SEPARATE ACCOUNT FP OF EQUITABLE LIFE ASSUR SOC OF THE US
485BPOS, 1999-10-18
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                                                     Registration No. 333-17641
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                        POST-EFFECTIVE AMENDMENT NO. 7 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:


      BETH N. LOWSON, ESQ.                           with a copy to:
            Counsel                               Thomas C. Lauerman, Esq.
 The Equitable Life Assurance                Freedman, Levy, Kroll & Simonds
 Society of the United States           1050 Connecticut Avenue, N.W., Suite 825
 1290 Avenue of the Americas                     Washington, D.C. 20036
   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):

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

_____ on (date) pursuant to paragraph (b) of Rule 485

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

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



<PAGE>


                                      NOTE

This Post-Effective Amendment No. 7 ("PEA") to the Form S-6 Registration
Statement No. 333-17641 ("Registration Statement") of The Equitable Life
Assurance Society of the United States ("Equitable Life") and its Separate
Account FP is being filed for the purpose of including in this Registration
Statement the Survivorship 2000 Prospectus dated October 18, 1999 (Merrill
Lynch/First Union version) and the Survivorship Incentive Life Prospectus dated
October 18, 1999 (Merrill Lynch/First Union version). Both prospectuses are for
use in the wholesale channel and contain a new version of Separate Account FP
financial statements. Other than as set forth herein, the PEA does not amend or
delete any Survivorship Incentive Life or Survivorship 2000 Prospectus, dated
May 1, 1999 or August 1, 1999, the prospectus supplements dated May 1, 1999 or
August 30, 1999, or any other part of the Registration Statement.


<PAGE>

  Survivorship 2000
  A flexible premium "second-to-die"
  variable life insurance policy

  Please read this prospectus and keep it for future reference. It contains
  important information that you should know before purchasing, or taking any
  other action under a policy. Also, at the end of this prospectus you will find
  attached the prospectus for EQ Advisors Trust, which contains important
  information about its Portfolios.

  PROSPECTUS DATED OCTOBER 18, 1999

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  This prospectus describes many aspects of a Survivorship 2000 policy, but is
  not itself a policy. The policy is the actual contract that determines your
  benefits and obligations under Survivorship 2000. To make this prospectus
  easier to read, we sometimes use different words than the policy. Equitable
  Life or your registered representative can provide any further explanation
  about your policy.

  WHAT IS SURVIVORSHIP 2000?

  Survivorship 2000 is issued by Equitable Life. It provides life insurance
  coverage, plus the opportunity for you to earn a return in our guaranteed
  interest option and/or one or more of the following variable investment
  options:

  Variable investment options:
  o Alliance Money Market                    o Lazard Small Cap Value
  o Alliance High Yield                      o Merrill Lynch Basic Value
  o Alliance Common Stock                      Equity
  o Alliance Aggressive Stock                o Merrill Lynch World Strategy
  o Alliance Small Cap Growth                o MFS Growth with Income
  o EQ/Alliance Premier Growth               o MFS Research
  o BT Equity 500 Index                      o MFS Emerging Growth
  o BT Small Company Index                     Companies
  o BT International Equity Index            o Morgan Stanley Emerging
  o Capital Guardian U.S. Equity               Markets Equity
  o Capital Guardian Research                o EQ/Putnam Growth & Income
  o Capital Guardian International             Value
  o EQ/Evergreen                             o EQ/Putnam Investors Growth
  o EQ/Evergreen Foundation                  o EQ/Putnam International
  o JPM Core Bond                              Equity
  o Lazard Large Cap Value

  Amounts that you allocate under your policy to any of the variable investment
  options are invested in a corresponding "Portfolio" that is part of EQ
  Advisors Trust, a mutual fund. Your investment results in a variable
  investment option will depend on those of the related Portfolio. Any gains
  will generally be tax deferred and the life insurance benefits we pay if the
  policy's surviving insured person dies will generally be income tax free.

  OTHER CHOICES YOU HAVE. You have considerable flexibility to tailor the policy
  to your needs. For example, subject to our rules, you can (1) choose when and
  how much you contribute (as "premiums") to your policy, (2) pay certain
  premium amounts to guarantee that your insurance coverage will continue for a
  number of years, regardless of investment performance, (3) borrow or withdraw
  amounts you have accumulated, (4) reduce the amount of insurance coverage, (5)
  choose between two life insurance benefit options, (6) elect to receive an
  insurance benefit if the surviving insured person becomes terminally ill, and
  (7) delete certain optional benefits that we offer by "riders" to your policy.

  Your registered representative can provide you with information about all
  forms of life insurance available from us and help you decide which may best
  meet your needs. Replacing existing insurance with Survivorship 2000 or
  another policy may not be to your advantage.

  THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR DISAPPROVED
  THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE POLICIES ARE NOT
  INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT DEPOSITS OR OTHER
  OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY ARE SUBJECT TO
  INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL.

<PAGE>

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2   CONTENTS OF THIS PROSPECTUS
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Contents of this prospectus


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SURVIVORSHIP 2000

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What is Survivorship 2000?                           Cover
Who is Equitable Life?                                   4
How to reach us                                          5
Charges and expenses you will pay                        6
Risks you should consider                                9


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1
POLICY FEATURES AND BENEFITS                            10
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How you can pay for and contribute to your policy       10
The minimum amount of premiums you must pay             10
Investment options within your policy                   12
About your life insurance benefit                       12
You can decrease your insurance coverage                14
If one insured person dies                              14
Other benefits you can add by rider                     14
Your options for receiving policy proceeds              15
Your right to cancel within a certain number of days    15
Variations among Survivorship 2000 policies             15


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2
DETERMINING YOUR POLICY'S VALUE                         16
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Your account value                                      16


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3
TRANSFERRING YOUR MONEY AMONG OUR
INVESTMENT OPTIONS                                      17
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Transfers you can make                                  17
Telephone transfers                                     17
Our dollar cost averaging service                       17
Our asset rebalancing service                           17
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"We", "our" and "us" refer to Equitable Life.  A "registered representative" is
authorized to sell you a policy on Equitable Life's behalf.

When we address the reader of this prospectus with words such as "you" and
"your," we mean the person or persons having the right or responsibility that
the prospectus is discussing at that point. This usually is the policy's owner.
Unless the application for a policy provides otherwise, the insured persons
jointly own the policy. If one dies, the surviving insured person becomes the
sole owner.  While a policy has more than one owner, all owners must join in
the exercise of any rights an owner has under the policy, and the word
"owner" therefore refers to all owners.

When we use the word "state," we also mean any other local jurisdiction
whose laws or regulations affect a policy.

Survivorship 2000 is not available in all states. This prospectus does not offer
Survivorship 2000 anywhere such offers are not lawful. Equitable Life does
not authorize any information or representation about the offering other than
contained or incorporated in this prospectus, in any current supplements
thereto, or in any related sales materials authorized by Equitable Life.

<PAGE>

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                                                 CONTENTS OF THIS PROSPECTUS   3
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4
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ACCESSING YOUR MONEY                                                          19
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Borrowing from your policy                                                    19
Making withdrawals from your policy                                           20
Surrendering your policy for its net cash surrender value                     20
When your policy matures                                                      21
Your option to receive a living benefit                                       21

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5
TAX INFORMATION                                                               22
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Basic tax treatment for you and your beneficiary                              22
Tax treatment of distributions to you                                         22
Tax treatment of living benefit proceeds                                      24
Effect of policy splits                                                       24
Effect of policy on interest deductions taken by
     business entities                                                        24
Requirement that we diversify investments                                     24
Estate, gift, and generation-skipping taxes                                   25
Employee benefit programs                                                     25
ERISA                                                                         25
Our taxes                                                                     25
When we withhold taxes from distributions                                     26
Possibility of future tax changes                                             26

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6
MORE INFORMATION ABOUT PROCEDURES
THAT APPLY TO YOUR POLICY                                                     27
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Ways to make premium and loan payments                                        27
Requirements for surrender requests                                           27
Ways we pay policy proceeds                                                   27
Assigning your policy                                                         27
Dates and prices at which policy events occur                                 27
Policy issuance                                                               29
Gender-neutral policies                                                       29
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7
MORE INFORMATION ABOUT OTHER MATTERS                                          31
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Your voting privileges                                                        31
About our Separate Account FP                                                 31
About our General Account                                                     32
Transfers of your account value                                               32
Telephone requests                                                            32
Deducting policy charges                                                      33
Suicide and certain misstatements                                             34
When we pay policy proceeds                                                   34
Changes we can make                                                           34
Reports we will send you                                                      35
Legal proceedings                                                             35
Illustrations of policy benefits                                              35
SEC registration statement                                                    35
How we market the policies                                                    35
Insurance regulation that applies to Equitable Life                           36
Year 2000 progress                                                            36
Directors and principal officers                                              38

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8
FINANCIAL STATEMENTS OF SEPARATE
ACCOUNT FP AND EQUITABLE LIFE                                                 46
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Separate Account FP financial statements                                   FSA-1
Equitable Life financial statements                                          F-1
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9
APPENDICES
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I -- Investment performance record                                           A-1
II -- Our data on market performance                                         B-1
III -- An index of key words and phrases                                     C-1

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  EQ ADVISORS TRUST PROSPECTUS (follows after page C-1 of this prospectus, but
  is not a part of this prospectus)
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<PAGE>

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4   WHO IS EQUITABLE LIFE?
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Who is Equitable Life?


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We are The Equitable Life Assurance Society of the United States ("Equitable
Life"), a New York stock life insurance corporation. We have been doing business
since 1859. Equitable Life is a subsidiary of AXA Financial, Inc. (previously,
The Equitable Companies Incorporated). The majority shareholder of AXA
Financial, Inc. is AXA, a French holding company for an international group of
insurance and related financial services companies. As a majority shareholder,
and under its other arrangements with Equitable Life and Equitable Life's
parent, AXA exercises significant influence over the operations and capital
structure of Equitable Life and its parent. No company other than Equitable
Life, however, has any legal responsibility to pay amounts that Equitable Life
owes under the policies.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$390.8 billion in assets as of June 30, 1999. For more than 100 years Equitable
Life has been among the largest insurance companies in the United States. We are
licensed to sell life insurance and annuities in all fifty states, the District
of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is
located at 1290 Avenue of the Americas, New York, N.Y. 10104.

<PAGE>
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                                                      WHO IS EQUITABLE LIFE?   5
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HOW TO REACH US

To obtain (1) any forms you need for communicating with us, (2) unit values and
other values under your policy, and (3) any other information or materials that
we provide in connection with your policy or the Portfolios, you can contact us

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BY MAIL:
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at the Post Office Box for our Administrative Office specified in your policy.

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BY EXPRESS DELIVERY:
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at the street address for our Administrative Office:
Equitable Life Client Services
135 W. 50th St., 10th Fl.
New York, NY 10020

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BY TOLL-FREE PHONE:
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1-888-228-6690

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BY E-MAIL:
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[email protected]

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BY FAX:
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1-212-641-7075

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BY INTERNET:
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Our Web site (www.equitable.com) can also provide you information.
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We require that the following types of communications be on specific forms we
provide for that purpose:

     (1)  request for automatic transfer service; and

     (2)  authorization for telephone transfers.

We also have specific forms that we recommend you use for the following:

          (a)  policy surrenders;

          (b)  address changes;

          (c)  beneficiary changes;

          (d)  transfers between investment options; and

          (e)  changes in allocation percentages for premiums and deductions.

Except for properly authorized telephone transactions, any notice or request
that does not use our standard form must be in writing dated and signed by you
and should also specify your name, the insured persons' names (if different from
yours), your policy number, and adequate details about the notice you wish to
give or other action you wish us to take. For information about transaction
requests you can make by phone, see "Telephone transfers" on page 17 and
"Telephone requests" on page 32 of this prospectus. We may require you to return
your policy to us before we make certain policy changes that you request.

The proper person to sign forms, notices and requests would normally be the
owner or any other person that our procedures permit to exercise the right or
privilege in question. If there are joint owners both must sign. Any irrevocable
beneficiary or assignee that we have on our records also must sign certain types
of requests.

You should send all requests and notices to our Administrative Office at the
addresses specified above. We will also accept requests and notices by fax at
the above number, if we believe them to be genuine. We reserve the right,
however, to require an original signature before acting on any faxed item. You
must send premium payments after the first one to our Administrative Office at
the above addresses; except that you should send any premiums for which we have
billed you to the address on the billing notice.
<PAGE>
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6   CHARGES AND EXPENSES YOU WILL PAY
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Charges and expenses you will pay

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TABLE OF POLICY CHARGES

This table shows the charges that we deduct under the terms of your policy. For
more information about some of these charges, see "Deducting policy charges"
beginning on page 33 below.

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<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------

<S>                         <C>                               <C>
CHARGES WE DEDUCT FROM      Sales charge                      In the first year of your policy:
AMOUNTS YOU CONTRIBUTE                                        (i)   30% of premiums paid up to one "target premium"(1),
TO YOUR POLICY:                                                     plus
                                                              (ii)  3% of all other premiums paid in that year.

                                                              In each subsequent policy year:
                                                              (i)   7.5%(2) of premiums paid up to the "target premium"
                                                                    (if you pay at least the target premium in the
                                                                    first policy year(3), plus
                                                              (ii)  3% of all other premiums paid in each year.

                                                              We intend (but do not guarantee) to stop deducting this
                                                              sales charge after the 20th policy year.
                            ---------------------------------------------------------------------------------------------
                            Charge for taxes                  Currently ranges from 0.50% to 5% (Virgin Islands)
- -------------------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM      Administrative charge             (i)   $.07 per $1,000 of your policy's face amount(4) in
YOUR POLICY'S VALUE EACH                                            each of your policy's first 12 months
MONTH:                                                              plus
                                                              (ii)  $6 in every month (which we may increase up to $8)
                            ---------------------------------------------------------------------------------------------
                            Cost of insurance charges and     Amount varies depending on the specifics of your policy(5)
                            optional rider charges
                            ---------------------------------------------------------------------------------------------
                            Death benefit guarantee charge    $.01 for each $1000 of your policy's face amount at the
                                                              time of the deduction(6)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

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                                           CHARGES AND EXPENSES YOU WILL PAY   7
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<TABLE>
<CAPTION>
<S>                         <C>                               <C>
CHARGES WE DEDUCT FROM      Mortality and expense risk        .90% (effective annual rate) of the value you have in our
YOUR POLICY'S INVESTMENT    charge                            variable investment options(7)
PERFORMANCE EACH DAY:
- -------------------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM      Election to add "living benefit"  $100
YOUR ACCOUNT VALUE AT THE   rider after policy issue
                            ---------------------------------------------------------------------------------------------
TIME OF THE TRANSACTION:

                            Exercise of option to receive a   Up to $250
                            "living benefit"
                            ---------------------------------------------------------------------------------------------
                            Transfers among investment        $0 for each of the first 12 transfers per year (which we may
                            options                           increase up to $25) and $25 for each additional transfer in
                                                              the same year(8)
                            ---------------------------------------------------------------------------------------------
                            Partial withdrawal                $25 (or, if less, 2% of the withdrawal)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The "target premium" is actuarially determined for each policy, based on
     that policy's particular characteristics. The target premium is established
     at policy issuance, and will be reduced if you request a face amount
     decrease or if there is a change from tobacco-user to non-tobacco user
     status of an insured person. The initial target premium will be set forth
     in your policy. The highest initial target premium for any policy would be
     $107.00 per $1,000 of the policy's face amount and the lowest would be
     $2.06 per $1,000.

(2)  6% if the combined ages of the insured persons at policy issuance is 134 or
     more.

(3)  If you pay less than one "target premium" in the first policy year, the
     sales charge we deduct on premiums paid after the first policy year will be
     computed differently. The sales charge on premiums paid in each of the 2nd,
     3rd and 4th policy years will be:

     (a)  7.5% (or 6% for certain insured persons; see footnote 2 above) of
          premiums paid up to the lesser of the highest amount of premiums paid
          in any prior year or one "target premium," plus
     (b)  30% of premiums paid in excess of the amount in clause (a) up to the
          target premium, plus
     (c)  3% of all other premiums paid in that year.

     The sales charge on premiums paid in the 5th policy year and each year
     thereafter will be:

     (a)  7.5% (or 6% for certain insured persons; see footnote 2 above) of
          premiums paid up to one "target premium," plus
     (b)  3% of all other premiums paid in each year.

(4)  The "face amount" is the basic amount of insurance coverage under your
     policy.

(5)  See "Monthly cost of insurance charge" on page 33 below and "Other benefits
     you can add by rider" on page 14 below. The Illustrations of Policy
     Benefits that your registered representative will provide will show the
     impact of the actual current and guaranteed maximum rates of these and any
     other charges, based on various assumptions.

(6)  We deduct this charge if your policy has been issued with the death benefit
     guarantee provision, even if you do not pay enough premiums to satisfy the
     death benefit guarantee test. This charge will be assessed as long as your
     policy remains in force. See "Death benefit guarantee test" on page 11
     below. We will not deduct this charge in states where the death benefit
     guarantee provision is not available.

(7)  This charge does not apply to amounts in our guaranteed interest option.

(8)  No charge, however, would ever apply to a transfer of all of your variable
     investment option amounts to our guaranteed interest option.
<PAGE>

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8 CHARGES AND EXPENSES YOU WILL PAY
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YOU ALSO BEAR YOUR PROPORTIONATE SHARE OF ALL FEES AND EXPENSES PAID BY A
"PORTFOLIO" THAT CORRESPONDS TO ANY VARIABLE INVESTMENT OPTION YOU ARE USING:

This table shows the fees and expenses paid by each Portfolio for the year ended
December 31, 1998, except as noted below. These fees and expenses are reflected
in the Portfolio's net asset value each day. Therefore, they reduce the
investment return of the Portfolio and of the related variable investment
option. Actual fees and expenses are likely to fluctuate from year to year. All
figures are expressed as an annual percentage of each Portfolio's daily average
net assets.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                                              1998 Fees and Expenses
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                Total     Fee Waivers        Net Total
                                      Management                  Other        Annual    and/or Expense        Annual
                                         Fee        12b-1 Fee   Expenses(1)   Expenses  Reimbursements(2)     Expenses
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>           <C>          <C>           <C>       <C>                  <C>
Alliance Money Market                   0.35%         0.25%        0.03%         0.63%        --                0.63%
Alliance High Yield                     0.60%         0.25%        0.04%         0.89%        --                0.89%
Alliance Common Stock                   0.36%         0.25%        0.04%         0.65%        --                0.65%
Alliance Aggressive Stock               0.54%         0.25%        0.04%         0.83%        --                0.83%
Alliance Small Cap Growth(3)            0.90%         0.25%        0.06%         1.21%        --                1.21%
EQ/Alliance Premier Growth(4)           0.90%         0.25%        0.74%         1.89%      0.74%               1.15%
BT Equity 500 Index                     0.25%         0.25%        0.33%         0.83%      0.28%               0.55%
BT Small Company Index                  0.25%         0.25%        1.31%         1.81%      1.06%               0.75%
BT International Equity Index           0.35%         0.25%        0.89%         1.49%      0.49%               1.00%
Capital Guardian U.S. Equity(4)         0.65%         0.25%        0.74%         1.64%      0.69%               0.95%
Capital Guardian Research(4)            0.65%         0.25%        0.74%         1.64%      0.69%               0.95%
Capital Guardian International(4)       0.75%         0.25%        1.03%         2.03%      0.83%               1.20%
EQ/Evergreen(5)                         0.75%         0.25%        0.76%         1.76%      0.71%               1.05%
EQ/Evergreen Foundation(5)              0.63%         0.25%        0.86%         1.74%      0.79%               0.95%
JPM Core Bond                           0.45%         0.25%        0.33%         1.03%      0.23%               0.80%
Lazard Large Cap Value                  0.55%         0.25%        0.40%         1.20%      0.25%               0.95%
Lazard Small Cap Value                  0.80%         0.25%        0.49%         1.54%      0.34%               1.02%
Merrill Lynch Basic Value Equity        0.55%         0.25%        0.26%         1.06%      0.21%               0.85%
Merrill Lynch World Strategy            0.70%         0.25%        0.66%         1.61%      0.41%               1.20%
MFS Growth with Income(5)               0.55%         0.25%        0.59%         1.39%      0.54%               0.85%
MFS Research                            0.55%         0.25%        0.25%         1.05%      0.20%               0.85%
MFS Emerging Growth Companies           0.55%         0.25%        0.24%         1.04%      0.19%               0.85%
Morgan Stanley Emerging Markets Equity  1.15%         0.25%        1.23%         2.63%      0.88%               1.75%
EQ/Putnam Growth & Income Value         0.55%         0.25%        0.24%         1.04%      0.19%               0.85%
EQ/Putnam Investors Growth              0.55%         0.25%        0.29%         1.09%      0.14%               0.95%
EQ/Putnam International Equity          0.70%         0.25%        0.51%         1.46%      0.26%               1.20%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  On October 18, 1999, the Alliance Portfolios (other than EQ/Alliance
     Premier Growth) became part of EQ Advisors Trust. Other Expenses for these
     Portfolios have been restated to reflect the estimated expenses that would
     have been incurred, had these Portfolios been portfolios of EQ Advisors
     Trust for the year ended December 31, 1998.

(2)  Equitable Life, EQ Advisors Trust's manager, has entered into an Expense
     Limitation Agreement with respect to several of the Portfolios under which
     it has agreed to waive or reduce its fees and to assume other expenses of
     each of these Portfolios, if necessary, in an amount that limits each
     Portfolio's Total Annual Expenses (exclusive of interest, taxes, brokerage
     commissions, capitalized expenditures, extraordinary expenses and 12b-1
     fees) to not more than the amounts specified above as Net Total Annual
     Expenses. Portfolios that show "--" in this column have no expense
     limitation arrangement in place. See the EQ Advisors Trust prospectus for
     more information about the Expense Limitation Agreement.

(3)  Prior to October 18, 1999, Total Annual Expenses for the Alliance Small Cap
     Growth Portfolio were limited to 1.20% under an expense limitation
     arrangement which is no longer in effect. The amounts shown have been
     restated to reflect the expenses that would have been incurred in 1998,
     absent the expense limitation arrangement.

(4)  Expenses shown are based on annualized estimates for 1999. Initial seed
     capital was invested in the EQ/Alliance Premier Growth, Capital Guardian
     U.S. Equity, Capital Guardian Research and Capital Guardian International
     Portfolios on April 30, 1999.

(5)  Expenses shown are based on annualized estimates for 1999. Initial seed
     capital was invested in the MFS Growth with Income, EQ/Evergreen and
     EQ/Evergreen Foundation Portfolios on December 31, 1998.

<PAGE>

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                                                   RISKS YOU SHOULD CONSIDER   9
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HOW WE ALLOCATE CHARGES AMONG YOUR INVESTMENT OPTIONS

In your application for a policy, you tell us from which investment options you
want us to take the policy's monthly deductions as they fall due. You can change
these instructions at any time. If we cannot deduct the charge as your most
current instructions direct, we will allocate the deduction among your
investment options proportionately to your value in each.

CHANGES IN CHARGES

We reserve the right in the future to (1) make a charge for certain taxes or
reserves set aside for taxes (see "Our taxes" on page 25 below) or (2) make a
charge for any illustration of how your policy's values could change over time,
if you request more than one illustration in the same year.

Any changes that we make in our current charges or charge rates will be by class
of insured person and will be based on changes in future expectations about such
factors as investment earnings, mortality experience, the length of time
policies will remain in effect, premium payments, expenses and taxes. Any
changes in charges may apply to then outstanding policies, as well as to new
policies, but we will not raise any charges above any maximums discussed in this
prospectus and shown in your policy.

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Risks you should consider

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Some of the principal risks of investing in a policy are as follows:

o    If the investment options you choose perform poorly, you could lose some or
     all of the premiums you pay.

o    If the investment options you choose do not make enough money to pay for
     the policy charges, you could have to pay more premiums to keep your policy
     from terminating.

o    We can increase certain charges without your consent, within limits stated
     in your policy.

Your policy permits other transactions that also have risks. These and other
risks and benefits of investing in a policy are discussed in detail throughout
this prospectus.

<PAGE>

- --------------------------------------------------------------------------------
10 POLICY FEATURES AND BENEFITS
- --------------------------------------------------------------------------------

7
Policy features and benefits
- --------------------------------------------------------------------------------


HOW YOU CAN PAY FOR AND CONTRIBUTE TO YOUR POLICY

PREMIUM PAYMENTS. We call the amounts you contribute to your policy "premiums"
or "premium payments." The amount we require as your first premium varies
depending on the specifics of your policy and the insured persons. Each
subsequent premium payment must be at least $100, although we can increase this
minimum if we give you advance notice. (Policies issued in some states or on an
automatic premium payment plan may have different minimums.) Otherwise, with a
few exceptions mentioned below, you can make premium payments at any time and in
any amount.


- --------------------------------------------------------------------------------
You can generally pay premiums at such times and in such amounts as you like.
- --------------------------------------------------------------------------------

LIMITS ON PREMIUM PAYMENTS. If your premium payments exceed certain amounts
specified under the Internal Revenue Code, your policy will become a "modified
endowment contract," which may subject you to additional taxes and penalties on
any distributions from your policy. See "Tax information" beginning on page 22
below. We may return to you any premium payments that would exceed those limits.

You can ask your registered representative to provide you with an Illustration
of Policy Benefits that shows you the amount of premium you can pay, based on
various assumptions, without exceeding these tax law limits. The tax law limits
can change as a result of certain changes you make to your policy. For example,
a reduction in the face amount of your policy may reduce the amount of premiums
that you can pay without causing your policy to be a modified endowment
contract.

