases  and
   certain investment division transfers).

o  During the first ten policy years,  a surrender  charge applies if the policy
   lapses  or is  surrendered  for its Net Cash  Surrender  Value or if the Face
   Amount is reduced.  The  maximum  charge is  equivalent  to 50% of one annual
   premium for a comparable  traditional life insurance policy;  after the first
   six policy years, the charge declines 20% per year.

FROM THE SEPARATE ACCOUNT

o  60% per annum charge for certain mortality and expense risks.

FROM THE TRUST

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

VARIATIONS

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

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

ADDITIONAL INFORMATION

CANCELLATION RIGHT

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

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

o  If you cancel the policy,  we will refund the premiums  you paid.  In certain
   cases  where  the  policy  was  purchased  as a result of an  exchange  of an
   existing life  insurance  policy,  we may  reinstate  the prior  policy.  The
   cancellation  right may vary in certain  states.  There may be income tax and
   withholding implications associated with cancellation.

LAPSE

o  The policy  will lapse if the Net Cash  Surrender  Value is  insufficient  to
   cover  monthly  charges.  If this occurs,  you will be notified and given the
   opportunity  to maintain the policy in force by paying  additional  premiums.
   You may be able to  reinstate a lapsed  policy  within a limited time period,
   but this will require additional evidence of insurability.

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


                                       2
<PAGE>


                                 RATES OF RETURN

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

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

THESE  RATES  OF  RETURN  ARE  FOR  THE  TRUST  ONLY  AND  DO  NOT  REFLECT  THE
ADMINISTRATIVE  AND COST OF INSURANCE  CHARGES,  THE  MORTALITY AND EXPENSE RISK
CHARGE AND THE SURRENDER CHARGE APPLICABLE UNDER AN INCENTIVE LIFE POLICY.

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

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

Additional  investment  performance  information  appears in the attached  Trust
prospectus.


                                       3
<PAGE>


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

THE COMPANY THAT ISSUES INCENTIVE LIFE

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

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

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

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

THE SEPARATE ACCOUNT AND THE TRUST

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

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

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

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

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

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

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


                                       4
<PAGE>


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

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


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


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


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

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

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

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

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

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

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

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

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

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

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


                                       5
<PAGE>


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

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


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

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

THE GUARANTEED INTEREST DIVISION

YOU MAY ALLOCATE SOME OR ALL OF YOUR POLICY ACCOUNT TO THE  GUARANTEED  INTEREST
DIVISION, WHICH IS FUNDED BY OUR GENERAL ACCOUNT AND PAYS INTEREST AT A DECLARED
RATE GUARANTEED FOR EACH POLICY YEAR. THE PRINCIPAL,  AFTER DEDUCTIONS,  IS ALSO
GUARANTEED.  THE GENERAL ACCOUNT SUPPORTS OUR INSURANCE AND ANNUITY OBLIGATIONS,
INCLUDING THE GUARANTEED INTEREST DIVISION.  BECAUSE OF APPLICABLE EXEMPTIVE AND
EXCLUSIONARY PROVISIONS, PARTICIPATIONS IN THE GUARANTEED INTEREST DIVISION HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER THE GUARANTEED
INTEREST  DIVISION NOR THE GENERAL  ACCOUNT HAS BEEN REGISTERED AS AN INVESTMENT
COMPANY  UNDER THE  INVESTMENT  COMPANY  ACT OF 1940.  ACCORDINGLY,  NEITHER THE
GENERAL ACCOUNT,  THE GUARANTEED INTEREST DIVISION NOR ANY INTERESTS THEREIN ARE
GENERALLY  SUBJECT TO REGULATION UNDER THESE ACTS. WE HAVE BEEN ADVISED THAT THE
STAFF  OF THE SEC HAS NOT  MADE A  REVIEW  OF THE  DISCLOSURES  RELATING  TO THE
GENERAL  ACCOUNT AND THE GUARANTEED  INTEREST  DIVISION.  SUCH  DISCLOSURES  ARE
INCLUDED IN THIS PROSPECTUS FOR YOUR INFORMATION.  THESE  DISCLOSURES,  HOWEVER,
MAY BE  SUBJECT  TO  CERTAIN  GENERALLY  APPLICABLE  PROVISIONS  OF THE  FEDERAL
SECURITIES LAW RELATING TO THE ACCURACY AND  COMPLETENESS  OF STATEMENTS MADE IN
PROSPECTUSES.

AMOUNTS IN THE GUARANTEED  INTEREST DIVISION.  You may accumulate amounts in the
Guaranteed  Interest  Division by allocating net premium and loan  repayments to
that Division,  transferring  amounts from the divisions of the Separate Account
to the Guaranteed  Interest  Division or earning interest on amounts you already
have in the Guaranteed  Interest  Division.  A Living Benefit  payment will also
result in amounts being  transferred to the Guaranteed  Interest  Division.  See
LIVING BENEFIT  OPTION on page 9. In addition,  any policy loan is secured by an
amount in your Policy Account equal to the outstanding loan. This amount remains
part of the Policy Account but is assigned to the Guaranteed  Interest Division.
We  refer  to this  amount  as the  loaned  amount  in the  Guaranteed  Interest
Division.

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

ADDING INTEREST IN THE GUARANTEED INTEREST DIVISION.  We pay a declared interest
rate on all amounts that you have in the Guaranteed Interest Division. At policy
issuance,  and prior to each policy anniversary,  we declare the rates that will
apply to amounts in the Guaranteed  Interest  Division for the following  policy
year.  Different  rates  may  apply  to  policies  currently  being  issued  and
previously issued policies.  These annual interest rates will never be less than
the minimum guaranteed interest rate of 4 1/2%. Different rates are also paid on
unloaned and loaned amounts in the Guaranteed Interest Division. See POLICY LOAN
INTEREST on page 11. Amounts  securing a Living  Benefit  payment are considered
unloaned amounts for purposes of crediting interest.

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

TRANSFERS FROM THE GUARANTEED  INTEREST DIVISION.  Once during each policy year,
you may request a transfer from your unloaned amount in the Guaranteed  Interest
Division to one or more of the divisions of the Separate Account.  If we receive
your  transfer  request  within 30 days prior to your  policy  anniversary,  the
transfer will be made on your policy anniversary.  If we receive your request on
or within 30 days after your policy anniversary, the transfer will be made as of
the date we receive your  request.  You may transfer up to 25% of your  unloaned
value in the Guaranteed Interest Division as of the transfer date or the minimum
transfer  amount,  whichever is more. The minimum transfer amount is the minimum
transfer  amount  shown  on the  Information  Page of your  policy  (the  Policy
Information  Page)  or your  total  unloaned  value in the  Guaranteed  Interest
Division on the  transfer  date,  whichever is less.  Amounts  securing a Living
Benefit payment may not be transferred from the Guaranteed Interest Division.


                                       6
<PAGE>


PART 2:       DETAILED INFORMATION ABOUT INCENTIVE LIFE

FLEXIBLE PREMIUMS

You may choose the amount and frequency of premium payments, as long as they are
within the limits described  below. We determine the applicable  minimum initial
premium based on the age, sex, rating class and smoker/non-smoker  status of the
insured  person,  the initial Face Amount of the policy (the minimum Face Amount
is  $50,000)  and any  additional  benefits  selected.  In  certain  situations,
however, no distinction is made based on the sex of the insured person. See COST
OF INSURANCE CHARGE on page 12. You may choose to pay a higher initial premium.

The full initial  premium you indicated on your  application  must be paid on or
before the date on which the policy is delivered to you. No insurance under your
policy will take  effect (a) until a policy is  delivered  and the 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.

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

On your  application  you  provide  us with  initial  instructions  as to how to
allocate  your net  premiums  and monthly  charges  among the  Separate  Account
divisions and the Guaranteed  Interest Division.  Allocation  percentages may be
any whole number from zero to 100, but the sum must equal 100. These allocations
will go into 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 known  as the  Allocation  Date.  Our
business days are described in HOW WE DETERMINE THE UNIT VALUE on page 9.

Until the Allocation Date, any net premiums credited to your Policy Account will
be allocated to the Separate  Account's Money Market  Division,  and any monthly
charges  incurred  will be  deducted  from the  Money  Market  Division.  On the
Allocation  Date,  all amounts then in your Policy  Account will be allocated in
accordance  with  the  directions  contained  in  your  policy  application.  We
establish the interest rate  applicable  to amounts in the  Guaranteed  Interest
Division as of the  Register  Date shown on the Policy  Information  Page and on
each policy anniversary. See ADDING INTEREST IN THE GUARANTEED INTEREST DIVISION
on page 6 and POLICY PERIODS, ANNIVERSARIES, DATES AND AGES on page 14.

We may delay the  Allocation  Date for the same reasons that we would also delay
effecting a transfer  request.  There will be no charge for the  transfer out of
the Money Market  Division on the  Allocation  Date and that  transfer  will not
count as one of the four free transfers per policy year. See TRANSFERS OF POLICY
ACCOUNT VALUE on page 10.

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

Although  premiums  are  flexible,  the  Policy  Information  Page  will  show a
"planned" periodic premium. You determine the planned premium (within limits set
by us) when you apply for the  policy.  The planned  premium is not  necessarily
designed to equal the amount of  premiums  that will keep your policy in effect.
You may make the  planned  payment  or skip the  planned  payment.  We will send
premium reminder  notices based on your planned  premium.  You may ask us not to
send notices by writing to our  Administration  Office.  We reserve the right to
limit the amount of any premium  payments you make which are in addition to your
planned premium.

Generally,  premiums may be paid at any time and in any amount,  as long as each
payment is at least $100.  (Policies  issued in some  states may have  different
minimum premium  payments.) This minimum may be increased if we give you 90 days
written notice.  We may return premium  payments if we determine that they would
cause your policy to become a modified endowment contract or to cease to qualify
as life insurance under Federal income tax law. We may also make such changes to
the  policy as we deem  necessary  to  continue  to  qualify  the policy as life
insurance.  See TAX EFFECTS on page 15 for an explanation of modified  endowment
contracts,  the special tax  consequences  of such contracts and how your policy
might become a modified endowment contract.

If you stop paying  premiums,  your policy will continue in effect until the Net
Cash Surrender Value can no longer cover the monthly deductions from your Policy
Account. See YOUR POLICY CAN LAPSE on page 14.

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
deductions.

You may choose between two death benefit options:

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

o  OPTION B provides a death benefit equal to the Face Amount of the policy 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.