If at any time your policy's account value is high enough that the alternative
death benefit discussed on page 14 below would apply, we reserve the right to
limit the amount of any premiums that you pay, unless the insured persons
provide us with adequate evidence that they continue to meet our requirements
for issuing insurance. The requirement for such evidence, however, would apply
only to the amount of premiums you pay in any year of your policy that exceeds
your annual specified premium. Specified premiums are discussed below on page
11.

PLANNED PERIODIC PREMIUMS. Page 3 of your policy will specify a "planned
periodic premium." This is the amount that you request us to bill you. However,
payment of these or any other specific amounts of premiums is not mandatory. You
need to pay only enough premiums to ensure (i) that your policy has enough "net
cash surrender value" to cover your policy's monthly charges as they fall due or
(ii) that your death benefit guarantee (discussed below) remains in effect.
("Net cash surrender value" is explained under "Surrendering your policy for its
net cash surrender value" on page 20 below.)

We will not bill you separately for specified premiums. If you want to be billed
for your specified premiums, you must select a planned periodic premium that at
least equals the specified premium. Please remember to change your planned
periodic premium amount, as necessary, if you take any action that causes your
specified premium to change.

THE MINIMUM AMOUNT OF PREMIUMS YOU MUST PAY

POLICY "LAPSE" AND TERMINATION. Your policy will lapse (also referred to in your
policy as "default") if it does not have enough net cash surrender value to pay
the monthly charges when due and the death benefit guarantee is not then in
effect. We will mail a notice to you at your last known address if your policy
lapses. You will have a 61-day grace period to pay at least an amount prescribed
in your policy, which would be enough to keep your policy in force for
approximately three months (without regard to investment performance). You may
not make any transfers or request any other policy changes during a grace
period. If we do not receive your payment by the end of the grace period, your
policy (and all riders to the policy) will terminate without value and all
coverage under your policy will cease. We will mail an additional notice to you
if your policy terminates.

<PAGE>

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                                               POLICY FEATURES AND BENEFITS   11
- --------------------------------------------------------------------------------


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


- --------------------------------------------------------------------------------
Your policy will terminate if you don't pay enough premiums to pay the charges
we deduct, unless the death benefit guarantee is in effect. However, we will
first send you a notice and give you a chance to cure any shortfall.
- --------------------------------------------------------------------------------

You may owe taxes if your policy terminates while you have a loan outstanding,
even though you receive no additional money from your policy at that time. See
"Tax information," beginning on page 22 below.

RESTORING A TERMINATED POLICY. To have your policy "restored" (put back in
force), you must apply within six months after the date of termination and no
insured person may have died since that date. In some states, you may have a
longer period of time. You must also present evidence of insurability
satisfactory to us and pay at least the amount of premium that we require. Your
policy contains additional information about the minimum amount of this premium
and about the values and terms of the policy after it is restored.

DEATH BENEFIT GUARANTEE AND SPECIFIED PREMIUMS. Page 3 of your policy will show
a "specified premium." Payment of the specified premium is not required.
However, we measure the actual premiums you have paid against the specified
premiums to see if the death benefit guarantee provision will prevent a policy
from lapsing. For more detail about how we do this, see "Death benefit guarantee
test" below. The death benefit guarantee provision will not prevent your policy
from lapsing if you have an outstanding policy loan. The death benefit guarantee
is not available in all states. If this guarantee is unavailable in your state,
your policy will not show a specified premium. (Other materials we send you may
refer to the death benefit guarantee as the "guaranteed minimum death benefit.")

- --------------------------------------------------------------------------------
In most states, if you pay at least certain prescribed amounts of premiums, and
have no policy loans, your policy will not lapse for a number of years, even if
the value in your policy becomes insufficient to pay the monthly charges.
- --------------------------------------------------------------------------------

DEATH BENEFIT GUARANTEE TEST. If your policy's net cash surrender value is not
sufficient to pay a monthly deduction that has become due, we check to see if
the cumulative amount of premiums that you have paid to date at least equals the
cumulative specified premiums due to date. So long as at least this amount has
been paid (and you have no policy loans outstanding), your policy will not
lapse.

When we calculate the cumulative amount of specified premiums, we compound each
amount at a 4% annual interest rate from the due date through the date of the
calculation. (This interest rate is purely for purposes of determining whether
you have satisfied the death benefit guarantee test. It does not bear any
relation to the returns you will actually earn or any loan interest you will
actually pay.) We use the same calculation for determining the cumulative amount
of premiums paid, beginning with the date each premium is received. The amount
of premiums you must pay to maintain the death benefit guarantee will be
increased by the cumulative amount of any partial withdrawals you have taken
from your policy (calculated by the same method, beginning with the date of
withdrawal).

The amount of the specified premium set forth in your policy is actuarially
determined at policy issuance and depends on the age and other insurance risk
characteristics of the insured persons, as well as the amount of the coverage
and additional features you select. Certain additional benefit riders will cause
the specified premiums to increase each year. The specified premiums may also
change if you request a decrease in the face amount of the policy, eliminate a
rider, or if there is a change in an insured person's risk characteristics. We
will send you a new policy page showing any change in your specified premium.
Any change will be prospective only.

<PAGE>

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12 POLICY FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


INVESTMENT OPTIONS WITHIN YOUR POLICY

We will initially put all amounts which you have allocated to variable
investment options into our Alliance Money Market investment option. On the
twenty-first day after your policy's issue date (the "Allocation Date"), we will
re-allocate that investment in accordance with your premium allocation
instructions then in effect. You give such instructions in your application to
purchase a policy. You can change the premium allocation percentages at any
time, but this will not affect any prior allocations. The allocation percentages
that you specify must always be in whole numbers and total exactly 100%.

VARIABLE INVESTMENT OPTIONS. The 26 available variable investment options are
listed on the front cover of this prospectus. (Your policy and other
supplemental materials may refer to these as "Investment Funds".) The investment
results you will achieve in any one of these options will depend on the
investment performance of the corresponding Portfolio that shares the same name
as that option. That Portfolio follows investment practices, policies and
objectives that are appropriate to the variable investment option you have
chosen. The advisors who make the investment decisions for each Portfolio are as
follows:

- --------------------------------------------------------------------------------
You can choose among 26 variable investment options
- --------------------------------------------------------------------------------

o  Alliance Capital Management L.P. (for each "Alliance" or "EQ/Alliance"
   option)

o  Bankers Trust Company (for the "BT" options)

o  Capital Guardian Trust Company (for the "Capital Guardian" options)

o  Evergreen Asset Management Corp. (for the "EQ/Evergreen" options)

o  J.P. Morgan Investment Management Inc. (for the "JPM" option)

o  Lazard Asset Management (for both "Lazard" options)

o  Massachusetts Financial Services Company (for the "MFS" options)

o  Merrill Lynch Asset Management L.P. (for both "Merrill Lynch" options)

o  Morgan Stanley Asset Management Inc. (for the "Morgan Stanley" option)

o  Putnam Investment Management, Inc. (for both "EQ/Putnam" options)

Each Portfolio is a part of EQ Advisors Trust. Equitable Life serves as
investment manager of EQ Advisors Trust. As such, Equitable Life oversees the
activities of the above-listed advisors with respect to EQ Advisors Trust and is
responsible for retaining or discontinuing the services of those advisors.
(Prior to September 1999, EQ Financial Consultants, Inc., the predecessor to AXA
Advisors, LLC and a subsidiary of Equitable Life, served as investment manager
to EQ Advisors Trust.) You will find other important information about each
Portfolio in the separate prospectus for EQ Advisors Trust attached at the end
of this prospectus. We may add or delete variable investment options or
Portfolios at any time.

Guaranteed interest option. You can also allocate some or all of your policy's
value to our guaranteed interest option. We, in turn, invest such amounts as
part of our general assets. For each year of your policy, we declare a fixed
rate of interest (4% minimum) on amounts you allocate to our guaranteed interest
option. (The guaranteed interest option is part of what your policy and other
supplemental material may refer to as the "Guaranteed Interest Account".)

- --------------------------------------------------------------------------------
We will pay at least 4% annual interest on our guaranteed interest option.
- --------------------------------------------------------------------------------

ABOUT YOUR LIFE INSURANCE BENEFIT

YOUR POLICY'S FACE AMOUNT. In your application to buy an Survivorship 2000
policy, you tell us how much insurance coverage you want on the lives of the
insured persons. We

<PAGE>

- --------------------------------------------------------------------------------
                                               POLICY FEATURES AND BENEFITS   13
- --------------------------------------------------------------------------------


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


call this the "face amount" of the policy. $200,000 is the smallest amount of
coverage you can request.

- --------------------------------------------------------------------------------
If both insured persons die, we pay a life insurance benefit to the
"beneficiary" you have named. The amount we pay depends on whether you have
chosen death benefit Option A or death benefit Option B.
- --------------------------------------------------------------------------------

YOUR POLICY'S "DEATH BENEFIT" OPTIONS. In your policy application, you also
choose whether the basic amount (or "benefit") we will pay if the surviving
insured person dies is

o  Option A - THE POLICY'S FACE AMOUNT on the date of the surviving insured
   person's death. The amount of this death benefit doesn't change over time,
   unless you take any action that changes the policy's face amount;

                                     - or -

o  Option B - THE FACE AMOUNT PLUS THE POLICY'S "ACCOUNT VALUE" on the date of
   the surviving insured person's death. Under this option, the amount of death
   benefit generally changes from day to day, because many factors (including
   investment performance, charges, premium payments and withdrawals) affect
   your policy's account value.

Your policy's "account value" is the total amount that at any time is earning
interest for you or being credited with investment gains and losses under your
policy. (Account value is discussed in more detail under "Determining your
policy's value" beginning on page 16 below.)

Under Option B, your policy's death benefit will tend to be higher than under
Option A. As a result, the monthly insurance charge we deduct will also be
higher, to compensate us for our additional risk.

ALTERNATIVE HIGHER DEATH BENEFIT IN LIMITED CASES. Your policy is designed to
always provide a minimum level of insurance protection relative to your policy's
account value, in part to meet the Internal Revenue Code's definition of "life
insurance." Thus, we will automatically pay an alternative death benefit if it
is HIGHER than the basic Option A or Option B death benefit you have selected.
This alternative death benefit is computed by multiplying your policy's account
value on the surviving insured person's date of death by a percentage specified
in your policy. The percentage depends on what the younger insured person's age
was or would have been on that same date. Representative percentages are as
follows:

- --------------------------------------------------------------------------------
If the value in your policy is high enough, relative to the face amount, the
life insurance benefit will automatically be greater than the Option A or Option
B death benefit you have selected.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
AGE*    30        35         40              50          60         70
 %      995.4%    823.7%     682.5%          472.3%      329.2%     232.2%

        80        90         99
                             and over
 %      167.6%    127.5%     102%
- --------------------------------------------------------------------------------

* The younger insured person's age for the policy year in which the surviving
insured person dies.

This higher alternative death benefit exposes us to greater insurance risk than
the regular Option A and B death benefit. Because the cost of insurance charges
we make under your policy are based in part on the amount of our risk, you will
pay more cost of insurance charges for any periods during which the higher
alternative death benefit is the operative one.

OTHER ADJUSTMENTS TO DEATH BENEFIT. We will increase the death benefit proceeds
by the amount of any other benefits we owe upon the surviving insured person's
death under any optional riders which are in effect.

We will reduce the death benefit proceeds by the amount of any remaining policy
loans and unpaid loan interest, as well as any amount of monthly charges under
the policy that remain unpaid because the surviving insured person died during a
grace period. We also reduce the death benefit if we have already paid part of
it under a living benefit rider. We reduce it by the amount of the living
benefit payment plus accrued interest. See "Your option to receive a living
benefit" on page 21 below.
<PAGE>

- --------------------------------------------------------------------------------
14  POLICY FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


- --------------------------------------------------------------------------------
You can request to change your death benefit option any time after the first
year of the policy.
- --------------------------------------------------------------------------------

CHANGE OF DEATH BENEFIT OPTION. If you change from Option A to B, we
automatically reduce your policy's face amount by an amount equal to your
policy's account value at the time of the change. We may refuse this change if
the policy's face amount would be reduced below our then current minimum for new
policies. Also, we may require you to provide us with satisfactory evidence that
the insured person(s) remain insurable at the time of this change. Changes from
Option A to Option B are not permitted beyond the policy year in which the
younger insured reaches (or would have reached) age 80.

If you change from Option B to A, we automatically increase your policy's face
amount by an amount equal to your policy's account value at the time of the
change.

If the alternative death benefit discussed above is in effect at the time of a
change, we will determine the new face amount somewhat differently from the
general procedures described above.

Please refer to "Tax information" beginning on page 22 below, to learn about
certain possible income tax consequences that may result from a change in death
benefit option, including the effect of a decrease in face amount.

YOU CAN DECREASE YOUR INSURANCE COVERAGE

You may decrease the life insurance coverage under your policy by requesting a
decrease in your policy's face amount. You can do so any time after the first
year of your policy. The requested decrease must be at least $10,000. We can
refuse any requested decrease. Please refer to "Tax information" beginning on
page 22 for certain possible tax consequences of reducing the face amount.

You may not reduce the face amount below the minimum we are then requiring for
new policies. We will not approve a requested face amount decrease if it would
cause the alternative death benefit to become the effective death benefit under
your policy. (See the alternative death benefit discussion on page 13 above.)
Nor will we permit a decrease that would cause your policy to fail the Code's
definition of life insurance. Specified premiums, as well as our monthly
deductions for the cost of insurance coverage and any guaranteed death benefit
charge, will generally decrease (prospectively) after you reduce the face
amount. If you reduce the face amount while the estate protector rider is in
effect, the face amount of that rider generally will automatically decrease
proportionally.

In some cases, we may have to make a distribution to you from your policy in
order to decrease your policy's face amount. This may be necessary in order to
preserve your policy's status as life insurance under the Internal Revenue Code.

IF ONE INSURED PERSON DIES

Your policy requires you to send us proof of the death of the first insured
person to die.

OTHER BENEFITS YOU CAN ADD BY RIDER

You may be eligible for the following other optional benefits we currently make
available by rider:

o  Estate protector

o  Option to split policy upon federal tax law change (We add this rider
   automatically to each policy and there is no charge for it.)

o  Option to split policy on divorce

Equitable Life or your registered representative can provide you with more
information about these riders. The riders provide additional information, and
we will furnish samples of them to you on request. The maximum amount of any
charge we make for a rider will be set forth in the rider or in the policy
itself. We can, however, add, delete, or modify the riders we are making
available, at any time before they become effective as part of your policy.

Please refer to "Effect of policy splits" beginning on page 24 below for a
discussion of the tax consequences of splitting a policy.

<PAGE>

- --------------------------------------------------------------------------------
                                                POICY FEATURES AND BENEFITS   15
- --------------------------------------------------------------------------------


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


YOUR OPTIONS FOR RECEIVING POLICY PROCEEDS

BENEFICIARY OF DEATH BENEFIT. You designate your beneficiary in your policy
application. You can change your policy's beneficiary at any other time while
either insured person is alive. If no beneficiary is living when the surviving
insured person dies, we will pay the death benefit proceeds in equal shares to
that insured person's surviving children. If there are no surviving children, we
will instead pay that insured person's estate.

PAYMENT OPTIONS FOR DEATH BENEFIT. In your policy application, or at any other
time while either insured person is alive, you may choose among several payment
options for all or part of any death benefit proceeds that subsequently become
payable. These payment options are described in the policy and may result in
varying tax consequences. The terms and conditions of each option are set out in
a separate contract that we will send the payee when any such option goes into
effect. Equitable Life or your registered representative can provide you with
samples of such contracts on request.

- --------------------------------------------------------------------------------
You can choose to have the proceeds from the policy's life insurance benefit
paid under one of our payment options, rather than as a single sum.
- --------------------------------------------------------------------------------

If you have not elected a payment option, we will pay any death benefit in a
single sum. If the beneficiary is a natural person (i.e., not an entity such as
a corporation or trust) we will pay any such single sum death benefit through an
interest-bearing checking account (the "Equitable Access Account(TM)") that we
will automatically open for the beneficiary. The beneficiary will have immediate
access to the proceeds by writing a check on the account. We pay interest on the
proceeds from the date of death to the date the beneficiary closes the Equitable
Access Account. The annual rate will be at least 3%.

If a registered representative has assisted the beneficiary in preparing the
documents that are required for payment of the death benefit, we will send the
Equitable Access Account checkbook or check to the registered representative
within the periods specified for death benefit payments under "When we pay
policy proceeds," beginning on page 34 below. Your registered representative
will take reasonable steps to arrange for prompt delivery to the beneficiary.

PAYMENT OPTIONS FOR SURRENDER, WITHDRAWAL AND MATURITY PROCEEDS. You can also
choose to receive all or part of any proceeds from a surrender or withdrawal
from your policy, or upon policy maturity, under one of the above referenced
payment options, rather than as a single sum.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

If for any reason you are not satisfied with your policy, you may return it to
us for a full refund of the premiums paid. In some states, we will adjust this
amount for any investment performance (whether positive or negative).

To exercise this cancellation right, you must mail the policy directly to our
Administrative Office with a written request to cancel. Your cancellation
request must be postmarked within 10 days after you receive the policy and your
coverage will terminate as of the date of the postmark. In some states, this
"free look" period is longer than 10 days. Your policy will indicate the length
of your "free look" period.

VARIATIONS AMONG SURVIVORSHIP 2000 POLICIES

Time periods and other terms and conditions described in this prospectus may
vary due to legal requirements in your state. These variations will be reflected
in your policy.

Equitable Life also may vary the charges and other terms of Survivorship 2000
where special circumstances result in sales or administrative expenses or
mortality risks that are different from those normally associated with
Survivorship 2000. We will make such variations only in accordance with uniform
rules that we establish.

Equitable Life or your registered representative can advise you about any
variations that may apply to your policy.

<PAGE>

- --------------------------------------------------------------------------------
16   DETERMINING YOUR POLICY'S VALUE
- --------------------------------------------------------------------------------

2
Determining your policy's value


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


YOUR ACCOUNT VALUE

As set forth on page 6 above, we deduct certain charges from each premium
payment you make. We credit the rest of each premium payment to your policy's
"account value." You instruct us to allocate your account value to one or more
of the policy's investment options indicated on the front cover of this
prospectus.

Your account value is the total of (i) your amounts in our variable investment
options, (ii) your amounts in our guaranteed interest option, and (iii) any
amounts that we are holding to secure policy loans that you have taken. See
"Borrowing from your policy" beginning on page 19 below. (Your policy and other
supplemental material may refer to (ii) and (iii) above as our "Guaranteed
Interest Account".) These amounts are subject to certain charges discussed in
the table on page 6.

- --------------------------------------------------------------------------------
Your account value will be credited with the same returns as are achieved by the
Portfolios (or guaranteed interest option) that you select, but will also be
reduced by the amount of charges we deduct under the policy.
- --------------------------------------------------------------------------------

YOUR POLICY'S VALUE IN OUR VARIABLE INVESTMENT OPTIONS. We invest the account
value that you have allocated to any variable investment option in shares of the
corresponding Portfolio. Your value in each variable investment option is
measured by "units." The value of your units will increase or decrease each day,
by the same amount as if you had invested in the corresponding Portfolio's
shares directly (and reinvested all dividends and distributions from the
Portfolio in additional Portfolio shares). The units' values will be reduced,
however, by the amount of the mortality and expense risk charge for that period
(the charge is described in the table on page 7 above). On any day, your value
in any variable investment option equals the number of units credited to your
policy under that option, multiplied by that day's value for one such unit.

The number of your units in any variable investment option does not change,
absent an event or transaction under your policy that involves moving assets
into or out of that option. Whenever any amount is withdrawn or otherwise
deducted from one of your policy's variable investment options, we "redeem"
(cancel) the number of units that has a value equal to that amount. This can
happen, for example, when all or a portion of monthly deductions and
transaction-based charges are allocated to that option, or when loans,
transfers, withdrawals and surrenders are made from that option. Similarly, you
"purchase" additional units having the same value as the amount of any premium,
loan repayment, or transfer that you allocate to that option.

YOUR POLICY'S VALUE IN OUR GUARANTEED INTEREST OPTION. Your policy's value in
our guaranteed interest option includes: (i) any amounts you have specifically
requested that we allocate to that option and (ii) any "restricted" amounts that
we hold in that option as a result of your election to receive a living benefit
(these amounts may be referred to in your policy as "liened policy amounts").
See "Your option to receive a living benefit" on page 21 below. We credit all of
such amounts with interest at rates we declare. We guarantee that these rates
will not be less than a 4% effective annual rate. The mortality and expense risk
charge mentioned above does not apply to our guaranteed interest option.

Amounts may be allocated to or removed from your policy's value in our
guaranteed interest option for the same purposes as described above for the
variable investment options. We credit your policy with a number of dollars in
that option that equals any amount that is being allocated to it. Similarly, if
amounts are being removed from your guaranteed interest option for any reason,
we reduce the amount you have credited to that option on a dollar-for-dollar
basis.

<PAGE>

- --------------------------------------------------------------------------------
                       TRANSFERRING YOUR MONEY AMONG OUR INVESTMENT OPTIONS   17
- --------------------------------------------------------------------------------

3
Transferring your money among our investment options


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

TRANSFERS YOU CAN MAKE

- --------------------------------------------------------------------------------
You can transfer freely among our variable investment options and into our
guaranteed interest option.
- --------------------------------------------------------------------------------

After your policy's initial investment Allocation Date, you can transfer amounts
from one investment option to another. The total of all transfers you make on
the same day must be at least $500; except that you may transfer your entire
balance in an investment option, even if it is less than $500. You may submit a
written request for a transfer to our Administrative Office or you can make a
telephone request (see below).

- --------------------------------------------------------------------------------
Transfers out of our guaranteed interest option are more limited.
- --------------------------------------------------------------------------------

RESTRICTIONS ON TRANSFER OUT OF THE GUARANTEED INTEREST OPTION. We only permit
you to make one transfer out of our guaranteed interest option during each
policy year. (No such limit applies to transfers out of our variable investment
options.) Also, the maximum transfer from our guaranteed interest option is the
greater of (a) 25% of your then current balance in that option, (b) $500, or (c)
the amount (if any) that you transferred out of the guaranteed interest option
during the immediately preceding policy year.

We will not accept a request to transfer out of the guaranteed interest option
unless we receive it within the period beginning 30 days before and ending 60
days after an anniversary of your policy. If we receive the request within that
period, the transfer will occur as of that anniversary or, if later, the date we
receive it.

TELEPHONE TRANSFERS

You can make telephone transfers by signing a telephone transfer authorization
form and sending it to us. Once we have the form on file, we will provide you
with a toll-free telephone number to make transfers.

For more information see "Telephone requests" on page 32 below. We allow only
one request for telephone transfers each day (although that request can cover
multiple transfers), and we will not allow you to revoke a telephone transfer.
If you are unable to reach us by telephone, you should send a written transfer
request to our Administrative Office.

OUR DOLLAR COST AVERAGING SERVICE

We offer you a dollar cost averaging service. This service allows you to
gradually allocate amounts to the variable investment options by periodically
transferring approximately the same dollar amount to the variable investment
options you select. This will cause you to purchase more units if the unit's
value is low, and fewer units if the unit's value is high. Therefore, you may
get a lower average cost per unit over the long term. This plan of investing,
however, does not guarantee that you will earn a profit or be protected against
losses.

Our dollar cost averaging service (also referred to as our "automatic transfer
service") enables you to make automatic monthly transfers from the Alliance
Money Market option to our other variable investment options. You need a minimum
of $5,000 in the Alliance Money Market option to begin using the dollar cost
averaging service. You can choose up to eight other variable options to receive
the automatic transfers but each transfer to each option must be at least $50.
Note: Transfers made using our dollar cost averaging service do not count toward
the twelve free transfers you may otherwise make each year.

You may elect the dollar cost averaging service with your policy application or
at any later time. You can also cancel the dollar cost averaging service at any
time.

OUR ASSET REBALANCING SERVICE

You may wish us to periodically redistribute the amounts you have in our
variable investment options so that the relative amount of your account value in
each variable option is restored to an asset allocation that you select. You can
accomplish this automatically through our asset rebalancing
<PAGE>

- --------------------------------------------------------------------------------
18   TRANSFERRING YOUR MONEY AMONG OUR INVESTMENT OPTIONS
- --------------------------------------------------------------------------------


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


service. The rebalancing may be on a onetime basis or at quarterly, semiannual,
or annual intervals.

You may specify asset allocation percentages for up to eight variable investment
options. The allocation percentage you specify for each variable investment
option selected must be at least 5% (whole percentage only) of the total value
you hold under the variable investment options, and the sum of the percentages
must equal 100%. You may not elect the asset rebalancing service if you already
participate in the dollar cost averaging service (discussed above).

You may request the asset rebalancing service in your policy application or at
any later time. You may change your allocation instructions or discontinue
participation in the asset rebalancing service at any time.

<PAGE>
- --------------------------------------------------------------------------------
                                                       ACCESSING YOUR MONEY   19
- --------------------------------------------------------------------------------
4
Accessing your money

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

BORROWING FROM YOUR POLICY

You may borrow up to 90% of your policy's account value. (In your policy, your
account value is referred to as your Cash Surrender Value.) However, the amount
you can borrow will be reduced by any amount that we hold on a "restricted"
basis following your receipt of a living benefit payment, as well as by any
other loans (and accrued loan interest) you have outstanding. See "Your option
to receive a living benefit" beginning on page 21 below. Each new loan you
request must be at least $500.

- --------------------------------------------------------------------------------
You can use policy loans to obtain funds from your policy without, in most
cases, paying current income tax. However, the borrowed amount is no longer
credited with the investment results of any of our investment options under the
policy.
- --------------------------------------------------------------------------------

When you take a policy loan, we remove an amount equal to the loan from one or
more of your investment options and hold it as collateral for the loan's
repayment. (Your policy may sometimes refer to the collateral as the "loaned
portion of your policy account.") We hold this loan collateral under the same
terms and conditions as apply to amounts supporting our guaranteed interest
option, with several exceptions:

o  you cannot make transfers or withdrawals of the collateral;

o  we expect to credit different rates of interest to loan collateral than we
   credit under our guaranteed interest option; and

o  the collateral is not available to pay policy charges.

When you request your loan, you should tell us how much of the loan collateral
you wish to have taken from any amounts you have in each of our investment
options. If you do not give us directions (or if we are making the loan
automatically to cover unpaid interest), we will take the loan from your
investment options in the same proportion as we are then taking monthly
deductions for charges. If that is not possible, we will take the loan from your
investment options in proportion to your value in each.

LOAN INTEREST WE CHARGE. The interest we charge on a policy loan accrues daily
at an adjustable interest rate. We determine the rate at the beginning of each
year of your policy, and that rate applies to all policy loans that are
outstanding at any time during the year. The maximum rate is the greater of (a)
5% or (b) the "Monthly Average Corporate" yield published in Moody's Corporate
Bond Yield Averages for the month that ends two months before the interest rate
is set. (If that average is no longer published, we will use another average, as
the policy provides.) We will notify you of the current loan interest rate when
you apply for a loan, and will notify you in advance of any rate increase.

Loan interest payments are due on each policy anniversary. If not paid when due,
we automatically add the interest as a new policy loan.

INTEREST THAT WE CREDIT ON LOAN COLLATERAL. Under our current rules, the annual
interest rate we credit on your loan collateral during any of your policy's
first 20 years will be 1% less than the rate we are then charging you for policy
loan interest, and, beginning in the policy's 21st year, 1/2% less than the
loan interest rate. The rate differentials are not guaranteed. Accordingly, we
have discretion to increase the rate differential for any period, including
under policies that are already outstanding (and may have outstanding loans). We
do guarantee that the annual rate of interest credited on your loan collateral
will never be less than 4% and that the differential will not exceed 2% (except
if tax law changes increase the taxes we pay on policy loans or loan interest).
Because Survivorship 2000 was first offered only in 1992, no such reduction in
the interest rate differential has yet been attained under any outstanding
policy.

INTEREST WE PAY ON YOUR LOAN COLLATERAL ACCRUES DAILY. On each anniversary of
your policy (or when your policy loans are fully discharged) we contribute that
interest to your policy's investment options in the same proportions as if it
were a premium payment.

Effects of policy loans. A loan can reduce the length of time that your
insurance remains in force, because the amount we set aside as loan collateral
cannot be used to
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20   ACCESSING YOUR MONEY
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pay charges as they become due. A loan will also prevent your policy's death
benefit guarantee from keeping the policy in force. We will deduct any
outstanding policy loan plus accrued loan interest from your policy's proceeds
if you do not pay it back. Even if a loan is not taxable when made, it may later
become taxable, for example, upon termination, surrender or maturity. See "Tax
information" beginning on page 22 below for a discussion of the tax consequences
of policy loans.

PAYING OFF YOUR LOAN. You can repay all or part of your loan at any time. We
normally assume that payments you send us are loan repayments. If you send us
more than all of the loan principal and interest you owe, we will treat the
excess as a premium payment. If you don't wish us to treat your payment as a
loan repayment, you must submit instructions with your payment indicating that
it is a premium payment.

When you send us a loan repayment, we will transfer an amount equal to such
repayment from your loan collateral back to the investment options under your
policy. First we will restore any amounts that, before being designated as loan
collateral, had been in the guaranteed interest option under your policy. We
will allocate any additional repayments among investment options as you
instruct; or, if you don't instruct us, in the same proportion as if they were
premium payments.

MAKING WITHDRAWALS FROM YOUR POLICY

You may make a partial withdrawal of your net cash surrender value at any time
after the first year of your policy. The request must be for at least $500,
however, and we have discretion to decline any request. If you do not tell us
from which investment options you wish us to take the withdrawal, we will use
the same allocation that then applies for the monthly deductions we make for
charges; and, if that is not possible, we will take the withdrawal from all of
your investment options in proportion to your value in each.

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You can withdraw all or part of your policy's net cash surrender value, although
you may incur tax consequences and an administrative charge by doing so.
- --------------------------------------------------------------------------------

EFFECT OF PARTIAL WITHDRAWALS ON INSURANCE COVERAGE. If the Option A death
benefit is in effect, a partial withdrawal results in a dollar-for-dollar
automatic reduction in the policy's face amount (and, hence, an equal reduction
in the Option A death benefit). We will not permit a partial withdrawal that
would reduce the face amount below our minimum for new policy issuances at the
time, or that would cause the policy to no longer be treated as life insurance
for federal income tax purposes. If death benefit Option B is in effect, a
partial withdrawal also reduces the death benefit on a dollar-for-dollar basis,
but does not affect the face amount.

The result is different, however, during any time when the alternative death
benefit (discussed on page 14 above) would be higher than the Option A or B
death benefit you have selected. In that case, a partial withdrawal will cause
the death benefit to decrease by more than the amount of the withdrawal. Please
also remember that a partial withdrawal reduces the amount of your premium
payments that count toward maintaining the policy's death benefit guarantee.

You should refer to "Tax information" beginning on page 22 below, for
information about possible tax consequences of partial withdrawals and any
associated reduction in policy benefits.

SURRENDERING YOUR POLICY FOR ITS NET CASH SURRENDER VALUE

You can surrender (give us back) your policy for its "net cash surrender value"
at any time. The net cash surrender value equals your account value, minus any
outstanding loans and unpaid loan interest, and minus any amount of your account
value that is "restricted" as a result of previously distributed "living
benefits."

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                                                       ACCESSING YOUR MONEY   21
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Please refer to "Tax information" beginning on page 22 below for the possible
tax consequences of surrendering your policy.

WHEN YOUR POLICY MATURES

If at least one insured person is still living on the policy anniversary closest
to what would have been the younger insured's 100th birthday ("maturity"), we
will pay you the policy's account value on that date, reduced by any outstanding
loans, by unpaid loan interest, and by any amounts of the account value that are
"restricted" as a result of previously distributed "living benefits." The policy
will then terminate. See "Tax information" beginning on page 22 below for the
tax consequences of maturity.

YOUR OPTION TO RECEIVE A LIVING BENEFIT

Subject to our insurance underwriting guidelines and availability in your state,
your policy will automatically include our living benefit rider. This feature
enables you to receive a portion (generally 75%) of the policy's death benefit
(excluding death benefits payable under certain other policy riders), if one of
the insured persons has died and the surviving insured person has a terminal
illness (as defined in the rider). We make no additional charge for the rider,
but we will deduct a one-time administrative charge of up to $250 from any
living benefit we pay.

If you tell us that you do not wish to have the living benefit rider added at
issue, but you later ask to add it, there will be a $100 administrative charge.
Also, we will need to evaluate the insurance risk at that time, and we may
decline to issue the rider.

If you receive a living benefit, the remaining benefits under your policy will
be affected. We will deduct the amount of any living benefit we have paid, plus
interest (as specified in the rider), from the death benefit proceeds that
become payable under the policy when the surviving insured person dies.

When we pay a living benefit we automatically transfer a pro rata portion of
your policy's net cash surrender value to the policy's guaranteed interest
option. This amount, together with the interest you earn thereon, will be
"restricted" - that is, it will not be available for any loans, transfers or
partial withdrawals that you may wish to make. We will deduct these restricted
amounts from any subsequent surrender or maturity proceeds that we pay. (In your
policy, we refer to this as a "lien" we establish against your policy.)

The receipt of a living benefit payment may qualify for exclusion from income
tax. See "Tax information" below. Receipt of a living benefit payment may affect
your eligibility for certain government benefits or entitlements.

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You can arrange to receive a "living benefit" if the surviving insured person
becomes terminally ill.
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22   TAX INFORMATION
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5
Tax information


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This discussion is based on current federal income tax law and interpretations.
It assumes that each policyowner is a natural person who is a U.S. citizen and
resident. The tax effects on corporate taxpayers, non-U.S. residents or non-U.S.
citizens may be different. This discussion is general in nature, and should not
be considered tax advice, for which you should consult a qualified tax advisor.

BASIC TAX TREATMENT FOR YOU AND YOUR BENEFICIARY

A Survivorship 2000 policy will be treated as "life insurance" for federal
income tax purposes (a) if it meets the definition of life insurance under
Section 7702 of the Internal Revenue Code (the "Code") and (b) as long as the
investments made by the underlying Portfolios satisfy certain investment
diversification requirements under Section 817(h) of the Code. We believe that
the policies will meet these requirements and, therefore, that

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

o  increases in your policy's account value as a result of interest or
   investment experience will not be subject to federal income tax, unless and
   until there is a distribution from your policy, such as a surrender, a
   partial withdrawal, loan or a payment to you that we believe is required to
   maintain your policy's status as life insurance under the Code.

There may be different tax consequences if you assign your policy or designate a
new owner. See "Assigning your policy" at page 27 below.

TAX TREATMENT OF DISTRIBUTIONS TO YOU

The federal income tax consequences of a distribution from your policy depend on
whether your policy is a "modified endowment contract" (sometimes also referred
to as a "MEC"). In all cases, however, the character of any income described
below as being taxable to the recipient will be ordinary income (as opposed to
capital gain).

TESTING FOR MODIFIED ENDOWMENT CONTRACT STATUS. Your policy will be a "modified
endowment contract" if, at any time during the first seven years of your policy,
you have paid a cumulative amount of premiums that exceeds the cumulative
seven-pay limit. The cumulative seven-pay limit is the amount of premiums that
you would have paid by that time under a similar fixed-benefit insurance policy
that was designed (based on certain assumptions mandated under the Code) to
provide for paid up future benefits after the payment of seven equal annual
premiums. ("Paid up" means that no future premiums would be required.) This is
called the "seven-pay" test.

Whenever there is a "material change" under a policy, the policy will generally
be (a) treated as a new contract for purposes of determining whether the policy
is a modified endowment contract and (b) 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 prescribed formula, the account value of the policy at the time
of such change. A materially changed policy would be considered a modified
endowment contract if it failed to satisfy the new seven-pay limit at any time
during the new seven-pay period. A "material change" for these purposes could
occur as a result of a change in death benefit option or certain other changes.

If your policy's benefits are reduced, the seven-pay limit will be redetermined
based on the reduced level of benefits and applied retroactively for purposes of
the seven-pay test. (Such a reduction in benefits could include, for example, a
requested decrease in face amount or, in some cases, a partial withdrawal.) If
the premiums previously paid during its first seven years (or within seven years
after a material change) are greater than the recalculated (lower) seven-pay
limit, the policy will become a modified endowment contract.

A life insurance policy that you receive in exchange for a modified endowment
contract will also be considered a modified endowment contract.

Changes made to your policy, for example, a decrease in face amount (including
any decrease that may occur as a result of a partial withdrawal) or other
decrease in benefits,
<PAGE>
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                                                            TAX INFORMATION   23
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may impact the maximum amount of account value that may be maintained under the
policy. In some cases, this may cause us to take action in order to assure that
your policy continues to qualify as life insurance, including distribution of
amounts to you that may be includable as income. See "Changes we can make" on
page 34 below.

TAXATION OF PRE-DEATH DISTRIBUTIONS IF YOUR POLICY IS NOT A MODIFIED ENDOWMENT
CONTRACT. As long as your policy remains in force as a non-modified endowment
contract, policy loans will be treated as indebtedness, and no part of the loan
proceeds will be subject to current federal income tax. Interest on the loan
will generally not be tax deductible, although interest credited on loan
collateral may become taxable under the rules below if distributed.

If you make a partial withdrawal after the first 15 years of your policy, the
proceeds will not be subject to federal income tax except to the extent such
proceeds exceed your "basis" in your policy. (Your basis generally will equal
the premiums you have paid, less the amount of any previous distributions from
your policy that were not taxable.) During the first 15 years, however, the
proceeds from a partial withdrawal could be subject to federal income tax, under
a complex formula, to the extent that your account value exceeds your basis.

On the maturity date or upon full surrender, any amount by which the proceeds we
pay (including amounts we use to discharge any policy loan and unpaid loan
interest) exceed your basis in the policy will be subject to federal income tax.
IN ADDITION, IF A POLICY TERMINATES AFTER A GRACE PERIOD, THE EXTINGUISHMENT OF
ANY THEN-OUTSTANDING POLICY LOAN AND UNPAID LOAN INTEREST WILL BE TREATED AS A
DISTRIBUTION AND COULD BE SUBJECT TO TAX UNDER THE FOREGOING RULES. Finally, if
you make an assignment of rights or benefits under your policy, you may be
deemed to have received a distribution from your policy, all or part of which
may be taxable.

TAXATION OF PRE-DEATH DISTRIBUTIONS IF YOUR POLICY IS A MODIFIED ENDOWMENT
CONTRACT. Any distribution from your policy will be taxed on an "income-first"
basis if your policy is a modified endowment contract. 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
withdrawal. Any such distributions will be considered taxable income to you to
the extent your account value exceeds your basis in the policy. (For modified
endowment contracts, your basis is similar to the basis described above for
other policies, except that it also 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 endowment contracts issued by Equitable Life (or its affiliate) to the
same owner (excluding certain qualified plans) during any calendar year are
treated as if they were a single contract.

A 10% penalty tax also will apply to the taxable portion of most distributions
from a policy that is a modified endowment contract. The penalty tax will not,
however, apply to (i) taxpayers whose actual age is at least 59 1/2, (ii)
distributions in the case of a disability (as defined in the Code) or (iii)
distributions 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 or her beneficiary.

IF YOUR POLICY TERMINATES AFTER A GRACE PERIOD, THE EXTINGUISHMENT OF ANY
THEN-OUTSTANDING POLICY LOAN AND UNPAID LOAN INTEREST WILL BE TREATED AS A
DISTRIBUTION (to the extent the loan was not previously treated as such) and
could be subject to tax, including the 10% penalty tax, as described above. In
addition, on the maturity date and upon a full surrender, any excess of the
proceeds we pay (including any amounts we use to discharge any loan) over your
basis in the policy, will be subject to federal income tax and, unless an
exception applies, the 10% penalty tax.

Distributions that occur during a year of your policy in which it becomes a
modified endowment contract, and during any subsequent years, will be taxed as
described in the four preceding paragraphs. In addition, distributions from a
policy within two years before it becomes a modified endowment
<PAGE>
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24   TAX INFORMATION
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contract also will be subject to tax in this manner. This means that a
distribution made from a policy that is not a modified endowment contract could
later become taxable as a distribution from a modified endowment contract.

RESTORATION OF A TERMINATED POLICY. For tax purposes, some restorations of a
policy that terminated after a grace period may be treated as the purchase of a
new policy.

TAX TREATMENT OF LIVING BENEFIT PROCEEDS

Amounts received under an insurance policy on the life of an individual who is
terminally ill, as defined by the tax law, are generally excludable from the
payee's gross income. We believe that the benefits provided under our living
benefit rider meet the tax law's definition of terminally ill and can qualify
for this income tax exclusion. This exclusion does not apply to amounts paid to
someone other than the surviving insured person, however, if the payee has an
insurable interest in the surviving insured person's life only because that
insured person is a director, officer or employee of the payee or by reason of
that insured person being financially interested in any trade or business
carried on by the payee.

EFFECT OF POLICY SPLITS

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

EFFECT OF POLICY ON INTEREST DEDUCTIONS TAKEN BY BUSINESS ENTITIES

Ownership of a policy by a trade or business entity can limit the amount of any
interest on business borrowings that entity otherwise could deduct for federal
income tax purposes, even though such business borrowings may be unrelated to
the policy. To avoid the limit, one of the insured persons must be a 20% owner
of the trade or business entity when coverage on that person commences, and the
other person must be his or her spouse.

The limit does not generally apply for policies owned by natural persons (even
if those persons are conducting a trade or business as sole proprietorships),
unless a trade or business entity that is not a sole proprietorship is a direct
or indirect beneficiary under the policy. Entities commonly have such a
beneficial interest, for example, in so-called "split dollar" arrangements. If
the trade or business entity has such an interest in a policy, it will be
treated the same as if it owned the policy for purposes of the limit on
deducting interest on unrelated business income.

The limit generally applies only to policies issued after June 8, 1997 in
taxable years ending after such date. However, for this purpose, any material
change in a policy will be treated as the issuance of a new policy.

In cases where the above-discussed limit on deductibility applies, the
non-deductible portion of unrelated interest on business loans is determined by
multiplying the total amount of such interest by a fraction. The numerator of
the fraction is the policy's average account value (excluding amounts we are
holding to secure any policy loans) for the year in question, and the
denominator is the average for the year of the aggregate tax bases of all the
entity's other assets.

Any corporate, trade, or business use of a policy should be carefully reviewed
by your tax advisor with attention to these rules, as well as the other rules
and possible tax law changes that could occur with respect to such coverage.

REQUIREMENT THAT WE DIVERSIFY INVESTMENTS

Under Section 817(h) of the Code, the Treasury Department has issued regulations
that implement investment diversification requirements. Failure to comply with
these regulations would disqualify your policy as a life insurance policy under
Section 7702 of the Code. If this were to occur, you would be subject to federal
income tax on any income and gains under the policy and the death benefit
proceeds would lose their income tax-free status. These consequences
<PAGE>
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                                                            TAX INFORMATION   25
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would continue for the period of the disqualification and for subsequent
periods. Through the Portfolios, we intend to comply with the applicable
diversification requirements.

ESTATE, GIFT, AND GENERATION-SKIPPING TAXES

If the policy's owner is the surviving insured person, the death benefit will
generally be includable in the owner's estate for purposes of federal estate
tax. If an owner is not the surviving insured person, and that owner dies before
the surviving insured person, the value of that owner's interest in the policy
would be includable in that owner's estate. If the owner is neither the
surviving insured person nor the beneficiary, the owner will be considered to
have made a gift to the beneficiary of the death benefit proceeds when they
become payable.

In general, a person will not owe estate or gift taxes until gifts made by such
person, plus that person's taxable estate, total at least $650,000 (a figure
that is scheduled to rise at periodic intervals to $1 million by the year 2006).
For this purpose, however, certain amounts may be deductible or excludable, such
as gifts and bequests to the person's spouse or charitable institutions and
certain gifts of $10,000 or less per year for each recipient.

As a general rule, if you make a "transfer" to a person two or more generations
younger than you, a generation- skipping tax may be payable. Generation-skipping
transactions would include, for example, a case where a grandparent "skips" his
or her children and names grandchildren as a policy's beneficiaries. In that
case, the generation-skipping "transfer" would be deemed to occur when the
insurance proceeds are paid. The generation-skipping tax rates are similar to
the maximum estate tax rate in effect at the time. Individuals, however, are
generally allowed an aggregate generation-skipping tax exemption of $1 million.

The particular situation of each policyowner, insured person or beneficiary will
determine how ownership or receipt of policy proceeds will be treated for
purposes of federal estate, gift and generation-skipping taxes, as well as state
and local estate, inheritance and other taxes. Because these rules are complex,
you should consult with a qualified tax advisor for specific information,
especially where benefits are passing to younger generations.

EMPLOYEE BENEFIT PROGRAMS

Complex rules may also 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 must consider whether the policy was applied for by or issued
to a person having an insurable interest under applicable state law and with the
insured persons' consent. The lack of an insurable interest or consent 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 receive a death
benefit.

ERISA

Employers and employer-created trusts may be subject to reporting, disclosure
and fiduciary obligations under the Employee Retirement Income Security Act of
1974. You should consult a qualified legal advisor.

OUR TAXES

The operations of our Separate Account FP are reported in our federal income tax
return. The separate account's investment income and capital gains, however,
are, for tax purposes, reflected in our variable life insurance policy reserves.
Therefore, we currently pay no taxes on such income and gains and impose no
charge for such taxes. We reserve the right to impose a charge in the future for
taxes incurred; for example, a charge to the separate account for income taxes
incurred by us that are allocable to the policies.

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 our
separate account or allocable to the policies.
<PAGE>
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26   TAX INFORMATION
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WHEN WE WITHHOLD TAXES FROM DISTRIBUTIONS

Generally, unless you provide us with a satisfactory written election to the
contrary prior to the distribution, we are required to withhold income tax from
any proceeds we distribute as part of a taxable transaction under your policy.
If you do not wish us to withhold tax from the payment, or if we do not withhold
enough, you may have to pay later, and you may incur penalties under the
estimated income tax rules. In some cases, where generation-skipping taxes may
apply, we may also be required to withhold for such taxes unless we are provided
satisfactory notification that no such taxes are due. States may also require us
to withhold tax on distributions to you. Special withholding rules apply if you
are not a U.S. resident or not a U.S. citizen.

POSSIBILITY OF FUTURE TAX CHANGES

The U.S. Congress frequently considers legislation that, if enacted, could
change the tax treatment of life insurance policies or increase the taxes we pay
in connection with such policies. In addition, the Treasury Department may amend
existing regulations, issue regulations on the qualification of life insurance
and modified endowment contracts, or adopt new interpretations of existing law.
State and local tax law or, if you are not a U.S. citizen and resident, foreign
tax law, may also affect the tax consequences to you, the insured person or your
beneficiary, and are subject to change. Any changes in federal, state, local or
foreign tax law or interpretations could have a retroactive effect.

The Treasury Department has stated that it anticipates the issuance of
guidelines prescribing the circumstances in which your ability to direct your
investment to particular Portfolios within a separate account may cause you,
rather than the insurance company, to be treated as the owner of the Portfolio
shares attributable to your policy. In that case, income and gains attributable
to such Portfolio shares would be included in your gross income for federal
income tax purposes. Under current law, however, we believe that Equitable Life,
and not the owner of a policy, would be considered the owner of the Portfolio
shares.
<PAGE>
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                MORE INFORMATION ABOUT PROCEDURES THAT APPLY TO YOUR POLICY   27
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6
More information about procedures that apply to your policy


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This section provides further detail about certain subjects that are addressed
in the previous pages. The following discussion generally does not repeat the
information already contained in those pages.

WAYS TO MAKE PREMIUM AND LOAN PAYMENTS

Checks and money orders. Premiums or loan payments generally must be paid by
check or money order drawn on a U.S. bank in U.S. dollars and made payable to
"Equitable Life."

We prefer that you make each payment to us with a single check drawn on your
business or personal bank account. We also will accept a single money order,
bank draft or cashier's check payable directly to Equitable Life, although we
must report such "cash equivalent" payments to the Internal Revenue Service
under certain circumstances. Cash and travelers' checks, or any payments in
foreign currency, are not acceptable. We will accept third-party checks payable
to someone other than Equitable Life and endorsed over to Equitable Life only
(1) as a direct payment from a qualified retirement plan or (2) if it is made
out to a trustee who owns the policy and endorses the entire check (without any
refund) as a payment to the policy.

REQUIREMENTS FOR SURRENDER REQUESTS

Your surrender request must include the policy number, your name, your tax
identification number, the names of the insured persons, and the address where
proceeds should be mailed. The request must be signed by you, as the owner, and
by any joint owner, collateral assignee or irrevocable beneficiary. We may also
require you to complete specific tax forms.

Finally, in order for your surrender request to be complete, you must return
your policy to us.

WAYS WE PAY POLICY PROCEEDS

The payee for death benefit or other policy proceeds (e.g., upon surrenders) may
name a successor to receive any amounts that we still owe following the payee's
death. Otherwise, we will pay any such amounts to the payee's estate.

We must approve any payment 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 payment 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 payees, and the methods for proving the payee's age and
continued survival.

ASSIGNING YOUR POLICY

You may assign (transfer) your rights in a policy to someone else as collateral
for a loan, to effect a change of ownership or for some other reason, if we
agree. A copy of the assignment must be forwarded to our Administrative Office.
We are not responsible for any payment we make or any action we take before we
receive notice of the assignment or for the validity of the assignment. An
absolute assignment is a change of ownership.

Certain transfers for value may subject you to income tax and penalties and
cause the death benefit to lose its income-tax free treatment. Further, a gift
of a policy that has a loan outstanding may be treated as part gift and part
transfer for value, which could result in both gift tax and income tax
consequences. You should consult your tax advisor prior to making a transfer or
other assignment.

DATES AND PRICES AT WHICH POLICY EVENTS OCCUR

We describe below the general rules for when, and at what prices, events under
your policy will occur. Other portions of this prospectus describe circumstances
that may cause exceptions. We generally do not repeat those exceptions below.
<PAGE>
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28   MORE INFORMATION ABOUT PROCEDURES THAT APPLY TO YOUR POLICY
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DATE OF RECEIPT. Where this prospectus refers to the day when we receive a
payment, request, election, or notice from you, we usually mean the day on which
that item (or the last thing necessary for us to process that item) arrives in
complete and proper form at our Administrative Office or via the appropriate
telephone or fax number if the item is a type we accept by those means. There
are two main exceptions: if the item arrives (1) on a day that is not a business
day or (2) after the close of a business day, then, in each case, we are deemed
to have received that item on the next business day.

BUSINESS DAYS. Every day that the New York Stock Exchange is open for regular
trading is a business day for us. Each business day ends at the time regular
trading on the exchange closes (or is suspended) for the day. We compute unit
values for our variable investment options as of the end of each business day.
This usually is 4:00 p.m., Eastern Time.