                                       7
<PAGE>


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

Under both options,  a higher death benefit may apply.  This higher benefit is a
percentage  multiple of the amount in your Policy  Account.  The  percentage  is
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.  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 applicable  percentage multiples will decrease
by a ratable portion for each full year.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                 TABLE OF DEATH BENEFITS BASED ON POLICY ACCOUNT VALUES

INSURED                     40 or          45         50         55         60         65         70       75 to       95
PERSON'S AGE                under                                                                            90
<S>                          <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C> 
POLICY ACCOUNT               250%         215%       185%       150%       130%       120%       115%       105%      100%
PERCENTAGE MULTIPLE
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


For  example,  if the  insured  person  were 40  years  old and you had a Policy
Account value of $100,000,  the death benefit would be at least 250% of $100,000
or $250,000.

CHANGES IN INSURANCE PROTECTION

CHANGING THE FACE  AMOUNT.  You may request a change in the Face Amount any time
after the first policy year by sending a written  request to our  Administrative
Office. See TAX EFFECTS on page 15 for the tax consequences of changing the Face
Amount. Any change will be subject to our approval and the following conditions:

o  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
   smoker/non-smoker  status of the insured  person on the date of the  increase
   and on the insured  person's  sex.  If the  insured  person has become a more
   expensive  risk  we  will  ask you if you  want  to pay  the  higher  cost of
   insurance charges before we process the change.

o  Any increase must be at least $10,000.  Monthly  deductions  from your Policy
   Account for the cost of insurance will generally  increase,  beginning on the
   date the increase takes effect.  An  administrative  charge of $1.50 for each
   additional  $1,000  of  insurance  (up to a maximum  charge of $250)  will be
   deducted  from your  Policy  Account.  See HOW  POLICY  ACCOUNT  CHARGES  ARE
   ALLOCATED on page 13.

o  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.  Monthly  deductions  from  your  Policy  Account  for  the  cost of
   insurance will generally decrease, beginning on the date the decrease in Face
   Amount  takes  effect.  If you  reduce the Face  Amount  during the first ten
   policy  years,  we will deduct a pro rata share of the  applicable  surrender
   charge from the Policy Account. See SURRENDER CHARGE on page 13.

o  Our current procedure is to disapprove a requested decrease if it would cause
   a death benefit based on the Policy Account percentage multiple to apply. See
   DEATH BENEFITS on page 7.

Reductions will be applied to prior increases in the Face Amount, if any, in the
reverse order in which such  increases  occurred,  and then to the original Face
Amount.

CHANGING THE DEATH BENEFIT OPTION. At any time after the first policy year while
your policy is in force,  you may change the death  benefit  option by sending a
written request to our Administrative Office. See TAX EFFECTS on page 15 for the
tax consequences of changing the death benefit option.

o  If you change from OPTION A TO OPTION B, the Face Amount will be decreased by
   the amount in your Policy Account on the date of the change. We may not allow
   such a change if it would reduce the Face Amount  below the minimum  required
   to issue this policy at the time of the reduction.

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

These  increases and decreases in Face Amount are made so that the amount of the
death benefit remains the same on the date of the change. When the death benefit
remains  the same,  there is no change in the net  amount at risk,  which is the
amount on which  cost of  insurance  charges  are based  (see COST OF  INSURANCE
CHARGE on page 12). We do not require  evidence of insurability for the increase
in Face  Amount  when you change  from  Option B to Option A, nor do we make any
charge for this increase. We will not charge a surrender charge for the decrease
in Face Amount when you change from Option A to Option B.

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


                                       8
<PAGE>


WHEN POLICY CHANGES GO INTO EFFECT. A substitution of 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 it might
disqualify  your policy as life insurance under  applicable  Federal tax law. In
other cases  there may be tax  consequences  as a result of the change.  See TAX
EFFECTS on page 15.

MATURITY BENEFITS

If the insured person is still living on the policy  anniversary  nearest his or
her 95th birthday  (Final Policy Date), we will pay you the amount in the Policy
Account net of any policy loan, any lien securing a Living  Benefit  payment and
accrued  interest.  The policy will then terminate.  You may choose to have this
benefit  paid in  installments.  See TAX  EFFECTS  on page 15 and  YOUR  PAYMENT
OPTIONS on page 19.

LIVING BENEFIT OPTION

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

When a Living  Benefit  claim is paid,  Equitable  Variable  establishes  a lien
against  the  policy.  The amount of the lien is the sum of the  Living  Benefit
payment and any accrued interest on that payment.  Interest will be charged at a
rate equal to the greater of: (i) the yield on a 90-day  Treasury  bill and (ii)
the maximum  adjustable  policy loan interest  rate  permitted in the state your
policy is  delivered.  See  BORROWING  FROM YOUR  POLICY  ACCOUNT -- POLICY LOAN
INTEREST on page 11.

Until a death  benefit is paid, or the policy is  surrendered,  a portion of the
lien is allocated to the policy's Cash Surrender Value.  This liened amount will
be transferred to the Guaranteed  Interest  Division where it will earn interest
at the same rate as unloaned  amounts.  See THE GUARANTEED  INTEREST DIVISION on
page 6. This liened amount will not be available for loans, transfers or partial
withdrawals.  Any death benefit,  maturity  benefit or Net Cash Surrender  Value
payable upon policy surrender will be reduced by the amount of the lien.

Unlike a death benefit received by a beneficiary  after the death of an insured,
receipt of a Living Benefit  payment may be taxable as a distribution  under the
policy.  See TAX EFFECTS on page 15 for a  discussion  of the tax  treatment  of
distributions  under the policy.  Consult your tax adviser.  Receipt of a Living
Benefit  payment  may  also  affect  a  policyowner's  eligibility  for  certain
government benefits or entitlements.  You should contact your Equitable agent if
you wish to make a claim under the rider.

ADDITIONAL BENEFITS MAY BE AVAILABLE

Your policy may include additional benefits. A charge will be deducted from your
Policy Account  monthly for each additional  benefit you choose.  These benefits
are subject to our rules and may be cancelled  by you at any time.  More details
will be  included  in your  policy  if you  choose  any of these  benefits.  The
following  additional  benefits  are  currently  available:   disability  waiver
benefit,  accidental death benefit, children's term insurance and term insurance
on an additional insured person.

If the  disability  waiver  goes into  effect,  we will not permit  Face  Amount
increases or decreases and the death benefit will be changed to Option B.

YOUR POLICY ACCOUNT VALUE

The  amount in your  Policy  Account is the sum of the  amounts  you have in the
Guaranteed  Interest  Division  and in the  various  divisions  of the  Separate
Account.  Your Policy Account also reflects various charges.  See DEDUCTIONS AND
CHARGES on page 12.

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

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

A net investment  factor is determined for each division of the Separate Account
every business day as follows:  first, we take the net asset value of a share in
the corresponding  Trust portfolio at the close of business that day as reported
by the Trust,  and we add the per share amount of any dividends or capital gains
distributions  paid by the Trust on that day.  We divide  this amount by the per
share net asset value on the preceding  business day.  Then, we subtract a daily
asset charge for each calendar day between business days (for example,  a Monday
calculation  may include  charges for  Saturday,  Sunday and Monday).  The daily
charge is guaranteed not to exceed an effective annual rate of .60%. See CHARGES
AGAINST  THE  SEPARATE  ACCOUNT on page 13.  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 unit values, call (212) 714-5015.


                                       9
<PAGE>


TRANSFERS OF POLICY  ACCOUNT  VALUE.  You may request a transfer of amounts from
any  division of the  Separate  Account to any other  division  of the  Separate
Account or to the Guaranteed Interest Division. Special rules apply to transfers
out of the  Guaranteed  Interest  Division.  See TRANSFERS  FROM THE  GUARANTEED
INTEREST DIVISION on page 6.

You may make a transfer by telephone or by submitting a written transfer request
to our  Administrative  Office.  Transfer  request forms are available from your
Equitable  agent or from  our  Administrative  Office.  Special  rules  apply to
telephone transfers. See TELEPHONE TRANSFERS below.

The minimum  amount  which may be  transferred  on any date will be shown on the
Policy Information Page and is usually $500. This minimum need not come from any
one division or be  transferred  to any one division as long as the total amount
transferred  that  day,  including  any  amounts  transferred  to  or  from  the
Guaranteed  Interest  Division,  at least equals the minimum.  However,  we will
transfer the entire amount in any division of the Separate Account even if it is
less than the minimum  specified in your policy.  A lower minimum amount applies
to our Automatic Transfer Service which is described below.

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

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

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

If you elect the Automatic  Transfer Service with your policy  application,  the
automatic  transfers  will  begin  in the  second  policy  month  following  the
Allocation  Date.  If you  elect  the  Automatic  Transfer  Service  after  your
application  has been  submitted,  automatic  transfers  will  begin on the next
monthly   processing   date  after  we  receive  your   election   form  at  our
Administrative Office. See POLICY PERIODS, ANNIVERSARIES, DATES AND AGES on page
14.

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

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

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

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

Procedures have been established by Equitable Variable that are considered to be
reasonable  and are  designed  to  confirm  that  instructions  communicated  by
telephone  are genuine.  Such  procedures  include  requiring  certain  personal
identification  information  prior  to  acting  on  telephone  instructions  and
providing  written  confirmation of instructions  communicated by telephone.  If
Equitable  Variable  does not  employ  reasonable  procedures  to  confirm  that
instructions  communicated  by telephone  are genuine,  it may be liable for any
losses  arising  out of any action on its part or any failure or omission to act
as a result of its own negligence, lack of good faith, or willful misconduct. In
light of the procedures  established,  Equitable Variable will not be liable for
following telephone instructions that it reasonably believes to be genuine.

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

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


                                       10
<PAGE>


BORROWING FROM YOUR POLICY ACCOUNT

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

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

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

POLICY LOAN  INTEREST.  Interest on a policy loan accrues daily at an adjustable
interest  rate. We determine the rate at the beginning of each policy year.  The
same rate applies to any outstanding policy 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 1/2%,  or the  "Published  Monthly
Average" for the month that ends two months before the interest rate is set. The
"Published  Monthly  Average" is the Monthly Average  Corporates  yield shown in
Moody's Corporate Bond Yield Averages  published by Moody's  Investors  Service,
Inc. If this average is no longer  published,  we will use any  successor or the
average established by the insurance supervisory official of the jurisdiction in
which the policy is  delivered.  We will not charge more than the  maximum  rate
permitted by applicable law. We may also set a rate lower than the maximum.

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

When you  borrow  on your  policy,  the  amount of your loan is set aside in the
Guaranteed  Interest Division where it earns a declared rate for loaned amounts.
Loaned  amounts are expected to earn  interest at a lower rate than the rate you
are  charged for policy loan  interest.  Currently  the rate we credit on loaned
amounts is 1% less than the rate we charge for policy loan interest.  These loan
spreads  are those  currently  in effect and are not  guaranteed.  However,  the
interest credited on loaned amounts will never be less than 4 1/2%.

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

REPAYING THE LOAN. You may repay all or part of a policy loan at any time. While
you have a policy loan and your policy is not in grace, we assume that any money
you  send us is  meant  to  repay  the  loan.  If you  wish to have any of these
payments  applied as premium  payments,  you must  specifically  so  indicate in
writing. 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 Division until the amount of any loans originally  allocated
to that  division 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 in the  Guaranteed  Interest  Division
will not be available for investment in the divisions of the Separate Account or
in the unloaned portion of the Guaranteed  Interest  Division.  Whether you earn
more or less  with  the  loaned  amount  set  aside  depends  on the  investment
experience of the divisions of the Separate  Account and the rates  declared for
the unloaned  portion of the  Guaranteed  Interest  Division.  The amount of any
policy loan and accrued loan  interest  will reduce the proceeds  paid from your
policy  upon  the  death  of the  insured  person,  policy  maturity  or  policy
surrender.  In  addition,  a loan will  reduce the amount  available  for you to
withdraw from your policy.  See TAX EFFECTS on page 15 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 the monthly deductions. See YOUR POLICY CAN LAPSE on page 14.

PARTIAL WITHDRAWALS FROM YOUR POLICY ACCOUNT

At any time after the first policy year while the insured person is living,  you
may request a partial  withdrawal of your Net Cash Surrender Value by writing to
our Administrative Office. Any such withdrawal is subject to our approval and to
certain conditions.  Amounts securing a Living Benefit payment are not available
for partial withdrawals.  In addition, we reserve the right to decline a request
for a partial withdrawal. Under our current rules, a withdrawal must:

o  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.


                                       11
<PAGE>


PARTIAL  WITHDRAWAL  CHARGES.  When you make a partial  withdrawal,  an  expense
charge of $25 or 2% of the amount withdrawn, whichever is less, will be deducted
from your Policy Account.

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

THE EFFECTS OF A PARTIAL WITHDRAWAL. A partial withdrawal reduces the amount you
have in your Policy Account.  Normally, it also reduces the Cash Surrender Value
and 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 be reduced so that  generally  there will be no
change in the net amount at risk.  However,  under either  option,  if the death
benefit is based on the Policy  Account  percentage  multiple,  the reduction in
death benefit would be greater and the net amount at risk would be reduced.  See
DEATH BENEFITS on page 7. The withdrawal and these  reductions will be effective
as of the date your request is received at our  Administrative  Office.  See TAX
EFFECTS on page 15 for the tax  consequences  of a reduction  in benefits  and a
partial withdrawal.

SURRENDER FOR NET CASH SURRENDER  VALUE.  The Cash Surrender Value is the amount
in your Policy  Account minus the surrender  charge  described  under  SURRENDER
CHARGE on page 14. The Net Cash Surrender  Value equals the Cash Surrender Value
minus any loan and accrued loan interest.

You may surrender your policy for its Net Cash Surrender Value at any time while
the insured person is living.  We will deduct from the Net Cash Surrender  Value
any amount  securing a Living Benefit  payment.  You may surrender the policy by
sending a written request and the policy to our  Administrative  Office. We will
compute the Net Cash Surrender  Value as of the date we receive your request and
the policy at our  Administrative  Office.  All  insurance  coverage  under your
policy  will  end on  that  date.  See  TAX  EFFECTS  on  page  15 for  the  tax
consequences of a policy surrender.

DEDUCTIONS AND CHARGES

DEDUCTIONS  FROM YOUR PREMIUMS.  Charges for applicable  taxes are deducted from
all  premiums  and an initial  administrative  charge may be deducted  from your
first  premium.  The balance of each premium (the net premium) is placed in your
Policy Account.

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

   This charge will be increased or decreased to reflect any legislative changes
   in the applicable  tax. In addition,  if an insured person changes his or her
   place of residence, you should notify us to change the charge to the tax rate
   of the new jurisdiction.

o  INITIAL  ADMINISTRATIVE  CHARGE.  If you intend to invest  premiums  annually
   (annual  mode),  and  indicate  this  on  your  application,  a $250  initial
   administrative  charge will be deducted  from your first premium to cover the
   costs  of  issuing  your  policy  such  as  application  processing,  medical
   examinations,   establishment  of  policy  records  and  underwriting   costs
   (determining  insurability and assigning the insured person to a risk class).
   This charge is designed to  reimburse  us for expenses and we do not expect a
   profit  from it.  This charge  will not apply to  semi-annual,  quarterly  or
   monthly payment modes.

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

o  ADMINISTRATIVE  CHARGE.  The current  administrative  charge is $31 per month
   during the first policy year if you  selected  semi-annual  or more  frequent
   planned  premiums ($6 per month if you  selected  annual  planned  premiums).
   During subsequent policy years, the administrative charge is currently $6 per
   month regardless of the planned premium schedule you selected. This charge is
   guaranteed never to be more than $8 per month.

   This charge is designed to cover the  continuing  costs of  maintaining  your
   policy, such as billing, policy transactions and policyowner  communications.
   In the case of policies not on an annual mode,  the higher first year monthly
   charge is also  intended to cover the costs  discussed  above  under  INITIAL
   ADMINISTRATIVE  CHARGE.  This charge is designed to reimburse us for expenses
   and we do not expect to profit from it.

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

   Your cost of  insurance  charge will vary from month to month with changes in
   the net amount at risk.  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 increase or
   decrease to the net amount at risk under Option A policies, but no


                                       12
<PAGE>


   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. After the first policy year, the
   current  monthly  cost of  insurance  rates may be changed from time to time.
   However,  the current  rates will never be more than the  guaranteed  maximum
   rates  set  forth in your  policy.  The  guaranteed  rates  are  based on the
   Commissioner's 1980 Standard Ordinary Male and Female Mortality Tables.

   The current and  guaranteed  monthly cost of insurance  rates are  determined
   based on the sex,  age and rating  class of the  insured  person and the Face
   Amount of the policy at the time of the  charge.  In  addition,  the  current
   rates also vary depending on the duration of the policy (i.e.,  the length of
   time since a policy has been  issued) and on whether the insured  person is a
   non-smoker.

   The current  rate for a policy  after the tenth  policy year is less than the
   rate that applies  during the first ten policy years for a policy of the same
   Face  Amount on an  insured  person of the same sex,  age,  rating  class and
   smoker status.  This cost of insurance charge reduction  applies on a current
   basis and is not  guaranteed.  Because  Incentive  Life was first  offered in
   1986, no cost of insurance charge reflecting a reduction for duration has yet
   been made by Equitable Variable.

   Lower current cost of insurance  rates apply at most ages for insured persons
   who qualify as non-smokers. To qualify, an insured person must be at standard
   risk and must meet additional  requirements that relate to smoking habits. 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  smoking
   habits when they reach their twentieth birthday.

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

o  CHARGES FOR  ADDITIONAL  BENEFITS.  The cost of any  additional  benefits you
   choose will be deducted  monthly.  Your policy  contains  tables  showing the
   guaranteed maximum rates for all of these insurance costs.

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

In addition to the monthly  deductions from your Policy Account described above,
we charge fees for certain policy  transactions:  see PARTIAL  WITHDRAWALS  FROM
YOUR  POLICY  ACCOUNT on page 11,  CHANGES IN  INSURANCE  PROTECTION  on page 8,
TRANSFERS OF POLICY  ACCOUNT  VALUE on page 10.  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 24.

HOW POLICY ACCOUNT CHARGES ARE ALLOCATED. Generally, deductions from your Policy
Account for monthly charges are made from the divisions of our Separate  Account
and the unloaned portion of our Guaranteed  Interest Division in accordance with
the deduction  allocation  percentages  specified in your application unless you
instruct us in writing to do  otherwise.  See FLEXIBLE  PREMIUMS on page 7. If a
deduction cannot be made in accordance with these  percentages,  it will be made
based on the proportion  that your unloaned  amounts in the Guaranteed  Interest
Division and your amounts in the  divisions of the Separate  Account bear to the
total unloaned value of your Policy Account.

CHARGES  AGAINST THE SEPARATE  ACCOUNT.  These charges are reflected in the unit
values for the divisions of the Separate Account.  See HOW WE DETERMINE THE UNIT
VALUE on page 9.

o  A charge for assuming  MORTALITY AND EXPENSE  RISKS will be made.  The annual
   rate is .60%. 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
   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.

o  We reserve the right to make a charge in the future for taxes or reserves set
   aside for taxes, which will reduce the investment experience of the divisions
   of the Separate Account. See TAX EFFECTS on page 15.

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

SURRENDER  CHARGE.  No deductions are made from premiums for sales expenses.  We
incur  various  sales  and  promotional  expenses  in  connection  with  selling
Incentive  Life, such as  commissions,  the cost of preparing sales  literature,
other  promotional  activities  and other direct and indirect  expenses.  We pay
these expenses from our own resources,  including any surrender  charge we might
collect and any profit we may earn on the charges deducted under the policy.


                                       13
<PAGE>


There is a  difference  between the amount in your  Policy  Account and the Cash
Surrender  Value of your policy for the first ten policy years.  This difference
is the surrender  charge,  a contingent  deferred sales load. It is a contingent
load  because you pay it only if you  surrender  your policy (or reduce its Face
Amount or let it lapse) during the first ten policy years. It is a deferred load
because we do not deduct it from your premiums.  Because the surrender charge is
contingent  and  deferred,  the amount we might  collect in a policy year is not
related to the actual sales expenses for that year.

To determine surrender charges,  "target" premiums are used. Target premiums are
not based on the "planned" premium you determine.  See FLEXIBLE PREMIUMS on page
7. In  general,  a target  premium  would  equal the  amount  of annual  premium
necessary  to  maintain a fixed  whole life  insurance  policy for the same face
amount on the life of the insured  person.  Target premiums are based on the age
of the  insured  person and the initial  Face  Amount of the  policy.  Except in
certain  circumstances,  the  sex of the  insured  person  is also a  factor  in
determining target premiums. See COST OF INSURANCE CHARGE on page 12.

The  maximum  surrender  charge  for your  policy  will be  shown on the  Policy
Information Page and will equal 50% 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 six policy years,  this maximum surrender charge begins to decrease by 20%
per year. After ten years, there is no surrender charge.

Subject to the  maximum,  the  surrender  charge is  calculated  based on actual
premium  payments.  The  surrender  charge  equals 30% of premium  payments made
during the first  policy  year up to the amount of one target  premium and 9% of
any additional premiums paid during the first ten policy years.

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 ten years to reduce  the  potential
surrender  charge  could  increase  the risk that your  policy  will  lapse.  If
payments are structured in this manner, the amounts in your Policy Account would
need to receive  favorable  investment  performance for your policy not to lapse
(performance in which, as a result of the payment structure, you would not fully
participate).