PAYMENTS YOU MAKE. The following are reflected in your policy as of the date we
receive them:

o  premium payments received after the policy's investment start date (discussed
   below)

o  loan repayments and interest payments

REQUESTS YOU MAKE. The following transactions occur as of the date we receive
your request:

o  withdrawals

o  tax withholding elections

o  face amount decreases that result from a withdrawal

o  changes of allocation percentages for premium payments or monthly deductions

o  surrenders

o  changes of beneficiary

o  transfers from a variable investment option to the guaranteed interest option

o  changes in form of death benefit payment

o  loans

o  transfers among variable investment options

o  assignments

The following transactions occur on your policy's next monthly anniversary that
coincides with or follows the date we approve your request:

o  decreases in face amount

o  restoration of lapsed policies

o  changes in death benefit option

DOLLAR COST AVERAGING SERVICE. Transfers pursuant to our dollar cost averaging
service occur as of the first day of each month of your policy. We make the
first such transfer, as of your policy's first monthly anniversary that
coincides with or follows the date we receive your request. If you request the
dollar cost averaging service in your original policy application, however, the
first transfer will occur as of the first day of the second month of your policy
that begins after your policy's initial Allocation Date.

ASSET REBALANCING SERVICE. If you request the asset rebalancing service in your
policy application, the initial transaction will be on the start date you
specify. Onetime asset rebalancing requests and the first transfer of a periodic
rebalancing program received after the original policy application will be
processed as of the start date you specify or the date we receive your request,
if you do not select a start date. No rebalancing will occur, however, prior to
your Allocation Date. Subsequent periodic rebalancings occur quarterly,
semiannually or annually, as you have requested.

DELAY IN CERTAIN CASES. We may delay allocating any payment you make to our
variable investment options, or any transfer, for the same reasons stated in
"Delay of variable investment option proceeds" on page 34 below. We may also
delay such transactions for any other legally permitted purpose.

PRICES APPLICABLE TO POLICY TRANSACTIONS. If a transaction will increase or
decrease the amount you have
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in a variable investment option as of a certain date, we process the transaction
using the unit values for that option computed as of that day's close of
business, unless that day is not a business day. In that case, we use unit
values computed as of the next business day's close.

EFFECT OF DEATH OR SURRENDER. You may not make any surrender or partial
withdrawal request after the surviving insured person has died. Also, all
insurance coverage ends on the date as of which we process any request for a
surrender.

POLICY ISSUANCE

REGISTER DATE. When we issue a policy, we assign it a "register date," which
will be shown in the policy. We measure the months, years, and anniversaries of
your policy from your policy's register date.

o  If you submit the full initial premium to your registered representative 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 you signed part
   I of the policy application or (b) the date a medical professional signed
   part II of the policy application.

o  If we do not receive your full initial premium at our Administrative Office
   before the issue date or, if we issue the policy on a different basis than
   you applied for, the register date will be the same as the date we actually
   issue the policy (the "issue date").

Policies that would otherwise receive a register date of the 29th, 30th or 31st
of any month will receive a register date of the 28th of that month.

We may also permit an earlier than customary register date (a) for
employer-sponsored cases, to accommodate a common register date for all
employees or (b) to provide a younger age at issue. (A younger age at issue
reduces the monthly charges that we deduct under a policy.) The charges and
deductions commence as of the register date, even when we have permitted an
early register date. We may also permit policyowners to delay a register date
(up to three months) in employer-sponsored cases.

INVESTMENT START DATE. This is the date your investment first begins to earn a
return for you in our Alliance Money Market option (prior to the Allocation
Date). Generally, this is the register date, or, if later, the date we receive
your full initial premium at our Administrative Office.

COMMENCEMENT OF INSURANCE COVERAGE. You must give the full initial premium to
your registered representative on or before the day the policy is delivered to
you. No insurance under your policy will take effect unless (1) both insured
persons are still living at the time such payment and delivery are completed and
(2) unless the information in the application continues to be true and complete,
without material change, as of the time of such payment. If you submit the full
initial premium with your application, we may, subject to certain conditions,
provide a limited amount of temporary insurance on the proposed insured persons.
You may review a copy of our temporary insurance agreement, on request, for more
information about the terms and conditions of that coverage.

NON-ISSUANCE. If, after considering your application, we decide not to issue a
policy, we will refund any premium you have paid, without interest.

AGE; AGE AT ISSUE. Unless the context in this prospectus requires otherwise, we
consider an insured person's "age" during any policy year to be his or her age
on his or her birthday nearest to the beginning of that policy year. For
example, an insured person's age for the first policy year ("age at issue") is
that person's age on whichever birthday is closer to (i.e., before or after) the
policy's register date.

GENDER-NEUTRAL POLICIES

Congress and various states have from time to time considered legislation that
would require insurance rates to be the same for males and females. 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 Survivorship 2000 in connection
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with an employment-related insurance or benefit plan. In a 1983 decision, the
United States Supreme Court held that, under Title VII, optional annuity
benefits under a deferred compensation plan could not vary on the basis of sex.

There will be no distinctions based on sex in the cost of insurance rates for
Survivorship 2000 policies sold in Montana. We will also make such
gender-neutral policies available on request in connection with certain employee
benefit plans. Cost of insurance rates applicable to a gender-neutral policy
will not be greater than the comparable male rates under a gender specific
Survivorship 2000 policy.
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7
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YOUR VOTING PRIVILEGES

VOTING OF PORTFOLIO SHARES. As the legal owner of any Portfolio shares that
support a variable investment option, we will attend (and have the right to vote
at) any meeting of shareholders of the Portfolio (or the Trust). To satisfy
currently-applicable legal requirements, however, we will give you the
opportunity to tell us how to vote the number of each Portfolio's shares that
are attributable to your policy. We will vote shares attributable to policies
for which we receive no instructions in the same proportion as the instructions
we do receive from all policies that participate in our Separate Account FP
(discussed below). With respect to any Portfolio shares that we are entitled to
vote directly (because we do not hold them in a separate account or because they
are not attributable to policies), we will vote in proportion to the
instructions we have received from all holders of variable annuity and variable
life insurance policies who are using that Portfolio.

Under current legal requirements, we may disregard the voting instructions we
receive from policyowners only in certain narrow circumstances prescribed by SEC
regulations. If we do, we will advise you of the reasons in the next annual or
semiannual report we send to you.

VOTING AS POLICYOWNER. In addition to being able to instruct voting of Portfolio
shares as discussed above, policyowners that use our variable investment options
may in a few instances be called upon to vote on matters that are not the
subject of a shareholder vote being taken by any Portfolio. If so, you will have
one vote for each $100 of account value in any such option; and we will vote our
interest in Separate Account FP in the same proportion as the instructions we
receive from holders of Survivorship 2000 and other policies that Separate
Account FP supports.

ABOUT OUR SEPARATE ACCOUNT FP

Each variable investment option is a part (or "subaccount") of our Separate
Account FP. We established Separate Account FP under special provisions of the
New York Insurance Law. These provisions prevent creditors from any other
business we conduct from reaching the assets we hold in our variable investment
options for owners of our variable life insurance policies. We are the legal
owner of all of the assets in Separate Account FP and may withdraw any amounts
that exceed our reserves and other liabilities with respect to variable
investment options under our policies. The results of Separate Account FP's
operations are accounted for without regard to Equitable Life's other
operations.

Separate Account FP's predecessor was established on April 19, 1985 by our then
wholly owned subsidiary, Equitable Variable Life Insurance Company. We
established our Separate Account FP under New York Law on September 21, 1995.
When Equitable Variable Life Insurance Company merged into Equitable Life, as of
January 1, 1997, our Separate Account FP succeeded to all the assets,
liabilities and operations of its predecessor.

Separate Account FP is registered with the SEC under the Investment Company Act
of 1940 and is classified by that act as a "unit investment trust." The SEC,
however, does not manage or supervise Equitable Life or Separate Account FP.

Each subaccount (variable investment option) of Separate Account FP available
under Survivorship 2000 invests solely in class IB shares issued by the
corresponding Portfolio of EQ Advisors Trust. Separate Account FP immediately
reinvests all dividends and other distributions it receives from a Portfolio in
additional shares of that Portfolio.

The EQ Advisors Trust sells its shares to Equitable Life separate accounts in
connection with Equitable Life's variable life insurance and annuity products,
to the trustee of a qualified plan for Equitable Life and to separate accounts
of insurance companies, both affiliated and unaffiliated with Equitable Life. We
currently do not foresee any disadvantages to our policyowners arising out of
this. However, the Board of Trustees of EQ Advisors Trust intends to monitor
events to identify any material irreconcilable conflicts that may arise and to
determine what action, if any, should be taken in response. If we believe that
the Board's response insufficiently protects our policyowners, we will see to it
that appropriate action is taken to do so. Also, if we ever believe that any of
the Trust's Portfolios is so large as to
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materially impair the investment performance of the Portfolio involved, we will
examine other investment alternatives.

ABOUT OUR GENERAL ACCOUNT

Our general account assets support all of our obligations, (including those
under the Survivorship 2000 policies and, more specifically, the guaranteed
interest option). Our general assets consist of all of our assets as to which no
class or classes of our annuity or life insurance policies have any preferential
claim. You will not share in the investment experience of our general account
assets, however; and we have full discretion about how we invest those assets
(subject only to any requirements of law).

Because of applicable exemptions and exclusions, we have not registered
interests in the general account under the Securities Act of 1933 or registered
the general account as an investment company with the SEC. Accordingly, neither
the general account, the guaranteed interest option, nor any interests therein,
are subject to regulation under those acts. The staff of the SEC has not
reviewed the portions of this prospectus that relate to the general account and
the guaranteed interest option. The disclosure, however, may be subject to
certain provisions of the federal securities law relating to the accuracy and
completeness of statements made in prospectuses.

We declare the rate of interest for each year of your policy at the beginning of
that year, but it will not be less than 4%. We credit and compound the interest
daily at an effective annual rate that equals the declared rate for the year.
The rates we are at any time declaring on outstanding policies may differ from
the rates we are then declaring for newly issued policies.

TRANSFERS OF YOUR ACCOUNT VALUE

TRANSFERS NOT IMPLEMENTED. When we cannot process part of a transfer request, we
will not process any other part of the request. This could occur, for example,
where the request does not comply with our transfer limitations, or where you
request transfer of an amount greater than that currently allocated to an
investment option.

Similarly, the dollar cost averaging service will terminate immediately if: (1)
your amount in the Alliance Money Market option is insufficient to cover the
automatic transfer amount; (2) your policy is in a grace period; or (3) we
receive notice of the surviving insured person's death.

MARKET TIMING. We may, at any time, restrict the use of market timers and other
agents acting under a power of attorney who are acting on behalf of more than
one policyowner. Any agreements to use market timing services to make transfers
are subject to our rules in effect at that time.

TELEPHONE REQUESTS

If you are a properly authorized person, you may make telephone transfers as
described above on page 17.

All telephone requests are automatically tape-recorded and are invalid if the
information given is incomplete or any portion of the request is inaudible. We
have established procedures reasonably designed to confirm that telephone
instructions are genuine. These include requiring personal identification
information from the caller and providing subsequent written confirmation of the
instructions. If we do not employ reasonable procedures to confirm the
genuineness of telephone instructions, we may be liable for any losses arising
out of any act or omission that constitutes negligence, lack of good faith, or
willful misconduct. In light of our procedures, we will not be liable for
following telephone instructions that we reasonably believe to be genuine.

Any telephone transaction request that you make after the close of a business
day (which is usually 4:00 p.m. Eastern Time) will be processed as of the next
business day. During times of extreme market activity, or for other reasons, you
may be unable to contact us to make a telephone request. If this occurs, you
should submit a written transactions request to our Administrative Office. We
reserve the right to discontinue telephone transactions, or modify the
procedures and conditions for such transactions, at any time.
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DEDUCTING POLICY CHARGES

CHARGE FOR TAXES. This charge is designed to approximate certain taxes and
additional charges imposed upon us by states and other jurisdictions. This
charge may be increased or decreased to reflect any changes in our taxes. In
addition, if an insured person changes his or her residence, you should notify
us to change our records so that the charge will reflect the new jurisdiction.
Any change will take effect on the next policy anniversary, if received at least
60 days prior to the policy anniversary. You cannot deduct our charge to you as
state or local taxes on your federal income tax return.

SALES CHARGE. A target premium is generally equal to one specified premium.
Paying less than one target premium in each of the first four policy years, or
paying more than one target premium in any policy year (including the first
policy year) could reduce the policyowner's total sales charge. However,
attempting to structure the timing and amount of premium payments to reduce the
potential total sales charge is not recommended as it could increase the risk
that your policy will lapse. Delaying the payment of target premiums to later
years could adversely affect the availability of the death benefit guarantee,
and acceleration of premium payments to early years should take into account the
modified endowment contract seven-pay limit.

MONTHLY COST OF INSURANCE CHARGE. The monthly cost of insurance charge is
determined by multiplying the cost of insurance rate that is then applicable to
your policy by the amount we have at risk under your policy. Our amount at risk
(also described in your policy as "net amount at risk") on any date is the
difference between (a) the death benefit that would be payable if the surviving
insured person died on that date and (b) the then total account value under the
policy. A greater amount at risk, or a higher cost of insurance rate, will
result in a higher monthly charge. As a general rule, the cost of insurance rate
increases each year that you own your policy. This happens automatically because
of the insured persons' increasing age.

Our cost of insurance rates are guaranteed not to exceed those that will be
specified in your policy. For most insured persons at most ages, our current
rates are lower than those maximums. Therefore, we have the ability to raise
these rates up to the guaranteed maximum at any time. The guaranteed maximum
cost of insurance rates for gender neutral Survivorship 2000 policies are based
on the 1980 Commissioner's Standard Ordinary SD Smoker and ND Non-Smoker
Mortality Table. For all other policies, the guaranteed maximum cost of
insurance rates are based on the 1980 Commissioner's Standard Ordinary Male and
Female Smoker and Non-Smoker Mortality Tables.

Our cost of insurance rates will generally be lower (except in Montana and in
connection with certain employee benefit plans) if an insured person is a female
than if a male. They also will generally be lower for non-tobacco users than
tobacco users and lower for persons that have other favorable health
characteristics, as compared to those that do not. On the other hand, insured
persons who present particular health, occupational or avocational risks may be
charged higher cost of insurance rates and other additional charges as specified
in their policies. In addition, the current rates also vary depending on the
duration of the policy (i.e., the length of time since the policy was issued).

Both guaranteed and current cost of insurance rates are computed on a joint life
basis, even after the death of the first insured person. This means that
otherwise comparable policies will have the same cost of insurance rates,
regardless of whether both insureds are still living.

DATE OF MONTHLY DEDUCTIONS. We make the regular monthly deductions as of the
first day of each month of the policy.

PURPOSES 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 we expect, 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.
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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 administrative charge, cost of insurance
charge, and mortality and expense risk charge. However, the fact that any charge
bears the name of, or is designed primarily to defray, 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. Nor does it mean 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. The sales charge is designed
primarily to defray sales expenses we incur that are based on premium payments.

SUICIDE AND CERTAIN MISSTATEMENTS

If a surviving insured person commits suicide within certain time periods, the
amount of death benefit we pay will be limited as described in the policy. Also,
if an application misstated the age or gender of an insured person, we will
adjust the amount of any death benefit (and certain rider benefits), as
described in the policy (or rider).

WHEN WE PAY POLICY PROCEEDS

GENERAL. We will generally pay any death benefit, surrender, withdrawal, or loan
within seven days after we receive the request and any other required items. In
the case of a death benefit, if we do not have information about the desired
manner of payment within 60 days after the date we receive notification of the
surviving insured person's death (and other required items), we will pay the
proceeds as a single sum, normally within seven days thereafter. We pay maturity
proceeds within seven days after the maturity date.

CLEARANCE OF CHECKS. We reserve the right to defer payment of that portion of
your account value that is attributable to a premium payment made by check for a
reasonable period of time (not to exceed 15 days) to allow the check to clear
the banking system.

DELAY OF GUARANTEED INTEREST OPTION PROCEEDS. We also have the right to defer
payment or transfers of amounts out of our guaranteed interest option for up to
six months. If we delay more than 30 days in paying you such amounts, we will
pay interest of at least 3% per year from the date we receive your request.

DELAY OF VARIABLE INVESTMENT OPTION PROCEEDS. We reserve the right to defer
payment of any death benefit, transfer, loan or other distribution that is
derived from a variable investment option if (a) the New York Stock Exchange is
closed (other than customary weekend and holiday closings) or trading on that
exchange is restricted; (b) the SEC has declared that an emergency exists, as a
result of which disposal of securities is not reasonably practicable or it is
not reasonably practicable to fairly determine the account value; or (c) the law
permits the delay for the protection of owners. If we need to defer calculation
of values for any of the foregoing reasons, all delayed transactions will be
processed at the next available unit values.

DELAY TO CHALLENGE COVERAGE. We may challenge the validity of your insurance
policy or any rider based on any material misstatements in an application you
have made to us. We cannot make such challenges, however, beyond certain time
limits set forth in the policy or rider. If an insured person dies within one of
these limits, we may delay payment of any proceeds until we decide whether to
challenge the policy.

CHANGES WE CAN MAKE

In addition to any of the other changes described in this prospectus, we have
the right to modify how we or Separate Account FP 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  combine two or more variable investment options or withdraw assets relating
   to Survivorship 2000 from one investment option and put them into another;
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o  end the registration of, or re-register, Separate Account FP under the
   Investment Company Act of 1940;

o  operate Separate Account FP under the direction of a "committee" or discharge
   such a committee at any time;

o  restrict or eliminate any voting rights or privileges of policyowners (or
   other persons) that affect Separate Account FP;

o  operate Separate Account FP, or one or more of the variable investment
   options, in any other form the law allows. This includes any form that allows
   us to make direct investments, in which case we may charge Separate Account
   FP an advisory fee. We may make any legal investments we wish for Separate
   Account FP. In addition, we may disapprove any change in investment advisors
   or in investment policy unless a law or regulation provides differently.

If we take any action that results in a material change in the underlying
investments of a variable investment option, we will notify you as required by
law. We may, for example, cause the variable investment option to invest in a
mutual fund other than, or in addition to, EQ Advisors Trust. If you then wish
to transfer the amount you have in that option to another investment option, you
may do so.

We may make any changes in the policy or its riders, require additional premium
payments, or make distributions from the policy to the extent we deem necessary
to ensure that your policy qualifies or continues to qualify as life insurance
for tax purposes. Any such change will apply uniformly to all policies that are
affected. We will give you written notice of such changes. We also may make
other changes in the policies that do not reduce any net cash surrender value,
death benefit, account value, or other accrued rights or benefits.

REPORTS WE WILL SEND YOU

Shortly after the end of each year of your policy, we will send you a report
that includes information about your policy's current death benefit, account
value, cash surrender value, policy loans, policy transactions and amounts of
charges deducted. We will send you individual notices to confirm premium
payments, transfers and certain other policy transactions.

LEGAL PROCEEDINGS

Equitable Life and its affiliates are parties to various legal proceedings. In
our view, none of these proceedings would be considered material with respect to
a policyowner's interest in the Separate Account, nor would any of these
proceedings be likely to have a material adverse effect upon the Separate
Account, our ability to meet our obligations under the policies, or the
distribution of the policies.

ILLUSTRATIONS OF POLICY BENEFITS

In order to help you understand how your policy values would vary over time
under different sets of assumptions, we will provide you with certain
illustrations upon request. These will be based on the age and insurance risk
characteristics of the insured persons under your policy and such factors as the
face amount, death benefit option, premium payment amounts, and rates of return
(within limits) that you request. You can request such illustrations at any
time. We have filed an example of such an illustration as an exhibit to the
registration statement referred to below.

SEC REGISTRATION STATEMENT

We have on file with the SEC a registration statement under the Securities Act
of 1933 that relates to the Survivorship 2000 policies. The registration
statement contains additional information that is not required to be included in
this prospectus. You may obtain this information, for a fee, from the SEC's
Public Reference Section at 450 5th Street, N.W., Washington, D.C. 20549 or,
without charge, from the SEC's Web site (www.sec.gov).

HOW WE MARKET THE POLICIES

We offer variable life insurance policies (including Survivorship 2000) and
variable annuity contracts through Equitable Distributors Inc. ("EDI"). The
Investment Company
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Act of 1940, therefore, classifies EDI as a "principal underwriter" of those
policies and contracts. EDI also serves as a principal underwriter of EQ
Advisors Trust. EDI is a wholly-owned subsidiary of Equitable Life, with its
address at 1290 Avenue of the Americas, New York, NY 10104. EDI is registered
with the SEC as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc. ("NASD"). In 1997 and 1998, we paid EDI a fee of
$20,088,049 and $35,452,793, respectively, for its services under a Distribution
Agreement with Equitable Life and its separate accounts.

We sell Survivorship 2000 through licensed insurance agencies (both affiliated
and unaffiliated with Equitable Life) and their affiliated broker-dealers (who
are registered with the SEC and are members of the NASD). Such agencies and
their affiliated broker-dealers have entered into selling agreements with EDI.
The licensed insurance agents who sell our policies are appointed as agents of
Equitable Life, and are registered representatives of the agencies' affiliated
broker-dealer. Sales commissions will be paid by Equitable Life to the agency
which sells you this policy. The commissions don't cost you anything above the
charges and expenses already discussed elsewhere in this prospectus. Generally,
the agencies will receive maximum commissions of: 50% of the amount of the
premium you pay in your policy's first year up to a certain amount, plus 3% of
all other premiums you pay in your policy's first year, plus 3% of all premiums
you pay in the second through tenth years. We pay comparable commissions on the
amount of premiums you pay that we deem attributable to any face amount increase
that you request. The agency may be required to return to us any commissions on
premiums that we have refunded to a policyowner.

INSURANCE REGULATION THAT APPLIES TO EQUITABLE LIFE

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 state
where we sell policies. We submit annual reports on our operations and finances
to insurance officials in all of these states. The officials are responsible for
reviewing our reports to see that we are financially sound. Such regulation,
however, does not guarantee or provide absolute assurance of our soundness.

YEAR 2000 PROGRESS

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

In 1995, Equitable Life began addressing the question of whether its computer
systems would recognize the year 2000 before, on or after January 1, 2000, and
Equitable Life has identified those of its systems critical to business
operations that were not year 2000 compliant. Equitable Life has completed the
work of modifying or replacing non-compliant systems and has confirmed, through
testing, that its systems are year 2000 compliant. Equitable Life has contacted
third-party vendors and service providers to seek confirmation that they are
acting to address the year 2000 issue with the goal of avoiding any material
adverse effect on services provided to policyowners and on operations of the
investment options. All third-party vendors and service providers considered
critical to Equitable Life's business, and substantially all vendors and service
providers considered non-critical, have provided us confirmation of their year
2000 compliance or a satisfactory plan for compliance. If confirmation is not
received from any of the remaining non-critical vendors or service providers,
the vendor or service provider will be replaced, eliminated or the subject of
contingency plans. Additionally, Equitable Life has supplemented its existing
business continuity and disaster recovery plans to cover certain categories of
contingencies that could arise as a result of year 2000 related failures.

There are many risks associated with year 2000 issues, including the risk that
Equitable Life's computer systems will not operate as intended. Additionally,
there can be no assurance that the systems of third parties will be year 2000
compliant. Any significant unresolved difficulty related to the year 2000
compliance initiatives could result in an interruption in, or a failure of,
normal business operations
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and, accordingly, could have a material adverse effect on our ability to
administer your policy and operate the investment options.

To the fullest extent permitted by law, the foregoing year 2000 discussion is a
"Year 2000 Readiness Disclosure" within the meaning of The Year 2000 Information
and Readiness Disclosure Act (P.L. 105-271) (1998).
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Set forth below is information about our directors and, to the extent they are
responsible for variable life insurance operations, our principal officers.
Unless otherwise noted, their address is 1290 Avenue of the Americas, New York,
New York 10104.