If you request a Face Amount  reduction  during the first ten policy  years,  we
will  consider it a partial  surrender and may deduct a portion of the surrender
charge.  If you  increase  the Face  Amount  and  later  ask for a  decrease,  a
surrender  charge will apply only to a decrease  below the original Face Amount.
Generally,  the pro  rata  surrender  charge  for a  partial  surrender  will be
determined by dividing the amount of the Face Amount decrease (below the initial
Face Amount) by the initial  Face Amount and  multiplying  that  fraction by the
surrender  charge.  See  TAX  EFFECTS  on page  15 for a  discussion  of the tax
consequences of changing the Face Amount.

ADDITIONAL INFORMATION ABOUT INCENTIVE LIFE

YOUR POLICY CAN LAPSE. Your insurance coverage under Incentive Life 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,  a
61-day  grace period will begin.  We will notify you,  and any  assignees on our
records,  in writing,  that the grace  period has begun and indicate the payment
that is  needed  to avoid  policy  lapse  at the end of the  grace  period.  The
required  payment will  approximate  an amount which would increase the Net Cash
Surrender  Value to cover total  monthly  deductions  for three months  (without
regard to any investment performance in the Policy Account).

The required payment and any residual Policy Account value will be used to cover
the  overdue  deductions.  However,  if  your  Policy  Account  has  unfavorable
investment  experience,  the required payment may not be sufficient to cover the
overdue  deductions  on the date we receive  the  payment.  In this case,  a new
61-day grace period will begin.

If we do not receive  payment within the 61 days, your policy will lapse without
value.  We will  withdraw any amount left in your Policy  Account and apply this
amount to the overdue deductions, any applicable surrender charge and any unpaid
loan and accrued loan  interest.  We will inform you, and any assignee,  at last
known  addresses  that your policy has ended without  value.  See TAX EFFECTS on
page 15 for the potential tax consequences of policy lapse.

YOU MAY  REINSTATE  THE POLICY.  You may reinstate the policy within three years
after it lapses if:

o  you provide  evidence that the insured  person (and any other person  insured
   under a rider) is still insurable, and

o  you make the premium payment that we require to reinstate the policy.

The effective date of the reinstated  policy will be the beginning of the policy
month which  coincides  with or follows the date we approve  your  reinstatement
application.  Upon  reinstatement,  there will be no further  surrender  charges
applied against the policy.  Previous loans will not be reinstated.  Some states
may vary the time period and conditions for reinstatement.

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

The Issue Date, shown on the Policy Information Page, is the date your policy is
actually issued.  Generally,  contestability is measured from the Issue Date, as
is the suicide exclusion.

The Final  Policy Date is the policy  anniversary  nearest the insured  person's
95th birthday.  The policy ends on that date and the maturity benefit is paid if
the insured person is still alive.


                                       14
<PAGE>


The Register Date, also shown on the Policy Information Page, is used to measure
policy  years and policy  months.  Charges and  deductions  under the policy are
first made as of the Register Date. As to when coverage under the policy begins,
see FLEXIBLE PREMIUMS on page 7.

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

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

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

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

The  investment  start date is the date that your initial net premium  begins to
vary with the investment performance of the divisions of the Separate Account or
accrue interest in the Guaranteed Interest Division.  Generally,  the investment
start date will be the same as the Register Date if the full initial  premium is
received at our Administrative Office before the Register Date.  Otherwise,  the
investment  start date will be the date the full 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 invested.  The  investment  start date for policies
with  backdated  Register Dates will also be the date the premium is received at
our  Administrative  Office.  Any subsequent  premium payment received after the
investment  start date for the initial  premium payment will begin to experience
investment  performance  as  of  the  date  such  payment  is  received  at  our
Administrative  Office.  Remember,  your net initial  premium may be temporarily
allocated  to the  Money  Market  Division  of the  Separate  Account  prior  to
allocation in accordance with your instructions.
See FLEXIBLE PREMIUMS on page 7.

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

TAX EFFECTS

This  discussion  is based on our  understanding  of the  effect of the  current
Federal  income tax laws as currently  interpreted  on Incentive  Life  policies
owned by U.S.  resident  individuals.  The tax  effects on  corporate  taxpayers
subject to the Federal alternative minimum tax, non-U.S.  residents and 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 policy will be treated as "life  insurance"
for Federal income tax purposes if it meets the definitional  requirement of the
Internal  Revenue  Code (the  Code) and as long as the  portfolios  of the Trust
satisfy  the  diversification  requirements  under the  Code.  We  believe  that
Incentive Life will meet these  requirements,  and that under Federal income tax
law:

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

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

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

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

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

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

If the  benefits  under your  policy 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 partial withdrawals 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


                                       15
<PAGE>


premium level limits, the policy will become a modified endowment.  Generally, a
life  insurance  policy which is received in exchange  for a modified  endowment
will also be considered a modified endowment.

Changes made to a life insurance policy, for example, a decrease in benefits,  a
policy lapse or the reinstatement of a lapsed 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,  action may be necessary for your
policy to continue to qualify as life insurance. See POLICY CHANGES below.

IF YOUR INCENTIVE LIFE POLICY IS NOT A MODIFIED ENDOWMENT, as long as it remains
in force, a loan under your policy will be treated as  indebtedness  and no part
of the loan will be subject to current Federal income tax.  Interest on the loan
will generally not be tax deductible.  After the first fifteen policy years, the
proceeds  from a partial  withdrawal  will not be subject to Federal  income tax
except to the extent such  proceeds  exceed your  "Basis" in your  policy.  Your
Basis in your policy  generally  will equal the  premiums you have paid less any
amounts previously recovered through tax-free policy  distributions.  During the
first fifteen  policy years,  the proceeds  from a partial  withdrawal  could be
subject to Federal  income tax to the extent your Policy  Account  value exceeds
your Basis in your policy. The portion subject to tax will depend upon the ratio
of your death benefit to the Policy Account value (or in some cases the premiums
paid)  under your  policy and the age of the  insured  person at the time of the
withdrawal. In addition, 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  lapses  while  there is a  policy  loan,  the
cancellation  of such  loan and  accrued  loan  interest  will be  treated  as a
distribution  and could be subject to tax under the above rules.  Upon the Final
Policy Date of the policy,  the excess of the amount of any  benefit  paid,  not
taking into account any reduction for any loan and accrued loan  interest,  over
your Basis in the policy, will be subject to Federal income tax.

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

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

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

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

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

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


                                       16
<PAGE>


distributions  from the policy to the extent we deem  necessary  to qualify your
policy as life insurance for tax purposes.  Any such change will apply uniformly
to all policies that are affected.  You will be given advance  written notice of
such changes.

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

ESTATE AND GENERATION  SKIPPING TAXES. If the insured person is the policyowner,
the death  benefit  under  Incentive  Life will  generally be  includable in the
policyowner's  estate for purposes of Federal estate tax. If the  policyowner is
not the insured person,  under certain  conditions only the Cash Surrender Value
of the policy would be so  includable.  Federal  estate tax is  integrated  with
Federal gift tax under a unified rate  schedule.  In general,  estates less than
$600,000  will not  incur a  Federal  estate  tax  liability.  In  addition,  an
unlimited marital deduction may be available for Federal estate tax purposes.

As a general rule,  if a "transfer" is made to a person two or more  generations
younger than the policyowner,  a generation skipping tax may be payable at rates
similar to the maximum  estate tax rate in effect at that time.  The  generation
skipping tax provisions generally apply to "transfers" which would be subject to
the gift and estate tax rules.  Individuals  are generally  allowed an aggregate
generation  skipping  tax  exemption  of $1 million.  If we believe a generation
skipping tax may be payable,  we may be required to withhold  tax from  benefits
payable unless we receive  proper written  evidence that no such tax is payable.
Because  these rules are complex,  you should  consult with your tax adviser for
specific   information,   especially  where  benefits  are  passing  to  younger
generations, as opposed to a spouse or a child.

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

PENSION AND PROFIT-SHARING  PLANS. If Incentive Life 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.

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.
Employees and employer-created  trusts may be subject to reporting,  disclosure,
and fiduciary  obligations under the Employee  Retirement Income Security Act of
1974 (ERISA). You should consult your legal adviser.

OUR TAXES. Under the life insurance company tax provisions of the Code, variable
life insurance is treated in a manner consistent with fixed life insurance.  The
operations of the Separate Account are reported in our Federal income tax return
but we  currently  pay no income  tax on  investment  income and  capital  gains
reflected in variable life insurance  policy reserves.  Therefore,  no charge is
currently  being made to any  division of the  Separate  Account  for taxes.  We
reserve the right to make a charge in the future if we incur income tax which is
attributable to the Separate Account.  If such a charge is made, it would be set
aside as a  provision  for taxes  which we would keep in the  affected  division
rather  than in our  General  Account.  We  anticipate  that our  variable  life
policyowners  would benefit from any investment  earnings that are not needed to
maintain this provision.

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.

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


                                       17
<PAGE>


PART 3:       ADDITIONAL INFORMATION

YOUR VOTING PRIVILEGES

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

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

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

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

SEPARATE ACCOUNT VOTING RIGHTS.  Under the 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  divisions of the Separate  Account.  We will cast
votes  attributable to amounts we have in the divisions of the Separate  Account
in the same proportions as votes cast by policyowners.

OUR RIGHT TO CHANGE HOW WE OPERATE

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

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

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

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

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

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

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

OUR REPORTS TO POLICYOWNERS

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

LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY

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

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


                                       18
<PAGE>


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

o  We cannot challenge an additional benefit rider that provides benefits in the
   event that the insured person becomes  totally  disabled after two years from
   the later of the Issue  Date 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 division of the Separate Account. Instead, interest
accrues pursuant to the options chosen.

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

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

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

YOUR BENEFICIARY

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

ASSIGNING YOUR POLICY

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

WHEN WE PAY POLICY PROCEEDS

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


                                       19
<PAGE>


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 Division for up to six
months after we receive your request. We will pay interest of at least 3% a year
from the date we  receive  your  request if we delay more than 30 days in paying
you such amounts from the Guaranteed Interest Division.

DIVIDENDS

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

REGULATION

We are regulated and supervised by the New York State Insurance  Department.  In
addition,  we are  subject  to the  insurance  laws  and  regulations  in  every
jurisdiction  where  we  sell  policies.  As a  result,  the  provisions  of the
Incentive Life policy may vary somewhat from jurisdiction to jurisdiction. State
variations  will be  covered  by a  supplement  to  this  prospectus  or  policy
endorsement as appropriate.

The Second Series  Incentive  Life policy (Plan No.  88-300) has been filed with
and  approved by insurance  officials  in 50 states,  Puerto Rico and the Virgin
Islands.  No Incentive Life policy is available in the District of Columbia.  We
submit annual reports on our  operations and finances to insurance  officials in
all the jurisdictions where we sell policies.  The officials are responsible for
reviewing our reports to be sure that we are financially sound.

SPECIAL CIRCUMSTANCES

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

OUR SPECIAL OFFER POLICY.  In 1989,  Equitable  Variable  introduced  its Second
Series Incentive Life policy,  which is the policy described in this prospectus.
Subject to the rules discussed below,  Equitable  Variable will offer a modified
version of the First Series  Incentive  Life policy (the "Special Offer Policy")
to qualified  offerees.  Set forth below are  modifications to the discussion in
this prospectus which are appropriate with respect to the Special Offer Policy.

o  ADDING  INTEREST  IN THE  GUARANTEED  INTEREST  DIVISION  (page 6).  Interest
   credited  to any  loaned  amounts  in the  Guaranteed  Interest  Division  is
   allocated to the unloaned portion of the Guaranteed  Interest Division at the
   end of the policy month.

o  FLEXIBLE  PREMIUMS  (page  7).  We have not  reserved  the right to limit the
   amount of any premium payments which are in addition to your planned premium.

o  TRANSFERS OF POLICY  ACCOUNT VALUE (page 10). You may tell us how much of the
   charge,  if any, for  transfers of Policy  Account  value to allocate to your
   values in each of the  divisions of the  Separate  Account or to the unloaned
   value in the Guaranteed  Interest  Division.  If you do not provide  specific
   instructions,  we will  allocate  the  charge as  described  under HOW POLICY
   ACCOUNT CHARGES ARE ALLOCATED on page 13.

o  BORROWING  FROM YOUR POLICY  ACCOUNT  (page 11). You may borrow up to 100% of
   your policy's Net Cash Surrender Value.

o  PARTIAL  WITHDRAWALS FROM YOUR POLICY ACCOUNT (page 11). We have not reserved
   the right to decline a request for a partial  withdrawal.  However,  any such
   request will be subject to our approval and the conditions listed on page 11.

o  ALLOCATION OF WITHDRAWALS  AND CHARGES (page 12). You may specify how much of
   the  withdrawal  you want taken from your amounts in each of the divisions of
   the Separate  Account and your unloaned  amounts in the  Guaranteed  Interest
   Division.  If you do not provide specific  instructions or we cannot make the
   withdrawal in accordance with your directions, we will withdraw the amount in
   the manner  described for  deductions  under HOW POLICY  ACCOUNT  CHARGES ARE
   ALLOCATED on page 13.  Unless you specify  otherwise,  the charge for partial
   withdrawals will also be deducted in this manner.

o  DEDUCTIONS  FROM YOUR PREMIUMS  (page 12).  Regardless of the mode of premium
   payment selected on your application,  a $250  administrative  charge will be
   deducted from your initial premium.

o  CURRENT  COST OF  INSURANCE  RATES are  generally  less than those  under the
   Second Series Incentive Life policy.  However,  the current rates for females
   at certain ages and for females who do not qualify as non-smokers  are higher
   than those that are  applicable to females under the Second Series  Incentive
   Life policy.  Moreover,  the current annual cost of insurance rates under the
   Special  Offer  Policy for male  non-smokers  at certain  issue ages in later
   policy years may be higher than rates under the Second Series  Incentive Life
   policy for these  insureds,  but over the life of the contract the cumulative
   current cost of insurance  rates for the Special  Offer Policy are lower than
   those under the Second Series Incentive Life policy. Also, if the Face Amount
   of a Special Offer Policy is reduced below  $200,000,  higher current cost of
   insurance rates will apply.

   The current rates for the Special  Offer Policy,  unlike those for the Second
   Series Incentive Life policy,  do not vary depending on duration.  This means
   that the current rate is the same for all Special Offer  Policies of the same
   Face  Amount on an insured  person of the same age,  rating  class and smoker
   status --  regardless  of how many  policy  years the  policies  have been in
   effect.

   THE MAXIMUM  COST OF INSURANCE  RATES under the Special  Offer Policy are the
   same as those  that  apply to males  under the  Second  Series  policy.  As a
   result,  a female  would have higher  maximum  rates under the Special  Offer
   Policy than under the Second  Series  policy.  The maximum  rates will be set
   forth in the Special  Offer  Policy when it is issued.  See COST OF INSURANCE
   CHARGE on page 12.


                                       20
<PAGE>


o  THE SURRENDER  CHARGES  imposed on face amount  decreases will be modified by
   shortening  to five years the period to which the pro-rata  surrender  charge
   applies,  and by not imposing this charge unless the cumulative  reduction in
   Face Amount for a policy exceeds 20% of the initial Face Amount. The modified
   surrender  charges  will be set forth in the Special  Offer Policy when it is
   issued. See SURRENDER CHARGE on page 13.

Under  Equitable  Variable's  current  rules,  the Special  Offer Policy will be
offered where the following conditions are met:

o  an employer-employee relationship is present;

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 initial Face Amount of each of the policies is $500,000 or greater;

o  the  minimum  initial  premium  under each of the  policies  is  remitted  to
   Equitable Variable by the employer; and

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

EQUITABLE  VARIABLE  MAY  MODIFY  THESE  RULES  FROM  TIME TO TIME  AND MAY ALSO
TERMINATE OFFERING THE SPECIAL OFFER POLICY AT ANY TIME.

DISTRIBUTION

Prior to May 1, 1994,  we were the  principal  underwriter  of the Trust under a
Distribution Agreement. In addition,  Equitable distributed our policies under a
Sales  Agreement.  Effective May 1, 1994,  these  underwriting  and distribution
responsibilities  will be transferred to Equico  Securities,  Inc.  (Equico),  a
wholly-owned  subsidiary of Equitable,  whose principal business address is 1755
Broadway,  New  York,  NY  10019.  Equico  is  registered  with  the  SEC  as  a
broker-dealer  under the Securities  Exchange Act of 1934 (the Exchange Act) and
is a member of the National Association of Securities Dealers,  Inc. Equico will
be paid a fee for its services as distributor of our policies.

We sell  our  policies  through  agents  who are  licensed  by  state  insurance
officials to sell our variable life policies.  These agents are also  registered
representatives  of Equico.  The agent who sells you this policy  receives sales
commissions  from  Equitable.  We reimburse  Equitable  from our own  resources,
including any Surrender  Charges we might collect.  Generally,  during the first
policy  year,  the agent will receive an amount equal to a maximum of 40% 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 8% of the  premiums  paid up to a certain  amount and 3% of the
premiums  paid in excess of that amount;  and,  for years eleven and later,  the
agent receives an amount up to 3% of the premiums paid.  Following a Face Amount
increase, commissions on a portion of the premium will be calculated using first
year  commission  rates.  Agents  with  limited  years  of  service  may be paid
differently.  Commissions  paid to agents  based upon  refunded  premiums may be
recovered.

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

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

LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

ACCOUNTING AND ACTUARIAL EXPERTS

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

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

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


                                       21
<PAGE>


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.


MANAGEMENT

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


<TABLE>
<CAPTION>
NAME AND PRINCIPAL             BUSINESS EXPERIENCE
BUSINESS ADDRESS               WITHIN PAST FIVE YEARS
- ----------------               ----------------------
DIRECTORS
<S>                            <C>
Michel Beaulieu..............  Director of Equitable  Variable since February 1992.  Senior Vice  President,  Equitable,  since
                               September  1991;  prior thereto,  Chief Life Actuary AXA group 1989 to 1991;  Managing  Director
                               Blondeau & CIE (France) 1986 to 1989. Director, Equity & Law (London).

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

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

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

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

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

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

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

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


                                       22
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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


                                       23
<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  hypothetical  Incentive Life
policies  could vary over time if the  divisions  of our  Separate  Account  had
CONSTANT  hypothetical gross annual investment returns of 0%, 6% or 12% over the
years covered by each table. Actual policy benefits will differ from those shown
in the  tables if the annual  investment  returns  AVERAGE  0%, 6% or 12% over a
period of years but go above or below those figures in individual  policy years.
Actual policy benefits will also differ,  depending on your premium  allocations
to each division,  if the overall actual rates of return averaged 0%, 6% or 12%,
but went above or below those figures for the individual  investment  divisions.
The tables are for a 40 year old standard risk male non-smoker.  Planned premium
payments of $3,000 for an initial Face Amount of $200,000 are assumed to be paid
at the beginning of each policy year. The difference  between the Policy Account
and the Cash  Surrender  Values in the first ten years is the surrender  charge.
See SURRENDER Charge on page 14.

The tables  illustrate  cost of  insurance  and  expense  charges  (policy  cost
factors) at both the current  rates and at the maximum  rates  guaranteed in the
policies.  Beginning  in year  eleven,  the  current  charges  reflect the lower
current cost of insurance rates applicable to policies in effect for longer than
ten policy  years.  The amounts  shown at the end of each policy year  reflect a
daily  charge  against the  Separate  Account  investment  divisions of .60% for
mortality and expense risks, .50% for investment  management and .10% for direct
Trust  expenses.  The assumption for investment  management fees is no less than
the average of the  effective  annual  advisory  fees  applicable  to each Trust
portfolio  during  1993  and the  maximum  advisory  fee for  the  Equity  Index
Portfolio.  The charge  reflected for direct Trust  expenses is no less than the
aggregate actual charges incurred by the portfolios of the Trust as a percentage
of aggregate  average  daily Trust net assets  during 1993.  The effect of these
adjustments is that on a 0% gross rate of return the net rate of return would be
- -1.20%,  on 6% it would be  4.73%,  and on 12% it  would  be  10.66%.  Remember,
however,  that  investment  management  fees and direct Trust  expenses  vary by
portfolio. See THE TRUST'S INVESTMENT ADVISER on page 4.

The Tables assume an initial administrative charge of $250 and an applicable tax
rate of 2% of premiums for the deduction for premium taxes. There are tables for
both  death  benefit  Option A and  death  benefit  Option B and each  option is
illustrated using current and guaranteed policy cost factors. The current tables
assume  that the  monthly  administrative  charge  remains  constant  at $6. The
guaranteed  tables assume that the monthly charge is $6 in the first year and $8
thereafter.  The tables  reflect the fact that no charge is  currently  made for
Federal taxes. If a charge is made for those taxes in the future, it will take a
higher rate of return to produce after-tax returns of 0%, 6% or 12%.