DIRECTORS

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

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<S>                                     <C>
FRANCOISE COLLOC'H
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AXA                                     Director of Equitable Life since July 1992. Senior Executive Vice President, Human
23, Avenue Matignon                     Resources and Communications of AXA, and various positions with AXA affiliated
75008 Paris, France                     companies. Director of AXA Financial, Inc. ("AXA Financial") since December 1996.
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HENRI DE CASTRIES
- --------------------------------------------------------------------------------------------------------------------------------
AXA                                     Director of Equitable Life since September 1993. Director (since May 1994) and
23, Avenue Matignon                     Chairman of the Board (since April 1998) of AXA Financial. Prior thereto, Vice
75008 Paris, France                     Chairman of the Board of AXA Financial (February 1996 to April 1998). Senior
                                        Executive Vice President, Financial Services and Life Insurance Activities
                                        of AXA since 1996. Prior thereto, Executive Vice President Financial
                                        Services and Life Insurance Activities of AXA (1993 to 1996). Also Director or
                                        officer of various subsidiaries and affiliates of the AXA Group. Director of
                                        other Equitable Life affiliates. Previously held other officerships with
                                        the AXA Group.
- --------------------------------------------------------------------------------------------------------------------------------
JOSEPH L. DIONNE
- --------------------------------------------------------------------------------------------------------------------------------
The McGraw-Hill Companies               Director of Equitable Life since May 1982. Chairman (since April 1988) and former
1221 Avenue of the Americas             Chief Executive Officer (April 1983 to April 1988) of The McGraw-Hill Companies.
New York, NY 10020                      Director of AXA Financial (since May 1992). Director, Harris Corporation and Ryder
                                        System, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
DENIS DUVERNE
- --------------------------------------------------------------------------------------------------------------------------------
AXA                                     Director of Equitable Life since February 1998. Senior Vice President International
23, Avenue Matignon                     (US-UK-Benelux) AXA. Director since February 1996, Alliance. Director since
75008 Paris, France                     February 1997, Donaldson Lufkin & Jenrette ("DLJ").
- --------------------------------------------------------------------------------------------------------------------------------
JEAN-RENE FOURTOU
- --------------------------------------------------------------------------------------------------------------------------------
Rhone-Poulenc S.A.                      Director of Equitable Life since July 1992. Director of AXA Financial since July 1992.
25, Quai Paul Doumer                    Chairman and Chief Executive Officer of Rhone-Poulenc, S.A.; Member, Supervisory
92408 Courbevoie Cedex                  Board of AXA since January 1997; European Advisory Board of Bankers Trust
France                                  Company and Consulting Council of Banque de France; Director, Societe Generale,
                                        Schneider S.A. and Groupe Pernod-Ricard (July 1997 to present).
- --------------------------------------------------------------------------------------------------------------------------------
NORMAN C. FRANCIS
- --------------------------------------------------------------------------------------------------------------------------------
Xavier University of Louisiana          Director of Equitable Life since March 1989. President of Xavier University of
7325 Palmetto Street                    Louisiana; Director, First National Bank of Commerce, New Orleans, LA, Piccadilly
New Orleans, LA 70125                   Cafeterias, Inc., and Entergy Corporation.
- --------------------------------------------------------------------------------------------------------------------------------
DONALD J. GREENE
- --------------------------------------------------------------------------------------------------------------------------------
LeBoeuf, Lamb, Greene & MacRae, L.L.P.  Director of Equitable Life since July 1991. Partner, LeBoeuf, Lamb, Greene & MacRae,
125 West 55th Street                    L.L.P. Director of AXA Financial since May 1992.
New York, NY 10019-4513

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

<PAGE>

- --------------------------------------------------------------------------------
                                            DIRECTORS AND PRINCIPAL OFFICERS  39
- --------------------------------------------------------------------------------


DIRECTORS (CONTINUED)


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


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

- --------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
- --------------------------------------------------------------------------------------------------------------------------------
JOHN T. HARTLEY
- --------------------------------------------------------------------------------------------------------------------------------
1025 NASA Boulevard                    Director of Equitable Life since August 1987. Currently a Director and retired
Melbourne, FL 32919                    Chairman and Chief Executive Officer of Harris Corporation (retired July 1995);
                                       previously held other officerships with Harris Corporation. Director of AXA
                                       Financial since May 1992; Director of the McGraw Hill Companies.
- --------------------------------------------------------------------------------------------------------------------------------
JOHN H.F. HASKELL JR.
- --------------------------------------------------------------------------------------------------------------------------------
SBC Warburg Dillon Read LLC            Director of Equitable Life since July 1992; Director of AXA Financial since July 1992;
535 Madison Avenue                     Managing Director of Warburg Dillon Read LLC, and member of its Board of
New York, NY 10022                     Directors; Chairman, Supervisory Board, Dillon Read (France) Gestion (until 1998);
                                       Director, Pall Corporation (November 1998 to present), and Dillon, Read Limited).
- --------------------------------------------------------------------------------------------------------------------------------
MARY R. (NINA) HENDERSON
- --------------------------------------------------------------------------------------------------------------------------------
Bestfoods Grocery                      Director of Equitable Life since December 1996. President of Bestfoods Grocery
BESTFOODS                              (formerly CPC Specialty Markets Group); Vice President, BESTFOODS (formerly CPC
International Plaza                    International, Inc.) since 1993. Prior thereto, President of CPC Specialty Markets
700 Sylvan Avenue                      Group. Director of AXA Financial since December 1996; Director, Hunt Corporation.
Englewood Cliffs, NJ 07632-9976
- --------------------------------------------------------------------------------------------------------------------------------
W. EDWIN JARMAIN
- --------------------------------------------------------------------------------------------------------------------------------
Jarmain Group Inc.                     Director of Equitable Life since July 1992. President of Jarmain Group Inc. and officer
121 King Street West                   or director of several affiliated companies. Chairman and Director of FCA
Suite 2525                             International Ltd. (until May 1998). Director of various AXA affiliated companies and
Toronto, Ontario M5H 3T9               National Mutual Holdings Limited (July 1998-Present; Alternate Director, the National
Canada                                 Mutual Life Association of Australasia Limited (until 1998); National Mutual Asia
                                       Limited and National Mutual Insurance Company Limited, Hong Kong (February 1997
                                       to present). Previously held other officerships with FCA International.
                                       Director of AXA Financial since July 1992.
- --------------------------------------------------------------------------------------------------------------------------------
GEORGE T. LOWY
- --------------------------------------------------------------------------------------------------------------------------------
Cravath, Swaine & Moore                Director of Equitable Life since July 1992. Partner, Cravath, Swaine & Moore.
825 Eighth Avenue                      Director, Eramet.
New York, NY 10019
- --------------------------------------------------------------------------------------------------------------------------------
DIDIER PINEAU-VALENCIENNE
- --------------------------------------------------------------------------------------------------------------------------------
Schneider S.A.                         Director of Equitable Life since February 1996. Former Chairman and Chief Executive
64/70, Avenue Jean-Baptiste Clement    Officer of Schneider S.A. as of February 1999, Honorary Chairman. Chairman or
92646 Boulogne-Billancourt Cedex       director of numerous subsidiaries and affiliated companies of Schneider and AXA
France                                 Financial. Director of the Company and Equitable Life from July 1992 to February
                                       1995. Member, Supervisory Board, AXA and Lagardere ERE; Director, CGIP, Sema Group
                                       PLC and Rhone-Poulenc, SA; Member of European Advisory Board of Bankers Trust
                                       Company, Supervisory Board of Banque Paribas (until 1998) and Advisory Boards
                                       of Bankers Trust Company, Booz Allen & Hamilton (USA) and Banque de France.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
40   DIRECTORS AND PRINCIPAL OFFICERS
- --------------------------------------------------------------------------------


DIRECTORS (CONTINUED)


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

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

- --------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
- --------------------------------------------------------------------------------------------------------------------------------
GEORGE J. SELLA, JR.
- --------------------------------------------------------------------------------------------------------------------------------
P.O. Box 397                            Director of Equitable Life since May 1987. Retired Chairman and Chief Executive
Newton, NJ 07860                        Officer of American Cyanamid Company (retired April 1993); previously held other
                                        officerships with American Cyanamid. Director of AXA Financial, since May 1992.
- --------------------------------------------------------------------------------------------------------------------------------
PETER J. TOBIN
- --------------------------------------------------------------------------------------------------------------------------------
St. John's University                   Director of Equitable Life since March 1999; Dean, College of Business
8000 Utopia Parkway                     Administration, St. John's University (since August 1998); Chief Financial Officer,
Jamaica, NY 11439                       Chase Manhattan Corp. (1985 to 1997).
- --------------------------------------------------------------------------------------------------------------------------------
DAVE H. WILLIAMS
- --------------------------------------------------------------------------------------------------------------------------------
Alliance Capital Management             Director of Equitable Life since March 1991. Chairman and Chief Executive Officer of
Corporation                             Alliance until January 1999 and Chairman or Director of numerous subsidiaries and
1345 Avenue of the Americas             affiliated companies of Alliance. Senior Executive Vice President of AXA since January
New York, NY 10105                      1997. Director of AXA Financial, since May 1992.

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

<PAGE>
- --------------------------------------------------------------------------------
                                            DIRECTORS AND PRINCIPAL OFFICERS  41
- --------------------------------------------------------------------------------


OFFICERS-DIRECTORS


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


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

- --------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
- --------------------------------------------------------------------------------------------------------------------------------
MICHAEL HEGARTY
- --------------------------------------------------------------------------------------------------------------------------------
                                        Director of Equitable Life since January 1998. President since January 1998 and
                                        Chief Operating Officer since February 1998, Equitable Life. Vice Chairman since
                                        April 1998, Senior Executive Vice President (January 1998 to April 1998),
                                        and Director and Chief Operating Officer (both since January 1998), AXA Financial.
                                        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") (since March
                                        1998). Director, Equitable Capital Management Corporation ("ECMC") (since
                                        March 1998), Alliance and DLJ (both May 1998 to Present).
- --------------------------------------------------------------------------------------------------------------------------------
EDWARD D. MILLER
- --------------------------------------------------------------------------------------------------------------------------------
                                        Director of Equitable Life since August 1997. Chairman of the Board since January
                                        1998, Chief Executive Officer since August 1997, President (August 1997 to January
                                        1998), Equitable Life. Director, President and Chief Executive Officer, all since
                                        August 1997, AXA Financial. Senior Executive Vice President and Member of the
                                        Executive Committee, AXA; 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), ACMC, Inc. (since
                                        March 1998), and AXA Canada (since September 1998). Director, Chairman,
                                        President and Chief Executive Officer since March 1998, EIC. Director, KeySpan
                                        Energy.
- --------------------------------------------------------------------------------------------------------------------------------
STANLEY B. TULIN
- --------------------------------------------------------------------------------------------------------------------------------
                                        Director and Vice Chairman of the Board since February 1998, and Chief Financial
                                        Officer since May 1996, Equitable Life. Senior Executive Vice President until
                                        February 1998, and Chief Financial Officer since May 1997, AXA Financial. Vice
                                        President until 1998, EQ ADVISORS TRUST. Director, Alliance (since July 1997), and
                                        DLJ (since June 1997). Prior thereto, Chairman, Insurance Consulting and
                                        Actuarial Practice, Coopers & Lybrand, L.L.P.

- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
42   DIRECTORS AND PRINCIPAL OFFICERS
- --------------------------------------------------------------------------------


OTHER OFFICERS


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

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

- --------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
- --------------------------------------------------------------------------------------------------------------------------------
LEON B. BILLIS
- --------------------------------------------------------------------------------------------------------------------------------
                                        Executive Vice President (since February 1998) and Chief Information Officer (since
                                        November 1994), Equitable Life. Previously held other officerships with Equitable Life;
                                        Director, J.M.R. Realty Services, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
DERRY E. BISHOP
- --------------------------------------------------------------------------------------------------------------------------------
                                        Executive Vice President (since September 1998), Chief Agency Officer, (since
                                        December 1997), and Senior Vice President (January 1995 to September 1998),
                                        Equitable Life; Director (since January 1995) and Executive Vice President (since
                                        November 1994), EQ Financial Consultants, Inc. ("EQF").
- --------------------------------------------------------------------------------------------------------------------------------
HARVEY BLITZ
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Vice President, Equitable Life. Senior Vice President, AXA Financial. Director,
                                        The Equitable of Colorado, Inc.. Vice President and Chief Financial Officer since
                                        March 1997, EQ ADVISORS TRUST. Director and Chairman, Frontier Trust Company
                                        ("Frontier"). Executive Vice President since November 1996 and Director, EQF.
                                        Director until May 1996, Equitable Distributors, Inc. ("EDI"). Director and Senior Vice
                                        President, EquiSource. Director and Officer of various Equitable Life affiliates.
                                        Previously held other officerships with Equitable Life and its affiliates.
- --------------------------------------------------------------------------------------------------------------------------------
KEVIN R. BYRNE
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Vice President and Treasurer, Equitable Life and AXA Financial.
                                        Treasurer, EIC (since June 1997), EquiSource and Frontier. President and
                                        Chief Executive Officer (since September 1997), and prior thereto, Vice President
                                        and Treasurer, Equitable Casualty Insurance Company ("Casualty"). Vice
                                        President and Treasurer, EQ ADVISORS TRUST (since March 1997). Director,
                                        Chairman, President and Chief Executive Officer, Equitable JV Holdings (since
                                        August 1997). Director (since July 1997), and Senior Vice President and Chief
                                        Financial Officer (since April 1998), ACMC and ECMC. Previously held other
                                        officerships with Equitable Life and its affiliates.
- --------------------------------------------------------------------------------------------------------------------------------
JOHN A. CAROSELLI
- --------------------------------------------------------------------------------------------------------------------------------
                                        Executive Vice President (since September 1998), Equitable Life; Senior Vice
                                        President, Equitable Life (February 1998 to September 1998); Senior Vice
                                        President, Chase Manhattan Corp. (1996 to 1998); Vice President, Chemical Bank
                                        (1991 to 1996).
- --------------------------------------------------------------------------------------------------------------------------------
JUDY A. FAUCETT
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Vice President, Equitable Life, (since September 1996) and Actuary (September
                                        1996 to December 1998). Partner and Senior Actuarial Consultant, Coopers &
                                        Lybrand L.L.P. (January 1989 to August 1996).
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
                                            DIRECTORS AND PRINCIPAL OFFICERS  43
- --------------------------------------------------------------------------------


OTHER OFFICERS (CONTINUED)


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


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

- --------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
- --------------------------------------------------------------------------------------------------------------------------------
ALVIN H. FENICHEL
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Vice President and Controller, Equitable Life and AXA Financial. Senior
                                        Vice President and Chief Financial Officer, The Equitable of Colorado, Inc.,
                                        since March 1997. Previously held other officerships with Equitable Life and its
                                        affiliates.
- --------------------------------------------------------------------------------------------------------------------------------
PAUL J. FLORA
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Vice President and Auditor, Equitable Life. Vice President and Auditor, AXA
                                        Financial.
- --------------------------------------------------------------------------------------------------------------------------------
ROBERT E. GARBER
- --------------------------------------------------------------------------------------------------------------------------------
                                        Executive Vice President and General Counsel, Equitable Life and AXA
                                        Financial. Previously held other officerships with Equitable Life and its
                                        affiliates.
- --------------------------------------------------------------------------------------------------------------------------------
MARK A. HUG
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Vice President since April 1997, Equitable Life. Prior thereto, Vice President,
                                        Aetna.
- --------------------------------------------------------------------------------------------------------------------------------
DONALD R. KAPLAN
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Vice President and Chief Compliance Officer and Associate General Counsel,
                                        Equitable Life. Previously held other officerships with Equitable Life.
- --------------------------------------------------------------------------------------------------------------------------------
MICHAEL S. MARTIN
- --------------------------------------------------------------------------------------------------------------------------------
                                        Executive Vice President (since September 1998) and Chief Marketing Officer (since
                                        December 1997). Prior thereto, Senior Vice President and Chief Marketing Officer,
                                        Equitable Life. Chairman and Chief Executive Officer, EQF. Vice President, EQ
                                        ADVISORS TRUST (until April 1998) and THE HUDSON RIVER TRUST. Director,
                                        Equitable Underwriting and Sales Agency (Bahamas), Ltd. and EquiSource; Director
                                        and Executive Vice President (since December 1998), Colorado, prior thereto, Director
                                        and Senior Vice President. Previously held other officerships with Equitable Life and
                                        its affiliates.
- --------------------------------------------------------------------------------------------------------------------------------
RICHARD J. MATTEIS
- --------------------------------------------------------------------------------------------------------------------------------
                                        Executive Vice President, Equitable Life (since May 1998); Executive Vice
                                        President, Chase Manhattan Corporation (January 1983 to June 1997); Director,
                                        EQF (since October 1998).
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
44   DIRECTORS AND PRINCIPAL OFFICERS
- --------------------------------------------------------------------------------

OTHER OFFICERS (CONTINUED)


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


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

- --------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
- --------------------------------------------------------------------------------------------------------------------------------
PETER D. NORIS
- --------------------------------------------------------------------------------------------------------------------------------
                                        Executive Vice President and Chief Investment Officer, Equitable Life. Executive Vice
                                        President since May 1995 and Chief Investment Officer since July 1995, AXA
                                        Financial. Trustee, THE HUDSON RIVER TRUST, and Chairman, President and Trustee
                                        since March 1997, EQ ADVISORS TRUST. Director, Alliance, and Equitable Real Estate
                                        (until June 1997). Executive Vice President, EQF, since November 1996. Director,
                                        EREIM Managers Corp. (since July 1997), and EREIM LP Corp. (since October 1997).
                                        Prior to May 1995, Vice President/Manager, Insurance Companies Investment
                                        Strategies Group, Salomon Brothers, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
BRIAN S. O'NEIL
- --------------------------------------------------------------------------------------------------------------------------------
                                        Executive Vice President, Equitable Life (since June 1998); Director of Investment,
                                        AXA Investment Management (January 1998 to June 1998); Chief Investment Officer, AXA
                                        Investment Management (July 1995 to January 1998).
- --------------------------------------------------------------------------------------------------------------------------------
ANTHONY C. PASQUALE
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Vice President, Equitable Life. Director, Chairman and Chief Operating Officer,
                                        Casualty, (since September 1997). Director, Equitable Agri-Business, Inc. (until
                                        June 1997). Previously held other officerships with Equitable Life and its affiliates.
- --------------------------------------------------------------------------------------------------------------------------------
PAULINE SHERMAN
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Vice President (since February 1999); Vice President, Secretary and Associate
                                        General Counsel, Equitable Life and AXA Financial, since September 1995. Previously
                                        held other officerships with Equitable Life.
- --------------------------------------------------------------------------------------------------------------------------------
RICHARD V. SILVER
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Vice President (since February 1995) and Deputy General Counsel (since
                                        June 1996), Equitable Life. Senior Vice President and Associate General Counsel
                                        (since September 1996), AXA Financial. Director, EQF. Senior Vice President and
                                        General Counsel, EIC (June 1997 to March 1998). Previously held other officerships
                                        with Equitable Life and its affiliates.
- --------------------------------------------------------------------------------------------------------------------------------
JOSE S. SUQUET
- --------------------------------------------------------------------------------------------------------------------------------
                                        Senior Executive Vice President (since February 1998), Chief Distribution Officer
                                        (since December 1997) and Chief Agency Officer (August 1994 to December 1997),
                                        Equitable Life. Prior thereto, Agency Manager. Executive Vice President since
                                        May 1996, AXA Financial. Vice President since March 1998, THE HUDSON RIVER TRUST.
                                        Chairman (since December 1997), EDI.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
                                            DIRECTORS AND PRINCIPAL OFFICERS  45
- --------------------------------------------------------------------------------


OTHER OFFICERS (CONTINUED)


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


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

- --------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
- --------------------------------------------------------------------------------------------------------------------------------
GREGORY G. WILCOX
- --------------------------------------------------------------------------------------------------------------------------------
                                        Executive Vice President (since September 1998), Senior Vice President (May 1992 to
                                        September 1998), Equitable Life. Senior Vice President (since May 1992), AXA
                                        Financial.
- --------------------------------------------------------------------------------------------------------------------------------
R. LEE WILSON
- --------------------------------------------------------------------------------------------------------------------------------
                                        Executive Vice President (since May 1998) and Deputy Chief Financial Officer (since
                                        September 1998), Equitable Life. Prior thereto, Executive Vice President, Chase
                                        Manhattan Bank.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
46   FINANCIAL STATEMENTS OF SEPARATE ACCOUNT FP AND EQUITABLE LIFE
- --------------------------------------------------------------------------------


Financial statements of Separate Account FP and Equitable Life


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


The financial statements of Separate Account FP as of December 31, 1998 and for
each of the three years in the period ended December 31, 1998 and the financial
statements of Equitable Life as of December 31, 1998 and 1997 and for each of
the three years in the period ended December 31, 1998 included in this
prospectus have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
such firm as experts in accounting and auditing. The financial statements of
Separate Account FP and Equitable Life as of June 30, 1999 are unaudited. The
financial statements of Equitable Life have relevance for the policies only to
the extent that they bear upon the ability of Equitable Life to meet its
obligations under the policies.
<PAGE>

INDEX TO FINANCIAL STATEMENTS

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

<TABLE>

<S>                                                                                                                     <C>
Report of Independent Accountants..................................................................................      FSA-2
Financial Statements:
   Statements of Assets and Liabilities, December 31, 1998.........................................................      FSA-3
   Statements of Operations for the Years Ended December 31, 1998, 1997 and 1996...................................      FSA-4
   Statements of Changes in Net Assets for the Years Ended December 31, 1998, 1997 and 1996........................      FSA-7
   Notes to Financial Statements...................................................................................     FSA-10


Unaudited Financial Statements:
   Statements of Assets and Liabilities, June 30, 1999.............................................................     FSA-13
   Statements of Operations for the Six Months Ended June 30, 1999.................................................     FSA-15
   Statements of Changes in Net Assets for the Six Months Ended June 30, 1999......................................     FSA-17
   Notes to Financial Statements...................................................................................     FSA-19


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

Report of Independent Accountants..................................................................................        F-1
Consolidated Financial Statements:
   Consolidated Balance Sheets, December 31, 1998 and 1997.........................................................        F-2
   Consolidated Statements of Earnings, Years Ended December 31, 1998, 1997 and 1996...............................        F-3
   Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1998, 1997 and 1996...................        F-4
   Consolidated Statements of Cash Flows, Years Ended December 31, 1998, 1997 and 1996.............................        F-5
   Notes to Consolidated Financial Statements......................................................................        F-6


Unaudited Consolidated Financial Statements:
   Consolidated Balance Sheets, June 30, 1999 and December 31, 1998................................................       F-42
   Consolidated Statements of Earnings for the Three and Six Months Ended June 30, 1999 and 1998...................       F-43
   Consolidated Statements of Shareholder's Equity for the Six Months Ended June 30, 1999 and 1998.................       F-44
   Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1999 and 1998...........................       F-45
   Notes to Consolidated Financial Statements......................................................................       F-46

</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 High Yield Fund, Alliance Common Stock Fund, Alliance Aggressive Stock
Fund, Alliance Small Cap Growth Fund, (collectively "Hudson River Trust funds")
and the Merrill Lynch Basic Value Equity Fund, Merrill Lynch World Strategy
Fund, MFS Research Fund, MFS Emerging Growth Companies Fund, Morgan Stanley
Emerging Markets Equity Fund and EQ/Putnam Growth & Income Value Fund,
(collectively "EQ Advisors Trust funds"), 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, 1998 and the results of each of their operations and
changes in each of their net assets for each of 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, 1998 with the
transfer agent, provide a reasonable basis for the opinion expressed above.