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

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

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


                                       24
<PAGE>


                                 INCENTIVE LIFE

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $3,000                              INITIAL FACE AMOUNT $200,000
                                   MALE AGE 40
                                    NON-SMOKER            DEATH BENEFIT OPTION A
                            ASSUMING CURRENT CHARGES


<TABLE>
<CAPTION>
                                    DEATH BENEFIT(2)                  POLICY ACCOUNT(2)              CASH SURRENDER VALUE(2)
                              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         $  3,150     $200,000   $200,000   $200,000     $ 2,223   $  2,369   $  2,515     $ 1,474   $  1,620   $  1,766
      2            6,458      200,000    200,000    200,000       4,648      5,093      5,555       3,629      4,074      4,536
      3            9,930      200,000    200,000    200,000       7,016      7,918      8,892       5,876      6,778      7,752
      4           13,577      200,000    200,000    200,000       9,332     10,853     12,563       8,192      9,713     11,423
      5           17,406      200,000    200,000    200,000      11,593     13,901     16,599      10,453     12,761     15,459

      6           21,426      200,000    200,000    200,000      13,800     17,068     21,044      12,660     15,928     19,904
      7           25,647      200,000    200,000    200,000      15,930     20,337     25,919      15,018     19,425     25,007
      8           30,080      200,000    200,000    200,000      17,986     23,716     31,275      17,302     23,032     30,591
      9           34,734      200,000    200,000    200,000      19,976     27,219     37,174      19,520     26,763     36,718
     10           39,620      200,000    200,000    200,000      21,899     30,850     43,677      21,671     30,622     43,449

     15           67,972      200,000    200,000    200,000      31,113     51,852     88,626      31,113     51,852     88,626

     20          104,158      200,000    200,000    220,001      39,113     78,063    164,180      39,113     78,063    164,180

 25 (age 65)    $150,340     $200,000   $200,000   $353,037     $44,977   $110,499   $289,375     $44,977   $110,499   $289,375

<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                               INTERNAL RATE OF RETURN            INTERNAL RATE OF RETURN
                               ON CASH SURRENDER VALUES               ON DEATH BENEFIT
                              ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS
   END OF                      ANNUAL RATE OF RETURN OF           ANNUAL RATE OF RETURN OF
   POLICY      ACCUMULATED    ---------------------------     ---------------------------------
    YEAR       PREMIUMS(1)       0%        6%       12%          0%          6%          12%
   ------      -----------    -------   -------   -------     ---------   ---------   ---------
<S>             <C>           <C>       <C>       <C>         <C>         <C>         <C>
      1         $  3,150      -50.85%   -46.00%   -41.14%     6,566.67%   6,566.67%   6,566.67%
      2            6,458      -29.18    -23.19    -17.25        668.03      668.03      668.03
      3            9,930      -19.85    -13.52     -7.28        267.20      267.20      267.20
      4           13,577      -14.70     -8.28     -1.96        153.63      153.63      153.63
      5           17,406      -11.81     -5.34      1.01        103.51      103.51      103.51

      6           21,426       -9.98     -3.48      2.88        76.08        76.08       76.08
      7           25,647       -8.39     -1.95      4.37        59.05        59.05       59.05
      8           30,080       -7.33     -0.92      5.37        47.57        47.57       47.57
      9           34,734       -6.57     -0.18      6.09        39.36        39.36       39.36
     10           39,620       -6.01      0.37      6.64        33.24        33.24       33.24

     15           67,972       -4.77      1.75      8.08        17.17        17.17       17.17

     20          104,158       -4.28      2.44      8.85        10.46        10.46       11.23

 25 (age 65)    $150,340       -4.21%     2.86%     9.28%        6.90%        6.90%      10.53%

<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>


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

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE VALUES FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE VALUES
FOR A  POLICY  WOULD  ALSO BE  DIFFERENT  FROM  THOSE  SHOWN,  DEPENDING  ON THE
INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE SEPARATE ACCOUNT
AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF THE ACTUAL RATES
OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 6% OR 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS.  NO REPRESENTATIONS CAN BE
MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.


                                       25
<PAGE>


                                 INCENTIVE LIFE

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $3,000                              INITIAL FACE AMOUNT $200,000
                                   MALE AGE 40
                                   NON-SMOKER             DEATH BENEFIT OPTION A
                           ASSUMING GUARANTEED CHARGES


<TABLE>
<CAPTION>
                                    DEATH BENEFIT(2)                  POLICY ACCOUNT(2)              CASH SURRENDER VALUE(2)
                              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         $  3,150     $200,000   $200,000   $200,000     $ 2,223   $ 2,369    $  2,515     $ 1,474   $ 1,620    $  1,766
      2            6,458      200,000    200,000    200,000       4,368     4,804       5,258       3,349     3,785       4,239
      3            9,930      200,000    200,000    200,000       6,440     7,307       8,247       5,300     6,167       7,107
      4           13,577      200,000    200,000    200,000       8,436     9,878      11,504       7,296     8,738      10,364
      5           17,406      200,000    200,000    200,000      10,356    12,520      15,060       9,216    11,380      13,920

      6           21,426      200,000    200,000    200,000      12,193    15,229      18,943      11,053    14,089      17,803
      7           25,647      200,000    200,000    200,000      13,948    18,011      23,189      13,036    17,099      22,277
      8           30,080      200,000    200,000    200,000      15,618    20,865      27,838      14,934    20,181      27,154
      9           34,734      200,000    200,000    200,000      17,199    23,792      32,933      16,743    23,336      32,477
     10           39,620      200,000    200,000    200,000      18,685    26,792      38,523      18,457    26,564      38,295

     15           67,972      200,000    200,000    200,000      24,383    42,756      76,001      24,383    42,756      76,001

     20          104,158      200,000    200,000    200,000      26,069    59,873     137,900      26,069    59,873     137,900

 25 (age 65)    $150,340     $200,000   $200,000   $295,407     $21,697   $77,659    $242,137     $21,697   $77,659    $242,137

<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                               INTERNAL RATE OF RETURN            INTERNAL RATE OF RETURN
                               ON CASH SURRENDER VALUES               ON DEATH BENEFIT
                              ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS
   END OF                      ANNUAL RATE OF RETURN OF           ANNUAL RATE OF RETURN OF
   POLICY      ACCUMULATED    ---------------------------     ---------------------------------
    YEAR       PREMIUMS(1)       0%        6%       12%          0%          6%          12%
   ------      -----------    -------   -------   -------     ---------   ---------   ---------
<S>             <C>           <C>       <C>       <C>         <C>         <C>         <C>
      1         $  3,150      -50.85%   -46.00%   -41.14%     6,566.67%   6,566.67%   6,566.67%
      2            6,458      -33.11    -27.05    -21.04        668.03      668.03      668.03
      3            9,930      -24.23    -17.74    -11.35        267.20      267.20      267.20
      4           13,577      -18.94    -12.29     -5.78        153.63      153.63      153.63
      5           17,406      -15.82     -9.07     -2.48        103.51      103.51      103.51

      6           21,426      -13.80     -6.96     -0.31         76.08       76.08       76.08
      7           25,647      -11.95     -5.14      1.48         59.05       59.05       59.05
      8           30,080      -10.67     -3.87      2.74         47.57       47.57       47.57
      9           34,734       -9.75     -2.93      3.67         39.36       39.36       39.36
     10           39,620       -9.07     -2.22      4.39         33.24       33.24       33.24

     15           67,972       -8.14     -0.64      6.31         17.17       17.17       17.17

     20          104,158       -8.84     -0.02      7.39         10.46       10.46       10.46

 25 (age 65)    $150,340      -11.66%     0.27%     8.14%         6.90%       6.90%       9.41%

<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>


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

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE VALUES FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE VALUES
FOR A  POLICY  WOULD  ALSO BE  DIFFERENT  FROM  THOSE  SHOWN,  DEPENDING  ON THE
INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE SEPARATE ACCOUNT
AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF THE ACTUAL RATES
OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 6% OR 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS.  NO REPRESENTATIONS CAN BE
MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.


                                       26
<PAGE>


                                 INCENTIVE LIFE

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $3,000                              INITIAL FACE AMOUNT $200,000
                                   MALE AGE 40
                                   NON-SMOKER             DEATH BENEFIT OPTION B
                            ASSUMING CURRENT CHARGES




<TABLE>
<CAPTION>
                                   DEATH BENEFIT(2)                  POLICY ACCOUNT(2)               CASH SURRENDER VALUE(2)
                              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         $  3,150     $202,219   $202,364   $202,510     $ 2,219   $  2,364   $  2,510     $ 1,470   $  1,615   $  1,761
      2            6,458      204,634    205,077    205,538       4,634      5,077      5,538       3,615      4,058      4,519
      3            9,930      206,987    207,884    208,854       6,987      7,884      8,854       5,847      6,744      7,714
      4           13,577      209,281    210,793    212,491       9,281     10,793     12,491       8,141      9,653     11,351
      5           17,406      211,513    213,802    216,477      11,513     13,802     16,477      10,373     12,662     15,337

      6           21,426      213,684    216,919    220,853      13,684     16,919     20,853      12,544     15,779     19,713
      7           25,647      215,767    220,120    225,630      15,767     20,120     25,630      14,855     19,208     24,718
      8           30,080      217,766    223,411    230,853      17,766     23,411     30,853      17,082     22,727     30,169
      9           34,734      219,687    226,802    236,575      19,687     26,801     36,575      19,231     26,346     36,119
     10           39,620      221,528    230,294    242,847      21,528     30,294     42,847      21,300     30,066     42,619

     15           67,972      230,213    250,198    285,575      30,213     50,198     85,575      30,213     50,198     85,575

     20          104,158      237,352    274,100    355,145      37,352     74,100    155,145      37,352     74,100    155,145

 25 (age 65)    $150,340     $241,716   $301,502   $467,469     $41,716   $101,502   $267,469     $41,716   $101,502   $267,469

<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                               INTERNAL RATE OF RETURN            INTERNAL RATE OF RETURN
                               ON CASH SURRENDER VALUES               ON DEATH BENEFIT
                              ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS
   END OF                      ANNUAL RATE OF RETURN OF           ANNUAL RATE OF RETURN OF
   POLICY      ACCUMULATED    ---------------------------     ---------------------------------
    YEAR       PREMIUMS(1)       0%        6%       12%          0%          6%          12%
   ------      -----------    -------   -------   -------     ---------   ---------   ---------
<S>             <C>           <C>       <C>       <C>         <C>         <C>         <C>
      1         $  3,150     -51.00%    -46.16%   -41.31%     6,640.62%   6,645.47%   6,650.32%
      2            6,458     -29.37     -23.40    -17.47        677.41      678.31      679.23
      3            9,930     -20.07     -13.75     -7.52        271.92      272.51      273.16
      4           13,577     -14.93      -8.52     -2.21        156.99      157.52      158.12
      5           17,406     -12.05      -5.60      0.74        106.25      106.78      107.39

      6           21,426     -10.24      -3.75      2.60         78.47       79.02       79.67
      7           25,647      -8.67      -2.23      4.08         61.22       61.79       62.51
      8           30,080      -7.62      -1.21      5.07         49.58       50.19       50.97
      9           34,734      -6.88      -0.49      5.77         41.25       41.90       42.75
     10           39,620      -6.34       0.04      6.30         35.03       35.72       36.66

     15           67,972      -5.17       1.35      7.68         18.70       19.61       21.05

     20          104,158      -4.77       1.97      8.38         11.84       12.99       15.04

 25 (age 65)    $150,340      -4.88%      2.25%     8.78%         8.13%       9.54%      12.26%

<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>


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

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE VALUES FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE VALUES
FOR A  POLICY  WOULD  ALSO BE  DIFFERENT  FROM  THOSE  SHOWN,  DEPENDING  ON THE
INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE SEPARATE ACCOUNT
AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF THE ACTUAL RATES
OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 6% OR 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS.  NO REPRESENTATIONS CAN BE
MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.


                                       27
<PAGE>


                                 INCENTIVE LIFE

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PLANNED PREMIUM $3,000                              INITIAL FACE AMOUNT $200,000
                                   MALE AGE 40
                                   NON-SMOKER             DEATH BENEFIT OPTION B
                           ASSUMING GUARANTEED CHARGES




<TABLE>
<CAPTION>
                                   DEATH BENEFIT(2)                  POLICY ACCOUNT(2)               CASH SURRENDER VALUE(2)
                              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         $  3,150     $202,219   $202,364   $202,510     $ 2,219   $ 2,364    $  2,510     $ 1,470   $ 1,615    $  1,761
      2            6,458      204,348    204,782    205,234       4,348     4,782       5,234       3,329     3,763       4,215
      3            9,930      206,396    207,257    208,189       6,396     7,257       8,189       5,256     6,117       7,049
      4           13,577      208,358    209,785    211,394       8,358     9,785      11,394       7,218     8,645      10,254
      5           17,406      210,233    212,367    214,873      10,233    12,367      14,873       9,093    11,227      13,733

      6           21,426      212,014    214,998    218,646      12,014    14,998      18,646      10,874    13,858      17,506
      7           25,647      213,700    217,677    222,744      13,700    17,677      22,744      12,788    16,765      21,832
      8           30,080      215,286    220,401    227,194      15,286    20,401      27,194      14,602    19,717      26,510
      9           34,734      216,768    223,166    232,028      16,768    23,166      32,028      16,312    22,710      31,572
     10           39,620      218,139    225,965    237,277      18,139    25,965      37,277      17,911    25,737      37,049

     15           67,972      222,944    240,071    270,986      22,944    40,071      70,986      22,944    40,071      70,986

     20          104,158      223,042    252,752    321,068      23,042    52,752     121,068      23,042    52,752     121,068

 25 (age 65)    $150,340     $216,376   $260,970   $395,276     $16,376   $60,970    $195,276     $16,376   $60,970    $195,276

<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                               INTERNAL RATE OF RETURN            INTERNAL RATE OF RETURN
                               ON CASH SURRENDER VALUES               ON DEATH BENEFIT
                              ASSUMING HYPOTHETICAL GROSS        ASSUMING HYPOTHETICAL GROSS
   END OF                      ANNUAL RATE OF RETURN OF           ANNUAL RATE OF RETURN OF
   POLICY      ACCUMULATED    ---------------------------     ---------------------------------
    YEAR       PREMIUMS(1)      0%         6%       12%          0%          6%          12%
   ------      -----------    -------   -------   -------     ---------   ---------   ---------
<S>             <C>           <C>       <C>       <C>         <C>         <C>         <C>
      1         $  3,150     -51.00%    -46.16%   -41.31%     6,640.62%   6,645.47%   6,650.32%
      2            6,458     -33.39     -27.35    -21.35        676.84      677.71      678.62
      3            9,930     -24.58     -18.11    -11.73        271.52      272.10      272.72
      4           13,577     -19.33     -12.70     -6.19        156.66      157.16      157.73
      5           17,406     -16.24      -9.51     -2.93        105.95      106.45      107.02

      6           21,426     -14.25      -7.43     -0.79         78.19       78.70       79.31
      7           25,647     -12.43      -5.63      0.97         60.95       61.47       62.14
      8           30,080     -11.18      -4.39      2.21         49.31       49.86       50.59
      9           34,734     -10.29      -3.48      3.11         40.98       41.57       42.36
     10           39,620      -9.65      -2.81      3.80         34.76       35.38       36.25

     15           67,972      -9.01      -1.46      5.51         18.35       19.16       20.48

     20          104,158     -10.36      -1.24      6.29         11.34       12.34       14.24

 25 (age 65)    $150,340     -15.27%     -1.63%     6.74%         7.41%       8.62%      11.23%

<FN>
(1) Assumes net interest of 5% compounded annually.
(2) Assumes no policy loan has been made.
</FN>
</TABLE>


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

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE VALUES FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE VALUES
FOR A  POLICY  WOULD  ALSO BE  DIFFERENT  FROM  THOSE  SHOWN,  DEPENDING  ON THE
INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE SEPARATE ACCOUNT
AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF THE ACTUAL RATES
OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 6% OR 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS.  NO REPRESENTATIONS CAN BE
MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.


                                       28
<PAGE>


                                                                      APPENDIX A

COMMUNICATING PERFORMANCE DATA

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

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

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

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


LONG-TERM MARKET TRENDS

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following chart presents historical return trends
for various types of securities.  The information presented,  while not directly
related to the performance of the investment  divisions of the Separate  Account
or the Trust  portfolios,  may help to provide a  perspective  on the  potential
returns of different asset classes over different  periods of time. By combining
this  information  with your knowledge of your own financial  needs,  you may be
able to better determine how you wish to allocate your Incentive Life premiums.

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

The chart on page A-2  illustrates  the average annual  compound rates of return
over selected time periods  between  December 31, 1925 and December 31, 1993 for
common  stocks,   long-term   government  bonds,   long-term   corporate  bonds,
intermediate-term  government bonds and Treasury Bills. The Consumer Price Index
is shown as a measure of inflation for comparison  purposes.  The average annual
returns assume the reinvestment of dividends, capital gains and interest.

The  information  presented  is an  historical  record  of  unmanaged  groups of
securities  and is neither an estimate  nor a guarantee  of future  results.  In
addition,  investment management fees and expenses and charges associated with a
variable life insurance policy, are not reflected.

The rates of return illustrated do not represent returns of the Separate Account
or the Trust and do not constitute a representation  that the performance of the
investment  divisions of the Separate  Account or the Trust will  correspond  to
rates of  return  such as those  illustrated  in the  chart.  For a  comparative
illustration of performance  results of The Hudson River Trust,  see page A-1 of
the Trust's prospectus.


                                      A-1
<PAGE>


                         AVERAGE ANNUAL RATES OF RETURN
<TABLE>
<CAPTION>
                                                                   INTER-
                                     LONG-TERM     LONG-TERM      MEDIATE-       U.S.       CONSUMER
                        COMMON         GOVT.       CORPORATE     TERM GOVT.     TREAS.       PRICE
                        STOCKS         BONDS         BONDS         BONDS        BILLS        INDEX
                        ------         -----         -----         -----        -----        -----
FOR THE
FOLLOWING
PERIODS ENDING
12/31/93:
- --------
<S>                     <C>           <C>           <C>           <C>           <C>          <C> 
 1 year ..........       9.99%        18.24%        13.19%        11.24%        2.90%        3.00%
 3 years .........      15.63         15.08         14.07         11.25         3.99         2.99
 5 years .........      14.50         13.84         13.00         11.35         5.61         3.94
10 years .........      14.94         14.41         14.00         11.43         6.35         3.73
20 years .........      12.76         10.10         10.16          9.85         7.49         5.92
30 years .........      10.46          7.37          7.69          8.17         6.65         5.32
40 years .........      11.80          6.01          6.43          6.80         5.55         4.32
50 years .........      12.30          5.21          5.57          5.74         4.61         4.35
60 years .........      11.42          5.11          5.54          5.43         3.86         4.10
Since 1926 .......      10.33          5.02          5.59          5.25         3.69         3.13
Inflation Adjusted
Since 1926 .......       6.98          1.83          2.38          2.06         0.54           N/A
- ----------
<FN>
*Source:  Ibbotson,  Roger G. and Rex A. Sinquefield,  STOCKS, BONDS, BILLS, AND
 INFLATION (SBBI),  1982,  updated in STOCKS,  BONDS,  BILLS, AND INFLATION 1994
 YEARBOOK(TM), Ibbotson Associates, Inc., Chicago. All rights reserved.

 Common Stocks (S&P  500)--Standard  and Poor's  Composite  Index,  an unmanaged
 weighted  index of the stock  performance  of 500  industrial,  transportation,
 utility and financial companies.

 Long-term  Government  Bonds--Measured  using a one-bond portfolio  constructed
 each year  containing a bond with  approximately  a twenty year  maturity and a
 reasonably current coupon.

 Long-term Corporate Bonds--For the period 1969-1993, represented by the Salomon
 Brothers Long-Term,  High-Grade Corporate Bond Index; for the period 1946-1968,
 the Salomon Brothers' Index was backdated using Salomon Brothers' monthly yield
 data and a methodology  similar to that used by Salomon for 1969-1993;  for the
 period  1926-1945,   the  Standard  and  Poor's  monthly  High-Grade  Corporate
 Composite  yield data were used,  assuming a 4 percent coupon and a twenty year
 maturity.

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

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

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


                                      A-2
<PAGE>


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




- --------------------------------------------------------------------------------
VM 485
HRT 102 (5/90)
- --------------------------------------------------------------------------------


                                                                 ---------------
                                                                    BULK RATE
                                                                   U.S. POSTAGE
                                                                      PAID
Mailing Address:                                                  NEW YORK, N.Y.
2 Penn Plaza                                                     PERMIT NO. 8048
New York, New York 10121                                         ---------------
ADDRESS CORRECTION REQUESTED
RETURN POSTAGE GUARANTEED



<PAGE>

                                     PART II

                   REPRESENTATION REGARDING REASONABLENESS OF
                        AGGREGATE POLICY FEES AND CHARGES

   
Equitable represents that the fees and charges deducted under the Policies
described in this Registration Statement, in the aggregate, are reasonable in
relation to the services rendered, the expenses to be incurred, and the risks
assumed by Equitable under the Policies, Equitable bases its representation on
its assessment of all of the facts and circumstances, including such relevant
factors as: the nature and extent of such services, expenses and risks, the need
for Equitable to earn a profit, the degree to which the Policies include
innovative features, and regulatory standards for the grant of exemptive relief
under the Investment Company Act of 1940 used prior to October 1996, including
the range of industry practice. This representation applies to all policies sold
pursuant to this Registration Statement, including those sold on the terms
specifically described in the prospectuses contained herein, or any variations
therein, based on supplements, data pages or riders to any policies or
prospectuses, or otherwise.
    


                       CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following papers and documents:

The facing sheet.

   
Reconciliation and Tie, previously filed with this Registration Statement
File No. 333-17669 on December 11, 1996.

The Supplement dated May 1, 1998 consisting of 86 pages.
    

The Prospectus of Equitable Variable dated May 1, 1994 consisting of 65 pages.