PricewaterhouseCoopers LLP
New York, New York
February 8, 1999


                                      FSA-2


<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998

<TABLE>
<CAPTION>

                                         ------------------------------------------------------------------------------------------
                                            ALLIANCE         ALLIANCE           ALLIANCE          ALLIANCE
                                             MONEY             HIGH              COMMON          AGGRESSIVE         ALLIANCE
                                             MARKET            YIELD             STOCK              STOCK           SMALL CAP
                                              FUND             FUND               FUND              FUND           GROWTH FUND
                                         ---------------   --------------   -----------------   --------------    --------------

ASSETS
Investments in shares of
  the Trusts -- at market
  value (Notes 2 and 6)
   <S>                                     <C>              <C>               <C>               <C>                 <C>
   Cost:  $  252,036,846..............     $253,573,296
             191,596,765..............                      $170,697,910
           2,256,517,409..............                                        $2,945,826,613
             945,225,569..............                                                           $971,940,783
              40,047,285..............                                                                              $48,828,240
Receivable for Trust shares sold......               --               --                  --       15,756,667        12,471,839
Receivable for policy-related
   transactions.......................       17,848,216               --           3,228,813               --                --
                                         ---------------   --------------   -----------------   --------------    --------------
Total Assets..........................      271,421,512      170,697,910       2,949,055,426      987,697,450        61,300,079
                                         ---------------   --------------   -----------------   --------------    --------------

LIABILITIES
Payable for Trust shares purchased....       16,331,370           35,027           5,828,987               --                --
Payable for policy-related                           --
   transactions.......................                           289,889                  --       16,503,396        12,640,148
Amount retained by Equitable Life
   in Separate Account
   FP (Note 4)........................          414,349          136,603             699,865          415,973           188,682
                                         ---------------   --------------   -----------------   --------------    --------------
Total Liabilities.....................       16,745,719          461,519           6,528,852       16,919,369        12,828,830
                                         ---------------   --------------   -----------------   --------------    --------------
NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS....................     $254,675,793     $170,236,391      $2,942,526,574     $970,778,081       $48,471,249
                                         ===============   ==============   =================   ==============    ==============


                                    ------------------------------------------------------------------------------------------------
                                        MERRILL         MERRILL                            MFS          MORGAN
                                       LYNCH BASIC      LYNCH                           EMERGING       STANLEY        EQ/PUTNAM
                                         VALUE          WORLD                            GROWTH        EMERGING         GROWTH &
                                         EQUITY        STRATEGY       MFS RESEARCH      COMPANIES       MARKETS      INCOME VALUE
                                          FUND           FUND            FUND             FUND        EQUITY FUND         FUND
                                     -------------   -------------   --------------   -------------   ------------   --------------

ASSETS
Investments in shares of
  the Trusts -- at market
  value (Notes 2 and 6)
   <S>                                <C>              <C>             <C>             <C>             <C>             <C>
   Cost:  $   20,272,609...........   $20,180,650
               4,940,984...........                    $5,128,718
              24,727,882...........                                    $28,040,945
              49,044,186...........                                                    $56,040,636
              12,317,395...........                                                                    $9,374,762
              15,594,112...........                                                                                    $16,754,714
Receivable for Trust shares sold...        10,202              --               --       1,181,194             --               --
Receivable for policy-related
   transactions....................            --           7,652           63,970              --             --               --
                                     -------------   -------------   --------------   -------------   ------------   --------------
Total Assets.......................    20,190,852       5,136,370       28,104,915      57,221,557      9,374,762       16,754,714
                                     -------------   -------------   --------------   -------------   ------------   --------------

LIABILITIES
Payable for Trust shares purchased.            --              --           82,934              --         18,854            3,033
Payable for policy-related
   transactions....................        29,458              --               --       1,224,733          7,369            8,426
Amount retained by Equitable Life
   in Separate Account
   FP (Note 4).....................        76,304       1,365,122           60,594          31,895      2,334,195          106,949
                                     -------------   -------------   --------------   -------------   ------------   --------------
Total Liabilities..................       105,762       1,372,779          143,528       1,256,628      2,360,418          118,408
                                     -------------   -------------   --------------   -------------   ------------   --------------
NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.................   $20,085,090      $3,763,591      $27,961,387     $55,964,929     $7,014,344      $16,636,306
                                     =============   =============   ==============   =============   ============   ==============
</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 OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                    ------------------------------------------------------------------------------
                                                             ALLIANCE MONEY MARKET                    ALLIANCE HIGH YIELD
                                                                      FUND                                    FUND
                                                    ------------------------------------ ---------------------------------------
                                                      1998            1997      1996         1998          1997         1996
                                                    ------------ ---------- -----------  -------------- -----------  ------------
<S>                                                 <C>              <C>         <C>          <C>           <C>          <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts...................  $10,719,684  $9,754,675  $9,126,793   $ 18,449,747  $12,918,934  $ 8,696,039
   Expenses (Note 3):
      Mortality and expense risk charges..........    1,204,220   1,101,168   1,025,149      1,007,106      789,982      518,429
                                                    ------------ ----------- ----------- -------------- ------------ ------------
NET INVESTMENT INCOME (LOSS)......................    9,515,464   8,653,507   8,101,644     17,442,641   12,128,952    8,177,610
                                                    ------------ ----------- ----------- -------------- ------------ ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.........     (161,314)   (513,800)   (110,954)    (2,344,392)     936,554      939,559
      Realized gain distribution from the Trusts..        7,750      13,435          --      3,396,523    6,365,633    6,119,053
                                                    ------------ ----------- ----------- -------------- ------------ ------------
NET REALIZED GAIN (LOSS)..........................     (153,564)   (500,365)   (110,954)     1,052,131    7,302,187    7,058,612
                                                    ------------ ----------- ----------- -------------- ------------ ------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period.........................      804,349      24,023      89,976      8,622,836    5,664,824    3,823,981
      End of period...............................    1,536,450     804,349      24,023    (20,898,854)   8,622,836    5,664,824
                                                    ------------ ----------- ----------- -------------- ------------ ------------
   Change in unrealized appreciation
      (depreciation)
      during the period...........................      732,101     780,326     (65,953)   (29,521,690)   2,958,012    1,840,843
                                                    ------------ ----------- ----------- -------------- ------------ ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS.................................      578,537     279,961    (176,907)   (28,469,559)  10,260,199    8,899,455
                                                    ============ =========== =========== ============== ============ ============
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS......................  $10,094,001  $8,933,468  $7,924,737   $(11,026,918) $22,389,151  $17,077,065
                                                    ============ =========== =========== ============== ============ ============


                                                           --------------------------------------------
                                                                   ALLIANCE COMMON STOCK
                                                                            FUND
                                                            -------------------------------------------
                                                                 1998              1997           1996
                                                            -------------- ------------- -------------
<S>                                                              <C>           <C>           <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts............................  $ 15,939,680  $ 10,668,337  $ 11,773,551
   Expenses (Note 3):
      Mortality and expense risk charges...................    14,600,706    11,435,936     8,267,795
                                                            -------------- ------------- -------------
NET INVESTMENT INCOME (LOSS)...............................     1,338,974      (767,599)    3,505,756
                                                            -------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments..................   169,109,310    53,841,049    30,128,838
      Realized gain distribution from the Trusts...........   353,834,250   164,814,473   157,423,606
                                                            -------------- ------------- -------------
NET REALIZED GAIN (LOSS)...................................   522,943,560   218,655,522   187,552,444
                                                            -------------- ------------- -------------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period..................................   567,231,009   294,432,897   181,824,279
      End of period........................................   689,309,204   567,231,009   294,432,897
                                                            -------------- ------------- -------------
   Change in unrealized appreciation (depreciation)
      during the period....................................   122,078,195   272,798,112   112,608,618
                                                            -------------- ------------- -------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..........................................   645,021,755   491,453,634   300,161,062
                                                            ============== ============= =============
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS...............................  $646,360,729  $490,686,035  $303,666,818
                                                            ============== ============= =============
</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 (Continued)
FOR THE YEARS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                             -----------------------------------------------------------------------
                                                                                                                 ALLIANCE SMALL
                                                                        ALLIANCE AGGRESSIVE STOCK                  CAP GROWTH
                                                                                   FUND                               FUND
                                                             ---------------------------------------------  ------------------------
                                                               1998               1997            1996            1998*        1997*
                                                             -------------  -------------   -------------   -----------   ----------
<S>                                                          <C>            <C>             <C>             <C>           <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts...........................    $  4,461,38    $  1,311,613    $  1,661,263    $    4,062    $   4,189
   Expenses (Note 3):
      Mortality and expense risk charges..................      5,581,296      5,299,127       4,086,388       215,285       41,540
                                                             -------------  -------------   -------------   -----------   ----------
NET INVESTMENT INCOME (LOSS)..............................     (1,119,907)    (3,987,514)     (2,425,125)     (211,223)     (37,351)
                                                             -------------  -------------   -------------   -----------   ----------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.................    (39,688,312)    28,217,939      30,549,608    (7,585,521)    (609,208)
      Realized gain distribution from the Trusts..........     46,528,461     79,729,154     133,080,595            --      545,833
                                                             -------------  -------------   -------------   -----------   ----------

NET REALIZED GAIN (LOSS)..................................      6,840,149    107,947,093     163,630,203    (7,585,521)     (63,375)
                                                             -------------  -------------   -------------   -----------   ----------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period.................................     32,695,620     46,617,235      80,271,118       771,812           --
      End of period.......................................     26,715,214     32,695,620      46,617,235     8,780,955      771,812
                                                             -------------  -------------   -------------   -----------   ----------
   Change in unrealized appreciation (depreciation)
      during the period...................................     (5,980,406)   (13,921,615)    (33,653,883)    8,009,143      771,812
                                                             -------------  -------------   -------------   -----------   ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS.........................................        859,743     94,025,478     129,976,320       423,622      708,437
                                                             =============  =============   =============   ===========   ==========
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS........................................   $   (260,164)  $ 90,037,964    $127,551,195    $  212,399    $ 671,086
                                                             =============  =============   =============   ===========   ==========


                                                             -----------------------------
                                                                        MERILL LYNCH
                                                                        BASIC VALUE
                                                                        EQUITY FUND
                                                             -----------------------------
                                                                  1998            1997*
                                                             -------------   -------------
<S>                                                                <C>             <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts...........................      $ 192,441       $  35,810
   Expenses (Note 3):
      Mortality and expense risk charges..................         66,427           9,349
                                                             -------------   -------------
NET INVESTMENT INCOME (LOSS)..............................        126,014          26,461
                                                             -------------   -------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.................        207,032           6,656
      Realized gain distribution from the Trusts..........        667,083          33,738

                                                             -------------   -------------
NET REALIZED GAIN (LOSS)..................................        874,115          40,394
                                                             -------------   -------------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period.................................        135,003              --
      End of period.......................................        (91,959)        135,003
                                                             -------------   -------------
   Change in unrealized appreciation (depreciation)
      during the period...................................      (226,962)         135,003
                                                             -------------   -------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS.........................................        647,153         175,397
                                                             -------------   -------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS........................................      $ 773,167        $201,858
                                                             =============   =============
</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-5
<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>
                                                      -----------------------------------------------------------------------------
                                                                                                            MFS EMERGING
                                                      MERRILL LYNCH WORLD         MFS RESEARCH            GROWTH COMPANIES
                                                         STRATEGY FUND                FUND                      FUND
                                                      ----------------------- ---------------------- -----------------------------
                                                       1998         1997*      1998        1997*          1998           1997*
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
<S>                                                    <C>          <C>       <C>          <C>       <C>                 <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts......................  $ 36,750     $ 17,124  $   71,137   $ 20,442  $       969         $ 24,358
   Expenses (Note 3):
      Mortality and expense risk charges..............   12,469        2,678      86,044     13,127          157,484       18,835
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
NET INVESTMENT INCOME (LOSS)..........................   24,281       14,446     (14,907)     7,315         (156,515)       5,523
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.............   19,432       (3,626)    494,412      6,989        4,270,964      161,034
      Realized gain distribution from the Trusts......       --       38,995          --     81,156               --      296,998
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
NET REALIZED GAIN (LOSS)..............................   19,432       35,369     494,412     88,145        4,270,964      458,032
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period............................   (37,926)          --     249,382         --          171,320           --
      End of period..................................   187,734      (37,926)  3,313,063    249,382        6,996,177      171,320
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
   Change in unrealized appreciation (depreciation)
      during the period..............................   225,660      (37,926)  3,063,681    249,382        6,824,857      171,320
                                                      ---------- ------------ ----------- ---------- ---------------- ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS....................................   245,092       (2,557)  3,558,093    337,527       11,095,821      629,352
                                                      ---------  -----------  ----------- ---------- ---------------- ------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS...................................  $269,373     $ 11,889  $3,543,186   $344,842      $10,939,306     $634,875
                                                      ========== ============ =========== ========== ================ ============


                                                      -----------------------------------------------------------
                                                            MORGAN STANLEY                   EQ/PUTNAM
                                                        EMERGING MARKETS EQUITY        GROWTH & INCOME VALUE
                                                                 FUND                          FUND
                                                      ------------------------------- ---------------------------
                                                          1998           1997**           1998         1997*
                                                      -------------- ---------------- -------------- ------------
<S>                                                      <C>             <C>             <C>            <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts......................    $   37,240      $    16,623     $  143,999     $ 33,273
   Expenses (Note 3):
      Mortality and expense risk charges..............       23,921            2,862         56,995        9,655
                                                      -------------- ---------------- -------------- ------------
NET INVESTMENT INCOME (LOSS)..........................       13,319           13,761         87,004       23,618
                                                      -------------- ---------------- -------------- ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.............     (637,290)         (14,566)       209,398        1,078
      Realized gain distribution from the Trusts......           --               --        130,047       27,226
                                                      -------------- ---------------- -------------- ------------
NET REALIZED GAIN (LOSS)..............................     (637,290)         (14,566)       339,445       28,304
                                                      -------------- ---------------- -------------- ------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period............................    (1,079,388)              --        269,561           --
      End of period..................................    (2,942,633)      (1,079,388)     1,160,602      269,561
                                                      -------------- ---------------- -------------- ------------
   Change in unrealized appreciation (depreciation)
      during the period..............................    (1,863,245)      (1,079,388)       891,041      269,561
                                                      -------------- ---------------- -------------- ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS....................................    (2,500,535)      (1,093,954)     1,230,486      297,865
                                                      -------------- ---------------- -------------- ------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS...................................   $(2,487,216)     $(1,080,193)    $1,317,490     $321,483
                                                      ============== ================ ============== ============
</TABLE>

- -------------------------
See Notes to Financial Statements.
*   Commencement of Operations on May 1, 1997.
**  Comencement of Operations on August 20, 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 CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                              --------------------------------------------------------------------------------------
                                                          ALLIANCE MONEY MARKET                     ALLIANCE HIGH YIELD
                                                                 FUND                                        FUND
                                              -------------------------------------------- -----------------------------------------
                                                   1998           1997           1996          1998          1997          1996
                                              -------------- -------------- -------------- ------------- ------------- -------------
<S>                                           <C>            <C>             <C>           <C>           <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss).............  $   9,515,464  $   8,653,507   $  8,101,644  $ 17,442,641  $ 12,128,952  $  8,177,610
   Net realized gain (loss).................       (153,564)      (500,365)      (110,954)    1,052,131     7,302,187     7,058,612
   Change in unrealized appreciation
      (depreciation) on investments.........        732,101        780,326        (65,953)  (29,521,690)    2,958,012     1,840,843
                                              -------------- -------------- -------------- ------------- ------------- -------------
   Net increase (decrease) in net assets
      from operations.......................      10,094,001      8,933,468      7,924,737   (11,026,918)   22,389,151   17,077,065
                                              -------------- -------------- -------------- ------------- ------------- -------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)....................     229,608,273    234,059,930    101,890,108    36,502,918    26,933,221   19,454,716
   Benefits and other policy-related
      transactions (Note 3).................    (41,370,215)   (40,687,124)   (38,404,209)  (20,288,710)  (14,530,462)  (16,165,764)
   Net transfers among funds and
      guaranteed interest account...........   (128,607,686)  (259,049,840)   (36,607,946)    2,677,159    26,385,799     9,301,980
                                              ------------- -------------- --------------- ------------- ------------- -------------
   Net increase (decrease) in net assets
      from policy-related transactions......     59,630,372    (65,677,034)    26,877,953    18,891,177    38,788,558    12,590,932
                                              -------------- -------------- -------------- ------------- ------------- -------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).............       (128,382)       (49,726)       (63,127)       (6,237)     (189,179)     (209,120)
                                              -------------- -------------- -------------- ------------- ------------- -------------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.............     69,595,991    (56,793,292)    34,739,563     7,858,022    60,988,530    29,458,877
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD......................    185,079,802    241,873,094    207,133,531   162,378,369   101,389,839    71,930,962
                                              -------------- -------------- -------------- ------------- ------------- -------------
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   END OF PERIOD............................  $ 254,675,793  $ 185,079,802   $241,873,094  $170,236,391  $162,378,369  $101,389,839
                                              ============== ============== ============== ============= ============= =============


                                              -------------------------------------------------------------
                                                                  ALLIANCE COMMON STOCK
                                                                         FUND
                                               ------------------------------------------------------------
                                                      1998               1997                 1996
                                               ------------------- ------------------- --------------------

<S>                                                <C>                 <C>                  <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss).............      $    1,338,974      $     (767,599)      $    3,505,756
   Net realized gain (loss).................         522,943,560         218,655,522          187,552,444
   Change in unrealized appreciation
      (depreciation) on investments.........         122,078,195         272,798,112          112,608,618
                                              ------------------- ------------------- --------------------
   Net increase (decrease) in net assets
      from operations.......................         646,360,729         490,686,035          303,666,818
                                              ------------------- ------------------- --------------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)....................         322,874,015         282,279,826          271,193,481
   Benefits and other policy-related
      transactions (Note 3).................        (250,079,870)       (199,662,183)        (154,302,728)
   Net transfers among funds and
      guaranteed interest account...........          24,136,275          56,849,823            4,064,266
                                              ------------------- ------------------- --------------------
   Net increase (decrease) in net assets
      from policy-related transactions......          96,930,420         139,467,466          120,955,019
                                              ------------------- ------------------- --------------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).............          (1,609,215)            (86,740)            (429,232)
                                              ------------------- ------------------- --------------------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.............         741,681,934         630,066,761          424,192,605
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD......................       2,200,844,640       1,570,777,879        1,146,585,274
                                              ------------------- ------------------- --------------------
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   END OF PERIOD............................      $2,942,526,574      $2,200,844,640       $1,570,777,879
                                               =================== =================== ====================
</TABLE>

- -------------------------
See Notes to Financial Statements.
+ 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 CHANGES IN NET ASSETS (Continued)
FOR THE YEARS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                           -------------------------------------------------------------------------
                                                                                                               ALLIANCE SMALL
                                                                     ALLIANCE AGGRESSIVE STOCK                   CAP GROWTH
                                                                                FUND                                FUND
                                                           --------------------------------------------- --------------------------
                                                             1998            1997            1996         1998*         1997*
                                                           -------------- --------------- -------------- ------------ -------------
<S>                                                        <C>             <C>            <C>            <C>          <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss).........................   $  (1,119,907)  $  (3,987,514)  $ (2,425,125) $  (211,223)  $   (37,351)
   Net realized gain (loss).............................       6,840,149     107,947,093    163,630,203   (7,585,521)      (63,375)
   Change in unrealized appreciation
      (depreciation) on investments.....................      (5,980,406)    (13,921,615)   (33,653,883)   8,009,143       771,812
                                                           -------------- --------------- -------------- ------------ -------------
   Net increase (decrease) in net assets
      from operations...................................        (260,164)     90,037,964    127,551,195      212,399       671,086
                                                           -------------- --------------- -------------- ------------ -------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)................................     172,792,283     179,662,167    167,830,465   14,863,783     2,947,848
   Benefits and other policy-related
      transactions (Note 3).............................    (115,442,947)   (107,529,554)   (85,246,883)  (3,897,615)     (599,875)
   Net transfers among funds and
      guaranteed interest account.......................     (43,660,488)      1,712,877     28,481,572   15,043,596    19,670,856
                                                           -------------- --------------- -------------- ------------ -------------
   Net increase (decrease) in net assets
      from policy-related transactions..................      13,688,848      73,845,490    111,065,154   26,009,764    22,018,829
                                                           -------------- --------------- -------------- ------------ -------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).........................         308,967        (442,155)      (205,349)    (116,777)     (324,052)
                                                           -------------- --------------- -------------- ------------ -------------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.........................      13,737,651     163,441,299    238,411,000   26,105,386    22,365,863
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD..................................     957,040,430     793,599,131    555,188,131   22,365,863            --
                                                           -------------- --------------- -------------- ------------ -------------

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   END OF PERIOD........................................   $ 970,778,081   $ 957,040,430   $793,599,131  $48,471,249   $22,365,863
                                                           ============== =============== ============== ============ =============


                                                     ------------------------------------------------
                                                                                     MERRILL LYNCH
                                                     MERRILL LYNCH BASIC VALUE      WORLD STRATEGY
                                                            EQUITY FUND                  FUND
                                                     ------------------------- ------------------------
                                                         1998        1997*        1998        1997*
                                                     ------------ ------------ ------------ -----------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)..................... $   126,014  $   26,461   $   24,281   $  14,446
   Net realized gain (loss).......................       874,115      40,394       19,432      35,369
   Change in unrealized appreciation
      (depreciation) on investments...............      (226,962)    135,003      225,660     (37,926)
                                                     ------------ ------------ ------------ -----------

   Net increase (decrease) in net assets
      from operations.............................       773,167     201,858      269,373      11,889
                                                     ------------ ------------ ------------ -----------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)..........................     6,388,355   1,097,822    1,050,984     334,133
   Benefits and other policy-related
      transactions (Note 3).......................    (1,430,414)   (135,034)    (294,100)    (41,646)
   Net transfers among funds and
      guaranteed interest account.................     8,794,685   4,661,128    1,271,852   1,374,499
                                                     ------------ ------------ ------------ -----------
   Net increase (decrease) in net assets
      from policy-related transactions............    13,752,626   5,623,916    2,028,736   1,666,986
                                                     ------------ ------------ ------------ -----------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)...................       (62,140)   (204,337)    (119,245)    (94,148)
                                                     ------------ ------------ ------------ -----------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS...................    14,463,653   5,621,437    2,178,864   1,584,727
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD............................     5,621,437          --    1,584,727          --
                                                     ------------ ------------ ------------ -----------
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
  END OF PERIOD...................................   $20,085,090  $5,621,437   $3,763,591   $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-8
<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>
                                                           --------------------------------------------------------------
                                                                                                 MFS EMERGING
                                                                MFS RESEARCH                   GROWTH COMPANIES
                                                                    FUND                             FUND
                                                           --------------------------- ---------------------------------
                                                            1998            1997*           1998             1997*
                                                           ------------ -------------- ---------------- ----------------

<S>                                                        <C>             <C>            <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)..........................  $   (14,907)    $    7,315     $   (156,515)     $     5,523
   Net realized gain (loss)..............................      494,412         88,145        4,270,964          458,032
   Change in unrealized appreciation
      (depreciation) on investments......................    3,063,681        249,382        6,824,857          171,320
                                                           ------------ -------------- ---------------- ----------------
   Net increase (decrease) in net assets
      from operations....................................    3,543,186        344,842       10,939,306          634,875
                                                           ------------ -------------- ---------------- ----------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).................................    6,795,257      1,177,137       11,533,783        1,598,358
   Benefits and other policy-related
      transactions (Note 3)..............................   (1,705,211)      (162,042)      (2,705,605)        (294,924)
   Net transfers among funds and
      guaranteed interest account........................   12,108,388      6,389,251       25,975,152        8,886,415
                                                           ------------ -------------- ---------------- ----------------
   Net increase (decrease) in net assets
      from policy-related transactions...................   17,198,434      7,404,346       34,803,330       10,189,849
                                                           ------------ -------------- ---------------- ----------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)..........................     (208,262)      (321,159)        (153,261)        (449,170)
                                                           ------------ -------------- ---------------- ----------------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS..........................   20,533,358      7,428,029       45,589,375       10,375,554
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD...................................    7,428,029             --       10,375,554               --
                                                           ------------ -------------- ---------------- ----------------

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END OF PERIOD...  $27,961,387     $7,428,029      $55,964,929      $10,375,554
                                                           ============ ============== ================ ================


                                                         ---------------------------------------------------------------
                                                             MORGAN STANLEY                     EQ/PUTNAM
                                                         EMERGING MARKETS EQUITY          GROWTH & INCOME VALUE
                                                                  FUND                             FUND
                                                         ------------------------------- -------------------------------
                                                              1998           1997**            1998           1997*
                                                         -------------- ---------------- --------------- ---------------
<S>                                                      <C>              <C>             <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)......................    $    13,319      $    13,761     $    87,004      $   23,618
   Net realized gain (loss)..........................       (637,290)         (14,566)        339,445          28,304
   Change in unrealized appreciation
      (depreciation) on investments..................     (1,863,245)      (1,079,388)        891,041         269,561
                                                         -------------- ---------------- --------------- ---------------
   Net increase (decrease) in net assets
      from operations................................     (2,487,216)      (1,080,193)      1,317,490         321,483
                                                         -------------- ---------------- --------------- ---------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).............................      2,442,975          323,739       5,099,897       1,149,748
   Benefits and other policy-related
      transactions (Note 3)..........................       (488,932)          (7,501)     (1,485,166)       (154,351)
   Net transfers among funds and
      guaranteed interest account....................      4,158,460        2,483,527       6,086,532       4,539,465
                                                         -------------- ---------------- --------------- ---------------
   Net increase (decrease) in net assets
      from policy-related transactions...............      6,112,503        2,799,765       9,701,263       5,534,862
                                                         -------------- ---------------- --------------- ---------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)......................        861,681          807,804         (46,809)       (191,983)
                                                         -------------- ---------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS......................      4,486,968        2,527,376      10,971,944       5,664,362
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD...............................      2,527,376               --       5,664,362              --
                                                         -------------- ---------------- --------------- ---------------
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
END OF PERIOD........................................    $ 7,014,344      $ 2,527,376     $16,636,306      $5,664,362
                                                         ============== ================ =============== ===============
</TABLE>


- ---------------------------
See Notes to Financial Statements.
*   Commencement of Operations on May 1, 1997.
**  Commencement of Operations on on August 20,1997.
+ 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+


NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998

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 contractowners. Alliance Capital Management L.P., an
    indirect, majority-owned subsidiary of Equitable Life, manages The Hudson
    River Trust ("HR Trust") and is investment adviser for all of the investment
    funds of HR Trust. EQ Financial Consultants, Inc. ("EQFC"), and Equitable
    Distributors Inc. ("EDI") are wholly owned subsidiaries of Equitable Life.
    EQFC manages the EQ Advisors Trust ("EQ Trust") and has overall
    responsibility for general management and administration of EQ Trust.

    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 24 investments funds ("Funds") of which 11 are
    reported herein: the Alliance Money Market Fund, the Alliance High Yield
    Fund, the Alliance Common Stock Fund, the Alliance Aggressive Stock Fund,
    the Alliance Small Cap Growth Fund, Merrill Lynch Basic Value Equity Fund,
    Merrill Lynch World Strategy Fund, the MFS Research Fund, the MFS Emerging
    Growth Companies Fund, the Morgan Stanley Emerging Markets Equity Fund, and
    the EQ/Putnam Growth & Income Value Fund. The assets in each fund are
    invested in shares of a corresponding portfolio ("Portfolio") of a mutual
    fund, Class 1B shares of HR Trust or EQ Trust (collectively, the "Trusts").
    Class 1B shares are offered by the Trust at net asset value and are subject
    to fees for investment management and advisory services and other Trust
    expenses. Class 1B shares are subject to distribution fees imposed under a
    distribution plan (herein the "Rule 12b-1 Plans") adopted in 1997 pursuant
    to Rule 12b-1 under the 1940 Act, as amended. The Rule 12b-1 Plans provide
    that the Trusts, on behalf of each Fund, may charge annually up to 0.25% of
    the average daily net assets of a Fund attributable to its Class 1B shares
    in respect of activities primarily intended to result in the sale of the
    Class 1B shares. These fees are reflected in the net asset value of the
    shares. The Trusts are open-ended, diversified management investment
    companies that invest separate account assets of insurance companies. Each
    Portfolio has separate investment objectives.

    EQFC and EDI earn fees from both Trusts under distribution agreements held
    with the Trusts. EQFC also earns fees under an investment management
    agreement with the EQ Trust. Alliance earns fees under an investment
    advisory agreement with the HR Trust.

    The Account supports the operations of various Equitable Life's insurance
    products. These products are sold through both Equitable Life's Agent
    Distribution Channel and Equitable Life's Independent Broker Dealer
    Distribution Channel. These financial statement footnotes discuss the
    products, charges and investment return applicable to those life insurance
    products (Incentive Life Plus & Survivorship 2000) which are sold through
    Equitable's Independent Broker Dealer Distribution Channel.

    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.

    Receivable/payable for policy-related transactions represent amount due
    to/from General Account predominately related to premiums, surrenders and
    death benefits.

    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 $56,300,263, $165,714,430 and $(7,511,567) for the
    years ended 1998, 1997 and 1996, 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.


+   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+


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998

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 Trusts and are valued at the net asset
    values per share of the respective Portfolios. The net asset value is
    determined by the Trusts 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 and by EQ Trust in
    the fourth quarter on the ex-dividend date. 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.

   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. These
    charges apply to all products supported by the Account. The products sold
    through Equitable's Independent Broker Dealer Distribution Channel have
    charges currently for Incentive Life Plus of .60% , and for Survivorship
    2000 of .90%. The products sold through Equitable Life's Agent Distribution
    Channel have charges ranging from 0.60% to 1.80% depending on the features
    of those products.

    Before amounts are remitted to the Account, Equitable Life deducts a charge
    for taxes and a premium sales charge from premiums. For one product offered
    to investors in Equitable's Agent Distribution Channel, the entire premium
    is allocated to the account, but before additional premiums are allocated to
    the account an administrative charge is deducted.

    The amounts attributable to various life products in the Account, including
    Incentive Life Plus and Survivorship 2000 policyowners' accounts, are
    assessed monthly by Equitable Life for cost of insurance and administrative
    charges. These charges are withdrawn from the policyowner 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.

    Included in the Withdrawals and Administrative Charges line of the Statement
    of Changes in Net Assets are certain administrative charges which are
    deducted from the policyowners account value.


+   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+

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

DECEMBER 31, 1998


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 risk 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.

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

<TABLE>
<CAPTION>
                                                                       YEARS ENDED DECEMBER 31,
                                                    --------------------------------------------------
    INVESTMENT FUND                                  1998               1997             1996
    ---------------                                  ----               ----             ----
    <S>                                       <C>                   <C>             <C>
    Alliance Money Market                     $  (1,591,380)        $    --         $     --
    Alliance High Yield                          (1,839,368)             --               --
    Alliance Common Stock                       (17,381,053)             --           (185,000)
    Alliance Aggressive Stock                    (6,122,856)             --           (125,000)
    Alliance Small Cap Growth                    (1,675,446)         1,200,000           --
    Merrill Lynch Basic Value Equity             (1,459,281)         1,200,000           --
    Merrill Lynch World Strategy                   (861,511)         2,000,000           --
    MFS Research                                 (2,558,541)         2,000,000           --
    MFS Emerging Growth Companies                (2,732,997)         2,000,000           --
    Morgan Stanley Emerging Markets Equity          (21,425)         4,000,000           --
    EQ/Putnam Growth & Income Value              (1,391,562)         1,200,000           --
</TABLE>

5.  Distribution and Servicing Agreements

    Equitable Life has entered into Distribution and Servicing Agreements with
    EQFC, an affiliate of Equitable Life, and EDI, whereby registered
    representatives of EQFC, 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

    As of December 31, 1998 no units have been sold for products distributed
    through Equitable's Independent Broker Dealer Distribution Channel, and
    consequently investment returns were not presented.

+  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+

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                              ---------------  --------------  ----------------  ------------------

                                                                  ALLIANCE        ALLIANCE         ALLIANCE          ALLIANCE
                                                                   MONEY            HIGH            COMMON          AGGRESSIVE
                                                                   MARKET           YIELD            STOCK             STOCK
                                                                    FUND            FUND             FUND              FUND
                                                              ---------------  --------------  ----------------  ------------------

ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
<S>                                                             <C>             <C>            <C>               <C>
   Cost:   $   278,056,391...............................       $285,346,300
               183,669,358...............................                       $165,804,441
             2,373,726,119...............................                                      $3,411,007,624
               837,511,539...............................                                                        $1,018,866,148
                41,928,315...............................
                 3,014,607...............................
                25,428,532...............................
                 4,286,596...............................
Receivable for Trust shares sold.........................                 --              --               --           934,511
Receivable for policy-related
   transactions..........................................          7,854,659              --               --                --
                                                              --------------  --------------  ---------------  ----------------
Total Assets.............................................        293,200,959     165,804,441    3,411,007,624     1,019,800,659
                                                              --------------  --------------  ---------------  ----------------

LIABILITIES
Payable for Trust shares purchased.......................          5,929,219          55,816          718,659               --
Payable for policy-related
   transactions..........................................                 --         175,412        1,293,925         1,294,651
Amount retained by Equitable Life
   in Separate Account
   FP (Note 4)...........................................            395,830         204,459        1,399,513           774,410
                                                              --------------  --------------  ---------------   ---------------
Total Liabilities........................................          6,325,049         435,687        3,412,097         2,069,061
                                                              --------------  --------------  ---------------   ---------------


NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.......................................       $286,875,910    $165,368,754   $3,407,595,527    $1,017,731,598
                                                              ==============  ==============  ===============   ===============

<CAPTION>

                                                                --------------  ------------  -------------  -------------
                                                                                     EQ/         MERRILL        MERRILL
                                                                   ALLIANCE       ALLIANCE     LYNCH BASIC       LYNCH
                                                                   SMALL CAP       PREMIER        VALUE          WORLD
                                                                    GROWTH         GROWTH        EQUITY        STRATEGY
                                                                     FUND           FUND          FUND           FUND
                                                                --------------  ------------  -------------  -------------

ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
<S>                                                              <C>            <C>           <C>             <C>
   Cost:   $   278,056,391...............................
               183,669,358...............................
             2,373,726,119...............................
               837,511,539...............................
                41,928,315...............................        $50,675,127
                 3,014,607...............................                       $3,169,780
                25,428,532...............................                                     $29,772,098
                 4,286,596...............................                                                     $4,590,983
Receivable for Trust shares sold.........................         12,165,858            --             --             --
Receivable for policy-related
   transactions..........................................                 --           701             --        998,950
                                                              --------------  ------------  -------------   ------------
Total Assets.............................................         62,840,985     3,170,481     29,772,098      5,589,933
                                                              --------------  ------------  -------------   ------------

LIABILITIES
Payable for Trust shares purchased.......................                 --            --             --             --
Payable for policy-related
   transactions..........................................         12,168,727            --         31,149             --
Amount retained by Equitable Life
   in Separate Account
   FP (Note 4)...........................................            247,913           749         46,659      1,426,776
                                                              --------------  ------------  -------------   ------------
Total Liabilities........................................         12,416,640           749         77,808      1,426,776
                                                              --------------  ------------  -------------   ------------


NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.......................................        $50,424,345    $3,169,732    $29,694,290     $4,163,157
                                                              ==============  ============  =============  =============
</TABLE>

- ----------------------------------------------
See Notes to Financial Statements.
+ 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+

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 (UNAUDITED) (CONCLUDED)
<TABLE>
<CAPTION>
                                             --------------  --------------  ---------  -------------  -------------
                                                                                            MORGAN
                                                                  MFS           MFS         STANLEY
                                                                EMERGING      GROWTH       EMERGING      EQ/PUTNAM
                                                  MFS            GROWTH        WITH         MARKETS       GROWTH &
                                                RESEARCH        COMPANIES     INCOME        EQUITY         INCOME
                                                  FUND            FUND         FUND          FUND        VALUE FUND
                                             --------------  --------------  ---------  -------------  -------------
ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
<S>                                            <C>           <C>               <C>      <C>             <C>
   Cost:       $35,037,606................     $41,314,295
                99,097,880................                   $113,289,390
                     3,287................                                     $3,361
                14,640,855................                                              $16,545,620
                19,227,781................                                                              $22,114,136
Receivable for Trust shares sold..........              --             --          --            --              --
Receivable for policy-related
   transactions...........................              --             --          --            --              --
                                             -------------  -------------  ----------  ------------    ------------
Total Assets..............................      41,314,295    113,289,390       3,361    16,545,620      22,114,136
                                             -------------  -------------  ----------  ------------    ------------

LIABILITIES
Payable for Trust shares purchased........              --             --          --            --              --
Payable for policy-related
   transactions...........................          30,141         71,825          --        22,392          13,766
Amount retained by Equitable Life
   in Separate Account
   FP (Note 4)............................          53,756         44,671          --     1,413,468          47,549
                                             -------------  -------------  ----------  ------------    ------------
Total Liabilities.........................          83,897        116,496          --     1,435,860          61,315
                                             -------------  -------------  ----------  ------------    ------------

NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS........................     $41,230,398   $113,172,894      $3,361   $15,109,760     $22,052,821
                                             =============  =============  ==========  ============    ============
</TABLE>
- ----------------------------------------------
See Notes to Financial Statements.
+ 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+

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>

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

                                                               ALLIANCE
                                                                 MONEY          ALLIANCE          ALLIANCE           ALLIANCE
                                                                MARKET         HIGH YIELD       COMMON STOCK        AGGRESSIVE
                                                                 FUND             FUND              FUND            STOCK FUND
                                                             -------------  ---------------  ------------------  -----------------
<S>                                                             <C>            <C>               <C>                  <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from The Trust..........................                --               --                  --                 --
   Expenses (Note 3):
      Mortality and expense risk charges................        $  751,318     $    460,762      $    9,129,988       $  2,754,102
                                                             -------------  ---------------  ------------------  -----------------
NET INVESTMENT INCOME...................................          (751,318)        (460,762)         (9,129,988)        (2,754,102)
                                                             -------------  ---------------  ------------------  -----------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments...............           321,186       (5,829,979)         58,398,194        (41,692,663)
      Realized gain distribution from
         the Trusts.....................................                --               --                  --                 --
                                                             -------------  ---------------  ------------------  -----------------
NET REALIZED GAIN (LOSS)................................           321,186       (5,829,979)         58,398,194        (41,692,663)
                                                             -------------  ---------------  ------------------  -----------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period...............................         1,536,450      (20,898,854)        689,309,204         26,715,214
      End of period.....................................         7,289,909      (17,864,917)      1,037,281,505        181,354,609
                                                             -------------  ---------------  ------------------  -----------------
   Change in unrealized appreciation
      (depreciation) during the period..................         5,753,459        3,033,937         347,972,301        154,639,395
                                                             -------------  ---------------  ------------------  -----------------
NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS................................         6,074,645       (2,796,042)        406,370,495        112,946,732
                                                             -------------  ---------------  ------------------  -----------------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS............................        $5,323,327     $ (3,256,804)     $  397,240,507       $110,192,630
                                                             =============  ===============  ==================  =================

<CAPTION>

                                                             -------------  ------------  ---------------  ------------
                                                                                 EQ/          MERRILL         MERRILL
                                                               ALLIANCE       ALLIANCE      LYNCH BASIC        LYNCH
                                                               SMALL CAP       PREMIER         VALUE           WORLD
                                                                GROWTH         GROWTH          EQUITY        STRATEGY
                                                                 FUND           FUND*           FUND           FUND
                                                             -------------  ------------  ---------------  ------------
<S>                                                             <C>             <C>            <C>             <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from The Trust..........................                --            --               --            --
   Expenses (Note 3):
      Mortality and expense risk charges................        $  123,769      $    744       $   63,842      $  8,910
                                                             -------------  ------------  ---------------  ------------
NET INVESTMENT INCOME...................................          (123,769)         (744)         (63,842)      (8,910)
                                                             -------------  ------------  ---------------  ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments...............         1,069,730            11          178,386       136,851
      Realized gain distribution from
         the Trusts.....................................                --            --               --            --
                                                             -------------  ------------  ---------------  ------------
NET REALIZED GAIN (LOSS)................................         1,069,730            11          178,386       136,851
                                                             -------------  ------------  ---------------  ------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period...............................         8,780,955            --          (91,959)      187,734
      End of period.....................................         8,746,812       155,173        4,343,566       304,386
                                                             -------------  ------------  ---------------  ------------
   Change in unrealized appreciation
      (depreciation) during the period..................           (34,143)      155,173        4,435,525       116,652
                                                             -------------  ------------  ---------------  ------------
NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS................................         1,035,587       155,184        4,613,911       253,503
                                                             -------------  ------------  ---------------  ------------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS............................        $  911,818      $154,440       $4,550,069      $244,593
                                                             =============  ============  ===============  ============
</TABLE>


- ----------------------------------------------
* Commencement of Operations on June 4, 1999.
+ 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+

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED) (CONCLUDED)

<TABLE>
<CAPTION>

                                                            ------------  ------------  --------   -------------  -------------
                                                                                                       MORGAN
                                                                              MFS         MFS         STANLEY
                                                                            EMERGING     GROWTH       EMERGING      EQ/PUTNAM
                                                                MFS          GROWTH       WITH        MARKETS        GROWTH
                                                              RESEARCH     COMPANIES     INCOME        EQUITY        & INCOME
                                                                FUND         FUND         FUND*         FUND        VALUE FUND
                                                            ------------  ------------  --------   -------------  ------------
<S>                                                          <C>          <C>               <C>      <C>             <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from The Trust............................           --            --        --               --             --
   Expenses (Note 3):
      Mortality and expense risk charges..................   $   93,735   $   240,946       $ 1      $    21,322     $   51,757
                                                            -----------   -----------     -----   --------------   ------------
NET INVESTMENT INCOME.....................................      (93,735)     (240,946)       (1)         (21,322)       (51,757)
                                                            -----------   -----------     -----   --------------   ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.................      260,455     3,542,229        --         (946,548)       200,863
      Realized gain distribution from
         the Trusts.......................................           --            --        --               --             --
                                                            -----------   -----------     -----   --------------   ------------
NET REALIZED GAIN (LOSS)..................................      260,455     3,542,229        --         (946,548)       200,863
                                                            -----------   -----------     -----   --------------   ------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period.................................    3,313,063     6,996,177        --       (2,942,633)     1,160,602
      End of period.......................................    6,276,689    14,191,510        74        1,904,765      2,886,355
                                                            -----------   -----------     -----   --------------   ------------
   Change in unrealized appreciation
      (depreciation) during the period....................    2,963,626     7,195,333        74        4,847,398      1,725,753
                                                            -----------   -----------     -----   --------------   ------------
NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS..................................    3,224,081    10,737,562        74        3,900,850      1,926,616
                                                            -----------   -----------     -----   --------------   ------------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS..............................   $3,130,346   $10,496,616       $73      $ 3,879,528     $1,874,859
                                                            ===========   ===========     =====   ==============   ============
</TABLE>
- ----------------------------------------------
See Notes to Financial Statements.
* Commencement of Operations on June 4, 1999.
+ 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+

STATEMENT OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>

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


                                                                                    ALLIANCE          ALLIANCE         ALLIANCE
                                                                ALLIANCE MONEY     HIGH YIELD       COMMON STOCK      AGGRESSIVE
                                                                  MARKET FUND         FUND              FUND          STOCK FUND
                                                               ----------------  ---------------  ---------------  ----------------
<S>                                                               <C>              <C>            <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income...................................       $   (751,318)    $   (460,762)  $   (9,129,988)   $   (2,754,102)
   Net realized gain (loss)................................            321,186       (5,829,979)      58,398,194       (41,692,663)
   Change in unrealized appreciation
      (depreciation) on investments........................          5,753,459        3,033,937      347,972,301       154,639,395
                                                               ---------------   --------------   --------------   ---------------
   Net increase (decrease) in net assets
     from operations.......................................          5,323,327       (3,256,804)     397,240,507       110,192,630
                                                               ---------------   --------------   --------------   ---------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)...................................        119,732,477       18,517,002      187,556,807        81,731,848
   Benefits and other policy-related
      transactions (Note 3)................................        (34,659,548)     (11,219,965)    (148,400,649)      (61,595,209)
   Net transfers among funds and
      guaranteed interest account..........................        (58,245,849)      (8,930,488)      28,881,595       (82,900,383)
                                                               ---------------   --------------   --------------   ---------------
   Net increase (decrease) in net assets
      from policy-related transactions.....................         26,827,080       (1,633,451)      68,037,753       (62,763,744)
                                                               ---------------   --------------   --------------   ---------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)............................             49,710           22,618         (209,307)         (475,369)
                                                               ---------------   --------------   --------------   ---------------
INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS............................................         32,200,117       (4,867,637)     465,068,953        46,953,517
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF
   PERIOD..................................................        254,675,793      170,236,391    2,942,526,574       970,778,081
                                                               ---------------   --------------   --------------   ---------------
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD.............................       $286,875,910     $165,368,754   $3,407,595,527    $1,017,731,598
                                                               ===============   ==============   ==============   ===============

<CAPTION>
                                                               -------------   -----------  ------------  -----------
                                                                                    EQ/        MERRILL       MERRILL
                                                                  ALLIANCE       ALLIANCE    LYNCH BASIC      LYNCH
                                                                 SMALL CAP       PREMIER        VALUE         WORLD
                                                                   GROWTH        GROWTH        EQUITY       STRATEGY
                                                                    FUND          FUND*         FUND          FUND
                                                               -------------   -----------  ------------  -----------
<S>                                                             <C>            <C>          <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income...................................     $  (123,769)   $     (744)  $   (63,842)  $   (8,910)
   Net realized gain (loss)................................       1,069,730            11       178,386      136,851
   Change in unrealized appreciation
      (depreciation) on investments........................         (34,143)      155,173     4,435,525      116,652
                                                               ------------   -----------   -----------   ----------
   Net increase (decrease) in net assets
     from operations.......................................         911,818       154,440     4,550,069      244,593
                                                               ------------   -----------   -----------   ----------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)...................................       9,385,875       171,747     4,905,653      800,971
   Benefits and other policy-related
      transactions (Note 3)................................      (2,743,073)        1,396    (1,416,212)    (280,064)
   Net transfers among funds and
      guaranteed interest account..........................      (5,517,236)    2,842,105     1,584,368     (304,380)
                                                               ------------   -----------   -----------   ----------
   Net increase (decrease) in net assets
      from policy-related transactions.....................       1,125,566     3,015,248     5,073,809      216,527
                                                               ------------   -----------   -----------   ----------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)............................         (84,288)           44       (14,678)     (61,554)
                                                               ------------   -----------   -----------   ----------
INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS............................................       1,953,096     3,169,732     9,609,200      399,566
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF
   PERIOD..................................................      48,471,249            --    20,085,090    3,763,591
                                                               ------------   -----------   -----------   ----------
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD.............................     $50,424,345    $3,169,732   $29,694,290   $4,163,157
                                                               ============   ===========   ===========   ==========
</TABLE>
- ----------------------------------------------
See Notes to Financial Statements.
* Commencement of Operations on June 4, 1999.
+ 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+

STATEMENT OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>

                                                               ------------  ------------- --------  ------------ -------------
                                                                                                        MORGAN
                                                                                  MFS         MFS      STANLEY
                                                                               EMERGING     GROWTH     EMERGING    EQ/PUTNAM
                                                                  MFS           GROWTH       WITH      MARKETS      GROWTH
                                                                RESEARCH      COMPANIES     INCOME      EQUITY      & INCOME
                                                                  FUND           FUND        FUND*       FUND       VALUE FUND
                                                               ------------  ------------- --------  ------------ -------------
<S>                                                            <C>           <C>            <C>      <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income...................................    $   (93,735)  $   (240,946)  $   (1)  $   (21,322)  $   (51,757)
   Net realized gain (loss)................................        260,455      3,542,229       --      (946,548)      200,863
   Change in unrealized appreciation
      (depreciation) on investments........................      2,963,626      7,195,333       74     4,847,398     1,725,753
                                                               ------------  -------------  ------   ----------- --------------
   Net increase (decrease) in net assets
     from operations.......................................      3,130,346     10,496,616       73     3,879,528     1,874,859
                                                               ------------  -------------  ------   ----------- --------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)...................................      6,629,966     14,937,031    3,183     1,890,930     3,723,800
   Benefits and other policy-related
      transactions (Note 3)................................     (2,173,926)    (5,320,719)      --      (742,061)   (1,237,624)
   Net transfers among funds and
      guaranteed interest account..........................      5,687,025     37,193,059      105     3,800,925     1,065,567
                                                               ------------  -------------  ------   ----------- --------------
   Net increase (decrease) in net assets
      from policy-related transactions.....................     10,143,065     46,809,371    3,288     4,949,794     3,551,743
                                                               ------------  -------------  ------   ----------- --------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)............................         (4,400)       (98,022)      --      (733,906)      (10,087)
                                                               ------------  -------------  ------   ----------- --------------
INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.........................................     13,269,011     57,207,965    3,361     8,095,416     5,416,515
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF PERIOD.......................     27,961,387     55,964,929       --     7,014,344    16,636,306
                                                               ------------  -------------  ------   ----------- --------------
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD.............................    $41,230,398   $113,172,894   $3,361   $15,109,760   $22,052,821
                                                               ============  =============  ======   =========== ==============
</TABLE>
- ----------------------------------------------
See Notes to Financial Statements.
* Commencement of Operations on June 4, 1999.
+ 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 (UNAUDITED)
JUNE 30, 1999

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 contractowners. Alliance Capital Management L.P., an
    indirect, majority-owned subsidiary of Equitable Life, manages The Hudson
    River Trust ("HR Trust") and is investment adviser for all of the investment
    funds of HR Trust. EQ Financial Consultants, Inc. ("EQFC"), and Equitable
    Distributors, Inc. ("EDI") are wholly owned subsidiaries of Equitable Life.
    EQFC manages the EQ Advisors Trust ("EQ Trust") and has overall
    responsibility for general management and administration of EQ Trust.

    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 24 investments funds ("Funds") of which 13 are
    reported herein: the Alliance Money Market Fund, the Alliance High Yield
    Fund, the Alliance Common Stock Fund, the Alliance Aggressive Stock Fund,
    the Alliance Small Cap Growth Fund, EQ/Alliance Premier Growth, Merrill
    Lynch Basic Value Equity Fund, Merrill Lynch World Strategy Fund, MFS Growth
    with Income, the MFS Research Fund, the MFS Emerging Growth Companies Fund,
    the Morgan Stanley Emerging Markets Equity Fund, and the EQ/Putnam Growth &
    Income Value Fund. The assets in each fund are invested in shares of a
    corresponding portfolio ("Portfolio") of a mutual fund, Class 1B shares of
    HR Trust or EQ Trust (collectively, the "Trusts"). Class 1B shares are
    offered by the Trust at net asset value and are subject to fees for
    investment management and advisory services and other Trust expenses. Class
    1B shares are subject to distribution fees imposed under a distribution plan
    (herein the "Rule 12b-1 Plans") adopted in 1997 pursuant to Rule 12b-1 under
    the 1940 Act, as amended. The Rule 12b-1 Plans provide that the Trusts, on
    behalf of each Fund, may charge annually up to 0.25% of the average daily
    net assets of a Fund attributable to its Class 1B shares in respect of
    activities primarily intended to result in the sale of the Class 1B shares.
    These fees are reflected in the net asset value of the shares. The Trusts
    are open-ended, diversified management investment companies that invest
    separate account assets of insurance companies. Each Portfolio has separate
    investment objectives.

    EQFC and EDI earn fees from both Trusts under distribution agreements held
    with the Trusts. EQFC also earns fees under an investment management
    agreement with the EQ Trust. Alliance earns fees under an investment
    advisory agreement with the HR Trust.

    The Account supports the operations of various Equitable Life Insurance
    products. These products are sold through both Equitable Life's Agent
    Distribution Channel and Equitable Life's Independent Broker Dealer
    Distribution Channel. These financial statement footnotes discuss the
    products, charges and investment return applicable to those life insurance
    products (Incentive Life Plus & Survivorship 2000) which are sold through
    Equitable's Independent Broker Dealer Distribution Channel.

    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.

    Receivable/payable for policy-related transactions represent amount due
    to/from General Account predominately related to premiums, surrenders and
    death benefits.

    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 $(74,843,587) for the six months ended June 30, 1999,
    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.

+   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 (UNAUDITED) (CONTINUED)
JUNE 30, 1999

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 Trusts and are valued at the net asset
    values per share of the respective Portfolios. The net asset value is
    determined by the Trusts 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 the Trusts in the fourth quarter on the ex-dividend date.
    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.

    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. These
    charges apply to all products supported by the Account. The products sold
    through Equitable's Independent Broker Dealer Distribution Channel have
    charges currently for Incentive Life Plus of .60% and for Survivorship 2000
    of .90%. The products sold through Equitable Life's Agent Distribution
    Channel have charges ranging from 0.60% to 1.80% depending on the features
    of those products.

    Before amounts are remitted to the Account, Equitable Life deducts a charge
    for taxes and a premium sales charge from premiums. For one product offered
    to investors in Equitable's Agent Distribution Channel, the entire premium
    is allocated to the account, but before additional premiums are allocated to
    the account an administrative charge is deducted.

    The amounts attributable to various life products in the Account, including
    Incentive Life Plus and Survivorship 2000 policyowners' accounts, are
    assessed monthly by Equitable Life for cost of insurance and administrative
    charges. These charges are withdrawn from the policyowner 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.

    Included in the Withdrawals and Administrative Charges line of the Statement
    of Changes in Net Assets are certain administrative charges which are
    deducted from the policyowner's account value.

+   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 (UNAUDITED) (CONTINUED)
JUNE 30, 1999

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 risk 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.