Representation regarding reasonableness of aggregate policy fees and charges.

Undertaking to file reports, previously filed with this Registration Statement
File No. 333-17669 on December 11, 1996.

Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933,
previously filed with this Registration Statement File No. 333-17669 on 
December 11,1996.

The signatures.

Written Consents of the following persons:

   
Independent Public Accountants (see exhibit 6)
    

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

<S>      <C>               <C>

         1-A(1)(a)(i)      Certified resolutions re Authority to Market Variable Life Insurance
                           and Establish Separate Accounts, previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(2)            Inapplicable.

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



</TABLE>
                                      II-1
<PAGE>

<TABLE>
<CAPTION>

<S>      <C>               <C>

         1-A(3)(b)         Broker-Dealer and General Agent Sales Agreement, previously
                           filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

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

         1-A(4)            Inapplicable.

         1-A(5)(a)(i)      Flexible Premium Life Insurance Policy (85-300),
                           previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(a)(ii)     Flexible Premium Life Insurance Policy (88-300),
                           previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(b)         Name Change Endorsement (S97-1),
                           previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(c)         Accidental Death Benefit Rider (R85-401),
                           including state variation, previously filed
                           with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(d)         Term Insurance Rider (R85-403), including
                           state variation, previously filed with
                           this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(e)         Children's Term Insurance Rider (R85-404),
                           including state variations, previously filed
                           with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(f)         Exchange Privilege Rider (R85-405), including
                           state variations, previously filed with
                           this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(g)         Limitation on Amount of Insurance Rider (85-406),
                           previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(h)         Disability Rider - Waiver of Monthly Deductions,
                           including state variations (R85-408), previously filed with
                           this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(i)         Universal Life Exchange Program Riders,
                           previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(j)         Pro Rata Surrender Charge Endorsement (S.87-289),
                           previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(k)         Premium Tax Endorsement (S.88-294), previously filed
                           with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(l)         Monthly Cost of Insurance Endorsement
                           (S.88-295, Non-Smoker, Standard Risk),
                           previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.


</TABLE>


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

         1-A(5)(m)         Asset Allocation Endorsement (S.89-301),
                           previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

         1-A(5)(n)         Guaranteed Interest Division Transfer Endorsement (S.89-303)
                           and Guaranteed Interest Division Transfer
                           Rider (R.89-303) for use with Policy No. 85-300 (Investment Options Rider),
                           previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

        1-A(5)(o)          Accelerated Death Benefit Rider, previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996

        1-A(5)(p)          Free Look Rider, previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996

   
        1-A(6)(a)          Declaration and Charter of Equitable, as amended January 1, 1997, previously filed with this 
                           Registration Statement File No. 333-17669 on April 30, 1997.

        1-A(6)(b)          By-Laws of Equitable, as amended November 21, 1996, previously filed with this 
                           Registration Statement File No. 333-17669 on April 30, 1997.
    

        1-A(7)             Inapplicable.

        1-A(8)             Distribution and Servicing Agreement among EQ
                           Financial Consultants (formerly known as Equico
                           Securities, Inc.), Equitable and Equitable
                           Variable dated as of May 1,1994, previously filed
                           with this Registration Statement File No.
                           333-17669 on December 11, 1996.

        1-A(8)(i)          Schedule of Commissions, previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

        1-A(9)(a)          Agreement and Plan of Merger of Equitable
                           Variable with and into Equitable dated
                           September 19, 1996, previously filed with
                           this Registration Statement File No.
                           333-17669 on December 11, 1996.

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

Other Exhibits:

        1-A(10)(a)         Application EV4-200T, previously filed with this Registration Statement File No.
                           333-17669 on December 11, 1996.

        1-A(10)(b)         The Universal Life Exchange Program Application, previously filed with this Registration
                           Statement File No. 333-17669 on December 11, 1996.

        2(a)(i)            Opinion and Consent of Mary P. Breen, Vice President
                           and Associate General Counsel of Equitable, previously filed with this Registration
                           Statement File No. 333-17669 on December 11, 1996.

   
        2(a)(ii)           Opinion and Consent of Mary P. Breen, Vice President and Associate General
                           Counsel of Equitable, previously filed with this Registration Statement File 
                           No. 333-17669 on April 30, 1997.
    

</TABLE>


                                      II-3
<PAGE>
<TABLE>
<CAPTION>


<S>      <C>               <C>

        2(b)(i)            Opinion and Consent, dated April 24, 1995, of
                           Barbara Fraser, F.S.A., M.A.A.A., Vice
                           President of Equitable, previously filed with
                           this Registration Statement File No.
                           333-17669 on December 11, 1996.

        2(b)(ii)           Opinion and Consent, dated April 26, 1994, of
                           Barbara Fraser, F.S.A., M.A.A.A., Vice
                           President of Equitable, previously filed with
                           this Registration Statement File No.
                           333-17669 on December 11, 1996.

        2(b)(iii)          Consent dated December 9, 1996 of Barbara Fraser, F.S.A., M.A.A.A.,
                           Vice President of Equitable, relating to
                           Exhibits 2(b)(i) and 2(b)(ii), previously filed
                           with this Registration Statement File No. 333-17669
                           on December 11, 1996.

        3                  Inapplicable.

        4                  Inapplicable.

   
    

        6                  Consent of Independent Public Accountant.
   

        7                  Powers of Attorney. 


        8                  Description of Equitable's Issuance, Transfer and Redemption Procedures for Policies
                           pursuant to Rule 6e-3(T)(b)(12)(iii) under the Investment Company Act of 1940,
                           previously filed with this Registration Statement File No. 333-17669 on December 11, 1996.


     


</TABLE>

                                      II-4
<PAGE>




                                   SIGNATURES

   
      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all the requirements for effectiveness of this amendment
to the Registration Statement pursuant to paragraph (b) of Rule 485 under the
Securities Act of 1933 and has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, in the City and
State of New York, on the 27th day of April, 1998.

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

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



                                     By:   /s/ Judy A. Faucett
                                           ------------------------------
                                              (Judy A. Faucett)
                                               Senior Vice President



Attest:  /s/ Linda Galasso
        ------------------------
            (Linda Galasso)
             Assistant Secretary
             April 27, 1998


                                      II-5
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Depositor
certifies that it meets all the requirements for effectiveness of this amendment
to the Registration Statement pursuant to paragraph (b) of Rule 485 under the
Securities Act of 1933 and it has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and State of New York, on the 27th day of April, 1998.

                                            THE EQUITABLE LIFE ASSURANCE
                                            SOCIETY OF THE UNITED STATES


                                            By:  /s/ Judy A. Faucett
                                                --------------------------------
                                                    (Judy A. Faucett)
                                                     Senior Vice President

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


PRINCIPAL EXECUTIVE OFFICERS:

*Edward D. Miller                   Chairman of the Board and
                                    Chief Executive Officer

*Michael Hegarty                    President and Chief Operating Officer

PRINCIPAL FINANCIAL OFFICER:

*Stanley B. Tulin                   Vice Chairman of the Board
                                    and Chief Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

/s/ Alvin H. Fenichel
- --------------------------
    Alvin H. Fenichel               Senior Vice President and Controller
    April 27, 1998


*DIRECTORS:


Francoise Colloc'h      Donald J. Greene               George T. Lowy           
Henri de Castries       John T. Hartley                Edward D. Miller         
Joseph L. Dionne        John H.F. Haskell, Jr.         Didier Pineau-Valencienne
Denis Duverne           Michael Hegarty                George J. Sella, Jr.     
William T. Esrey        Mary R. (Nina) Henderson       Stanley B. Tulin         
Jean-Rene Fourtou       W. Edwin Jarmain               Dave H. Williams         
Norman C. Francis       G. Donald Johnston, Jr.



*By:  /s/ Judy A. Faucett
     -----------------------
         (Judy A. Faucett)
          Attorney-in-Fact
          April 27, 1998


                                      II-6
<PAGE>
    

<TABLE>
<CAPTION>

                                  EXHIBIT INDEX


EXHIBIT NO.                                                                                    TAG VALUE
- -----------                                                                                    ---------
<S>                    <C>                                                                     <C>

   

6                      Consent of Independent Public Accountant.                               EX-99.6 CONSENT

7                      Powers of Attorney.                                                     EX-99.7 POW ATTY

    

</TABLE>



                                      II-7




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in the Prospectus Supplement constituting part of
this Post-Effective Amendment No. 2 to the Registration Statement No. 333-17669
on Form S-6 of (1) our report dated February 10, 1998 relating to the financial
statements of The Equitable Life Assurance Society of the United States Separate
Account FP for the year ended December 31, 1997, and (2) our report dated
February 10, 1998 relating to the consolidated financial statements of The
Equitable Life Assurance Society of the United States for the year ended
December 31, 1997, which reports appear in such Prospectus Supplement. We also
consent to the reference to us under the heading "Financial Statements" in the
Prospectus Supplement.

/s/ Price Waterhouse LLP
- ------------------------
    Price Waterhouse LLP
    New York, New York
    April 27, 1998



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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 20th day of February, 1998




                                            /s/ Francoise Colloc'h
                                            ----------------------









59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 2nd day of March, 1998



                                                     /s/ Henri de Castries
                                                     ---------------------








59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998



                                                     /s/ Joseph L. Dionne
                                                     --------------------









59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998



                                                /s/ Denis Duverne
                                                -----------------









59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998



                                                     /s/ William T. Esrey
                                                     --------------------
                                                      William T. Esrey








59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 23th day of February, 1998



                                                     /s/ Jean-Rene Fourtou
                                                     ---------------------









59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998



                                                     /s/ Norman C. Francis
                                                     ---------------------








59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998



                                                     /s/ Donald J. Greene
                                                     --------------------









59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998



                                                     /s/ John T. Hartley
                                                     -------------------








59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998



                                               /s/ John H.F. Haskell, Jr.
                                               --------------------------








59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 26th day of January, 1998



                                               /s/ Michael Hegarty
                                               -------------------









59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998



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









59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 29th day of January, 1998



                                                     /s/ W. Edwin Jarmain
                                                     --------------------








59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 2nd day of February, 1998



                                          /s/ G. Donald Johnston, Jr.
                                          ---------------------------










59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998


                                                     /s/ George T. Lowy
                                                     ------------------










59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998



                                                     /s/ Edward D. Miller
                                                     --------------------









59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 17th day of February, 1998



                                             /s/ Didier Pineau-Valencienne
                                             -----------------------------









59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 4th day of February, 1998



                                                     /s/ George J. Sella Jr.
                                                     -----------------------









59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998


                                                     /s/ Stanley B. Tulin
                                                     --------------------










59838


<PAGE>




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of February, 1998


                                                     /s/ Dave H. Williams
                                                     --------------------










59838




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