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

                                                            SIX MONTHS ENDED
                                                                JUNE 30,
                                                          ---------------------
       INVESTMENT FUND                                           1999
       ---------------                                           ----
          Alliance Money Market                               $  890,096
          Alliance High Yield                                    487,287
          Alliance Common Stock                                8,989,648
          Alliance Aggressive Stock                            3,004,033
          Alliance Small Cap Growth                              223,825
          EQ/Alliance Premier Growth                                  --
          Merrill Lynch Basic Value Equity                       108,167
          Merrill Lynch World Strategy                             8,810
          MFS Research                                           104,972
          MFS Emerging Growth Companies                          323,192
          MFS Growth with Income                                      --
          Morgan Stanley Emerging Markets Equity               1,685,953
          EQ/Putnam Growth & Income Value                        121,245

5.  DISTRIBUTION AND SERVICING AGREEMENTS

    Equitable Life has entered into Distribution and Servicing Agreements with
    EQFC, an affiliate of Equitable Life, and EDI, whereby registered
    representatives of EQFC, 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 unit value 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 which is after deduction of trust expense.

    The Separate Account rates of return attributable to Incentive Life Plus
    policyowners are different than those attributable to Survivorship 2000
    policyowners because asset charges are deducted at different rates under
    each policy (see Note 3). As of June 30, 1999 no units have been sold in the
    Merrill Lynch Basic Value Equity Fund and the Merrill Lynch World Strategy
    Fund for products distributed through Equitable's Independent Broker Dealer
    Distribution Channel, and consequently investment returns were not presented
    for these funds.

+  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 (UNAUDITED) (CONTINUED)
JUNE 30, 1999

RATES OF RETURN:
INCENTIVE LIFE PLUS
- -------------------
                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE MONEY MARKET FUND                                    1999
- ----------------------------                                  ----
Gross return..................................                2.16
Net return....................................                1.85

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE HIGH YIELD FUND                                      1999
- ------------------------                                      ----
Gross return..................................               (1.80)
Net return....................................               (2.09)

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE COMMON STOCK FUND                                    1999
- -----------------------------                                 ----
Gross return..................................                13.55
Net return....................................                13.21

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE AGGRESSIVE STOCK FUND                                1999
- -------------------------------                               ----
Gross return..................................                12.24
Net return....................................                11.91

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE SMALL CAP GROWTH FUND                                1999
- --------------------------------                              ----
Gross return..................................               (0.61)
Net return....................................               (0.91)

                                                          JUNE 4(A) TO
                                                            JUNE 30,
                                                       --------------------
EQ/ALLIANCE PREMIER GROWTH FUND                               1999
- ----------------------------------                            ----
Gross return..................................                5.86
Net return....................................                5.82

                                                        SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
MFS RESEARCH FUND                                             1999
- --------------------                                          ----
Gross return..................................                9.01
Net return....................................                8.69

                                                        SIX MONTHS ENDED (A)
                                                              JUNE 30,
                                                       --------------------
MFS EMERGING GROWTH COMPANIES FUND                            1999
- ---------------------------------------                       ----
Gross return..................................                12.78
Net return....................................                12.43

                                                           JUNE 4(B) TO
                                                              JUNE 30,
                                                       --------------------
MFS GROWTH WITH INCOME FUND                                   1999
- ------------------------------                                ----
Gross return..................................                1.80
Net return....................................                1.75

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


                                     FSA-22
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1999

RATES OF RETURN (CONTINUED):
INCENTIVE LIFE PLUS
- -------------------
                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       -------------------
MORGAN STANLEY EMERGING MARKETS EQUITY FUND                   1999
- ----------------------------------------------                ----
Gross return..................................               38.24
Net return....................................               37.72

                                                      SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       -------------------
EQ/PUTNAM GROWTH & INCOME VALUE FUND                          1999
- ----------------------------------------                      ----
Gross return..................................               10.81
Net return....................................               10.40

- -------------------
 +  Formerly known as Equitable Variable Life Insurance Company Separate
    Account FP.
(a) The gross return and net return for the periods indicated are not annualized
    rates of return.


                                     FSA-23
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1999

RATES OF RETURN (CONTINUED):
SURVIVORSHIP 2000
- -----------------
                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       -------------------
ALLIANCE MONEY MARKET FUND                                    1999
- ----------------------------                                  ----
Gross return..................................                2.16
Net return....................................                1.70

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE HIGH YIELD FUND                                      1999
- ------------------------                                      ----
Gross return..................................               (1.80)
Net return....................................               (2.24)

                                                       SIX MONTHS ENDED (B)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE COMMON STOCK FUND                                    1999
- -----------------------------                                 ----
Gross return..................................                13.55
Net return....................................                13.04

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE AGGRESSIVE STOCK FUND                                1999
- -------------------------------                               ----
Gross return..................................                12.24
Net return....................................                11.74

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE SMALL CAP GROWTH FUND                                1999
- --------------------------------                              ----
Gross return..................................               (0.61)
Net return....................................               (1.05)

                                                          JUNE 4(A) TO
                                                             JUNE 30,
                                                       --------------------
EQ/ALLIANCE PREMIER GROWTH FUND                               1999
- ---------------------------------                             ----
Gross return..................................                5.86
Net return....................................                5.79

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
MFS RESEARCH FUND                                             1999
- --------------------                                          ----
Gross return..................................                9.01
Net return....................................                8.53

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
MFS EMERGING GROWTH COMPANIES FUND                            1999
- ---------------------------------------                       ----
Gross return..................................                12.78
Net return....................................                12.27

                                                           JUNE 4(B) TO
                                                             JUNE 30,
                                                       --------------------
MFS GROWTH WITH INCOME FUND                                   1999
- ------------------------------                                ----
Gross return..................................                1.80
Net return....................................                1.73

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


                                     FSA-24
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONCLUDED)
JUNE 30, 1999

RATES OF RETURN (CONCLUDED):
SURVIVORSHIP 2000
- -----------------

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       -------------------
MORGAN STANLEY EMERGING MARKETS EQUITY FUND                   1999
- ----------------------------------------------                ----
Gross return..................................               38.24
Net return....................................               37.51

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       -------------------
EQ/PUTNAM GROWTH & INCOME VALUE FUND                          1999
- ----------------------------------------                      ----
Gross return..................................               10.81
Net return....................................               10.23

- -------------------
 +  Formerly known as Equitable Variable Life Insurance Company Separate
    Account FP.
(a) The gross return and net return for the periods indicated are not annualized
    rates of return.


                                     FSA-25


<PAGE>







                        Report of Independent Accountants


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

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and comprehensive
income 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, 1998 and 1997, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1998, 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 method of accounting for long-lived assets in 1996.




/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
New York, New York
February 8, 1999
                                      F-1
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>

                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                            <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    18,993.7        $    19,630.9
    Held to maturity, at amortized cost.....................................           125.0                  -
  Mortgage loans on real estate.............................................         2,809.9              2,611.4
  Equity real estate........................................................         1,676.9              2,495.1
  Policy loans..............................................................         2,086.7              2,422.9
  Other equity investments..................................................           713.3                951.5
  Investment in and loans to affiliates.....................................           928.5                731.1
  Other invested assets.....................................................           808.2                612.2
                                                                              -----------------    -----------------
      Total investments.....................................................        28,142.2             29,455.1
Cash and cash equivalents...................................................         1,245.5                300.5
Deferred policy acquisition costs...........................................         3,563.8              3,236.6
Amounts due from discontinued operations....................................             2.7                572.8
Other assets................................................................         3,051.9              2,687.4
Closed Block assets.........................................................         8,632.4              8,566.6
Separate Accounts assets....................................................        43,302.3             36,538.7
                                                                              -----------------    -----------------

Total Assets................................................................   $    87,940.8        $    81,357.7
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................   $    20,889.7        $    21,579.5
Future policy benefits and other policyholders' liabilities.................         4,694.2              4,553.8
Short-term and long-term debt...............................................         1,181.7              1,716.7
Other liabilities...........................................................         3,474.3              3,267.2
Closed Block liabilities....................................................         9,077.0              9,073.7
Separate Accounts liabilities...............................................        43,211.3             36,306.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................        82,528.2             76,497.2
                                                                              -----------------    -----------------

Commitments and contingencies (Notes 11, 13, 14, 15 and 16)

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..............................................         3,110.2              3,105.8
Retained earnings...........................................................         1,944.1              1,235.9
Accumulated other comprehensive income......................................           355.8                516.3
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         5,412.6              4,860.5
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................   $    87,940.8        $    81,357.7
                                                                              =================    =================
</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, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $    1,056.2       $       950.6      $       874.0
Premiums......................................................          588.1               601.5              597.6
Net investment income.........................................        2,228.1             2,282.8            2,203.6
Investment gains (losses), net................................          100.2               (45.2)              (9.8)
Commissions, fees and other income............................        1,503.0             1,227.2            1,081.8
Contribution from the Closed Block............................           87.1               102.5              125.0
                                                                -----------------  -----------------  -----------------

      Total revenues..........................................        5,562.7             5,119.4            4,872.2
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,153.0             1,266.2            1,270.2
Policyholders' benefits.......................................        1,024.7               978.6            1,317.7
Other operating costs and expenses............................        2,201.2             2,203.9            2,075.7
                                                                -----------------  -----------------  -----------------

      Total benefits and other deductions.....................        4,378.9             4,448.7            4,663.6
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change.................................        1,183.8               670.7              208.6
Federal income taxes..........................................          353.1                91.5                9.7
Minority interest in net income of consolidated subsidiaries..          125.2                54.8               81.7
                                                                -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative
  effect of accounting change.................................          705.5               524.4              117.2
Discontinued operations, net of Federal income taxes..........            2.7               (87.2)             (83.8)
Cumulative effect of accounting change, net of Federal
  income taxes................................................            -                   -                (23.1)
                                                                -----------------  -----------------  -----------------

Net Earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                =================  =================  =================
</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 AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning of year.............        3,105.8             3,105.8            3,105.8
Additional capital in excess of par value.....................            4.4                 -                  -
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        3,110.2             3,105.8            3,105.8

Retained earnings, beginning of year..........................        1,235.9               798.7              788.4
Net earnings..................................................          708.2               437.2               10.3
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................        1,944.1             1,235.9              798.7
                                                                -----------------  -----------------  -----------------

Accumulated other comprehensive income,
  beginning of year...........................................          516.3               177.0              361.4
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Accumulated other comprehensive income, end of year...........          355.8               516.3              177.0
                                                                -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................   $    5,412.6       $     4,860.5      $     4,084.0
                                                                =================  =================  =================

COMPREHENSIVE INCOME
Net earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                -----------------  -----------------  -----------------
Change in unrealized gains (losses), net of reclassification
  adjustment..................................................         (149.5)              343.7             (206.6)
Minimum pension liability adjustment..........................          (11.0)               (4.4)              22.2
                                                                -----------------  -----------------  -----------------
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Comprehensive Income..........................................   $      547.7       $       776.5      $      (174.1)
                                                                =================  =================  =================
</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, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Net earnings..................................................   $      708.2       $       437.2      $        10.3
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,153.0             1,266.2            1,270.2
  Universal life and investment-type product
    policy fee income.........................................       (1,056.2)             (950.6)            (874.0)
  Investment (gains) losses...................................         (100.2)               45.2                9.8
  Change in Federal income tax payable........................          123.1               (74.4)            (197.1)
  Other, net..................................................         (324.9)              169.4              330.2
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          503.0               893.0              549.4
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,289.0             2,702.9            2,275.1
  Sales.......................................................       16,972.1            10,385.9            8,964.3
  Purchases...................................................      (18,578.5)          (13,205.4)         (12,559.6)
  Decrease (increase) in short-term investments...............          102.4              (555.0)             450.3
  Decrease in loans to discontinued operations................          660.0               420.1            1,017.0
  Sale of subsidiaries........................................            -                 261.0                -
  Other, net..................................................         (341.8)             (612.6)            (281.0)
                                                                -----------------  -----------------  -----------------

Net cash provided (used) by investing activities..............        1,103.2              (603.1)            (133.9)
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        1,508.1             1,281.7            1,925.4
    Withdrawals...............................................       (1,724.6)           (1,886.8)          (2,385.2)
  Net (decrease) increase in short-term financings............         (243.5)              419.9                (.3)
  Repayments of long-term debt................................          (24.5)             (196.4)            (124.8)
  Payment of obligation to fund accumulated deficit of
    discontinued operations...................................          (87.2)              (83.9)               -
  Other, net..................................................          (89.5)              (62.7)             (66.5)
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (661.2)             (528.2)            (651.4)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................          945.0              (238.3)            (235.9)
Cash and cash equivalents, beginning of year..................          300.5               538.8              774.7
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $    1,245.5       $       300.5      $       538.8
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      130.7       $       217.1      $       109.9
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      254.3       $       170.0      $       (10.0)
                                                                =================  =================  =================
</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 its wholly owned
        life insurance  subsidiaries,  Equitable of Colorado ("EOC"), and, prior
        to  December  31,  1996,   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"),  in which  Equitable Life has a
        57.7%  ownership  interest,  and  Donaldson,  Lufkin  &  Jenrette,  Inc.
        ("DLJ"),   an  investment  banking  and  brokerage  affiliate  in  which
        Equitable Life has a 32.5%  ownership  interest.  AXA ("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 58.5% at December 31, 1998 (53.4% if
        all securities convertible into, and options on, common stock were to be
        converted or exercised).

        The  Insurance  segment  offers a variety of  traditional,  variable and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small  groups.  It  also  administers  traditional  participating  group
        annuity  contracts  with  conversion  features,  generally for corporate
        qualified  pension  plans,  and  association  plans which  provide  full
        service retirement programs for individuals affiliated with professional
        and trade  associations.  This segment  includes  Separate  Accounts for
        individual insurance and annuity products.

        The Investment  Services segment includes  Alliance,  the results of DLJ
        which are accounted for on an equity basis,  and, through June 10, 1997,
        Equitable Real Estate  Investment  Management,  Inc.  ("EREIM"),  a real
        estate  investment   management  subsidiary  which  was  sold.  Alliance
        provides diversified investment fund management services to a variety of
        institutional clients,  including pension funds, endowments, and foreign
        financial institutions, as well as to individual investors,  principally
        through  a  broad  line  of  mutual   funds.   This   segment   includes
        institutional Separate Accounts which provide various investment options
        for large group pension clients, primarily deferred benefit contribution
        plans, through pooled or single group accounts. DLJ's businesses include
        securities underwriting,  sales and trading, merchant banking, financial
        advisory services,  investment research, venture capital,  correspondent
        brokerage  services,  online  interactive  brokerage  services and asset
        management.  DLJ  serves  institutional,   corporate,  governmental  and
        individual clients both domestically and internationally. EREIM provided
        real  estate  investment   management   services,   property  management
        services, mortgage servicing and loan asset management, and agricultural
        investment management.

 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 and EREIM (see Note 5); and those partnerships and
        joint ventures in which Equitable Life or its  subsidiaries  has control

                                      F-6
<PAGE>

        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,
        liabilities and results of operations are presented in the  consolidated
        financial   statements  as  single  line  items  (see  Note  7).  Unless
        specifically  stated,  all other footnote  disclosures  contained herein
        exclude the Closed Block related amounts.

        All significant intercompany transactions and balances except those with
        the  Closed  Block and  discontinued  operations  (see Note 8) have been
        eliminated in  consolidation.  The years "1998," "1997" and "1996" refer
        to the years  ended  December  31,  1998,  1997 and 1996,  respectively.
        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1998 presentation.

        Closed Block

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

        Assets  allocated to the Closed Block inure solely to the benefit of the
        Closed  Block  policyholders  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  include  the Group  Non-Participating  Wind-Up
        Annuities  ("Wind-Up  Annuities") and the Guaranteed  Interest  Contract
        ("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 believes the  allowance for future losses at
        December 31, 1998 is adequate to provide for all future losses; however,
        the quarterly  allowance review 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 8).

        Accounting Changes

        In June 1997, the Financial  Accounting  Standards Board ("FASB") issued
        Statement  of   Financial   Accounting   Standards   ("SFAS")  No.  131,
        "Disclosures  about Segments of an Enterprise and Related  Information".
        SFAS No.  131  establishes  standards  for  public  companies  to report
        information  about  operating  segments in annual and interim  financial
        statements issued to shareholders.  It also specifies related disclosure
        requirements  for  products  and  services,  geographic  areas and major
        customers.  Generally,  financial information must be reported using the
        basis  management  uses  to make  operating  decisions  and to  evaluate
        business  performance.  The Company  implemented  SFAS No. 131 effective
        December 31, 1998 and  continues to identify two  operating  segments to
        reflect its major businesses:  Insurance and Investment Services.  While
        the  segment  descriptions  are the same as those  previously  reported,
        certain  amounts  have  been  reattributed  between  the two  reportable
        segments.   Prior  period  comparative   segment  information  has  been
        restated.

                                      F-7
<PAGE>

        In March 1998, the American  Institute of Certified  Public  Accountants
        ("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the
        Costs of Computer  Software  Developed or Obtained  for  Internal  Use,"
        which  requires  capitalization  of external and certain  internal costs
        incurred to obtain or develop internal-use  computer software during the
        application development stage. The Company applied the provisions of SOP
        98-1  prospectively  effective January 1, 1998. The adoption of SOP 98-1
        did not have a material impact on the Company's  consolidated  financial
        statements.   Capitalized   internal-use  software  is  amortized  on  a
        straight-line basis over the estimated useful life of the software.

        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  Company's  cost of funds.
        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 intends to sell or abandon 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. Initial adoption of the impairment
        requirements  of SFAS No. 121 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.

        New Accounting Pronouncements

        In  October  1998,  the  FASB  issued  SFAS  No.  134,  "Accounting  for
        Mortgage-Backed Securities Retained after the Securitization of Mortgage
        Loans  Held for Sale by a Mortgage  Banking  Enterprise,"  which  amends
        existing  accounting and reporting  standards for certain  activities of
        mortgage  banking   enterprises  and  other   enterprises  that  conduct
        operations that are substantially similar to the primary operations of a
        mortgage banking  enterprise.  This statement is effective for the first
        fiscal quarter  beginning after December 15, 1998. This statement is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In June 1998, the FASB issued SFAS No. 133,  "Accounting  for Derivative
        Instruments and Hedging  Activities,"  which establishes  accounting and
        reporting  standards  for  derivative  instruments,   including  certain
        derivatives embedded in other contracts, and for hedging activities.  It
        requires all  derivatives  to be recognized on the balance sheet at fair
        value.  The  accounting  for  changes in the fair value of a  derivative
        depends on its intended use.  Derivatives not used in hedging activities
        must be adjusted  to fair value  through  earnings.  Changes in the fair
        value of derivatives used in hedging  activities will,  depending on the
        nature of the hedge,  either be offset in earnings against the change in
        fair value of the hedged item  attributable  to the risk being hedged or
        recognized in other  comprehensive  income until the hedged item affects
        earnings.  For all  hedging  activities,  the  ineffective  portion of a
        derivative's  change in fair value  will be  immediately  recognized  in
        earnings.

        SFAS No. 133 requires  adoption in fiscal years beginning after June 15,
        1999 and  permits  early  adoption  as of the  beginning  of any  fiscal
        quarter following issuance of the statement.  Retroactive application to
        financial statements of prior periods is prohibited. The Company expects
        to adopt SFAS No. 133 effective January 1, 2000.  Adjustments  resulting
        from  initial  adoption  of the new  requirements  will be reported in a
        manner  similar  to the  cumulative  effect  of a change  in  accounting
        principle  and will be  reflected  in net  income or  accumulated  other
        comprehensive income based upon existing hedging relationships,  if any.
        Management  currently  is  assessing  the impact of  adoption.  However,
        Alliance's  adoption is not expected to have a significant impact on the
        Company's  consolidated  balance  sheet or statement of earnings.  Also,
        since  most  of  DLJ's  derivatives  are  carried  at fair  values,  the
        Company's  consolidated earnings and financial position are not expected
        to be significantly affected by DLJ's adoption of the new requirements.

                                      F-8
<PAGE>

        In late 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting
        for Insurance and Reinsurance  Contracts that Do Not Transfer  Insurance
        Risk".  This SOP,  effective for fiscal years  beginning  after June 15,
        1999,  provides guidance to both the insured and insurer on how to apply
        the deposit  method of accounting  when it is required for insurance and
        reinsurance  contracts that do not transfer insurance risk. The SOP does
        not address or change the  requirements  as to when  deposit  accounting
        should be applied.  SOP 98-7 applies to all  entities and all  insurance
        and reinsurance contracts that do not transfer insurance risk except for
        long-duration  life  and  health  insurance  contracts.  This SOP is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In December  1997,  the AICPA issued 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.

        Valuation of Investments

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value.  Fixed maturities,  which the Company has both the
        ability and the intent to hold to maturity,  are stated  principally  at
        amortized  cost. 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.

        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.

                                      F-9
<PAGE>

        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 (losses).

        Unrealized  investment  gains and losses on equity  securities and fixed
        maturities available for sale held by the Company are accounted for as a
        separate component of accumulated  comprehensive  income, 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.

        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  25 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 accumulated other  comprehensive  income in
        consolidated shareholder's equity as of the balance sheet date.

                                      F-10
<PAGE>

        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, 1998, the expected  investment  yield,  excluding
        policy loans, generally ranged from 7.29% grading to 6.5% 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  accumulated  comprehensive  income  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.

        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,
        includes 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.

                                      F-11
<PAGE>

        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 Pension Par
        and DI  reserves  have been  calculated  on a  reasonable  basis and are
        adequate,  there can be no  assurance  reserves  will be  sufficient  to
        provide for future liabilities.

        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $938.6 million and $886.7 million at December 31,
        1998 and  1997,  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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Incurred benefits related to current year..........  $       202.1       $      190.2       $      189.0
        Incurred benefits related to prior years...........           22.2                2.1               69.1
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       224.3       $      192.3       $      258.1
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        17.0       $       28.8       $       32.6
        Benefits paid related to prior years...............          155.4              146.2              153.3
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       172.4       $      175.0       $      185.9
                                                            =================   ================   =================
</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, 1998,  participating  policies,  including  those in the
        Closed Block, represent  approximately 19.9% ($49.3 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  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.

                                      F-12
<PAGE>

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

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1998, 1997 and 1996,  investment  results of
        such  Separate  Accounts  were $4,591.0  million,  $3,411.1  million and
        $2,970.6 million, respectively.

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

        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  Statement,  compensation  expense is  recorded  on the date of
        grant only if the current market price of the  underlying  stock exceeds
        the  option  price.  See Note 22 for the pro forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
        for Stock-Based Compensation".

                                      F-13
<PAGE>

 3)     INVESTMENTS

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

                                                                        Gross               Gross
                                                   Amortized          Unrealized         Unrealized          Estimated
                                                      Cost              Gains              Losses            Fair Value
                                                -----------------  -----------------   ----------------   -----------------
                                                                              (In Millions)
        <S>                                     <C>                 <C>                <C>                 <C>
        December 31, 1998
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,520.8      $       793.6       $      379.6       $    14,934.8
            Mortgage-backed....................        1,807.9               23.3                 .9             1,830.3
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,464.1              107.6                 .7             1,571.0
            States and political subdivisions..           55.0                9.9                -                  64.9
            Foreign governments................          363.3               20.9               30.0               354.2
            Redeemable preferred stock.........          242.7                7.0               11.2               238.5
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,453.8      $       962.3       $      422.4       $    18,993.7
                                                =================  =================   ================   =================

          Held to Maturity:  Corporate.........  $       125.0      $         -         $        -         $       125.0
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $        58.3      $       114.9       $       22.5       $       150.7
                                                =================  =================   ================   =================

        December 31, 1997
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,850.5      $       785.0       $       74.5       $    15,561.0
            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..           52.8                6.8                 .1                59.5
            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
                                                =================  =================   ================   =================
</TABLE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities  without a readily  ascertainable  market value,  the Company
        determines  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, 1998 and 1997,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,539.9 million and $3,759.2 million,  respectively, had estimated fair
        values of $3,748.5 million and $3,903.9 million, respectively.

                                      F-14
<PAGE>

        The contractual maturity of bonds at December 31, 1998 is shown below:
<TABLE>
<CAPTION>

                                                                                        Available for Sale
                                                                                ------------------------------------
                                                                                   Amortized          Estimated
                                                                                     Cost             Fair Value
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Due in one year or less................................................  $      324.8       $      323.4
        Due in years two through five..........................................       3,778.2            3,787.9
        Due in years six through ten...........................................       6,543.4            6,594.1
        Due after ten years....................................................       5,756.8            6,219.5
        Mortgage-backed securities.............................................       1,807.9            1,830.3
                                                                                ----------------   -----------------
        Total..................................................................  $   18,211.1       $   18,755.2
                                                                                ================   =================
</TABLE>

        Corporate  bonds held to maturity  with an amortized  cost and estimated
        fair value of $125.0 million are due in one year or less.

        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
        concentrations  in any single  issuer or 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, 1998,  approximately 15.1% of the
        $18,336.1 million aggregate  amortized cost of bonds held by the Company
        was considered to be other than investment grade.

        In  addition,  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.

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Balances, beginning of year........................  $       384.5       $      137.1       $      325.3
        SFAS No. 121 release...............................            -                  -               (152.4)
        Additions charged to income........................           86.2              334.6              125.0
        Deductions for writedowns and
          asset dispositions...............................         (240.1)             (87.2)            (160.8)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        34.3       $       55.8       $       50.4
          Equity real estate...............................          196.3              328.7               86.7
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================
</TABLE>

                                      F-15
<PAGE>

        At December 31, 1998, the carrying value of fixed  maturities  which are
        non-income  producing for the twelve months  preceding the  consolidated
        balance sheet date was $60.8 million.

        At  December  31,  1998 and 1997,  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 $7.0  million  (0.2% of total
        mortgage loans on real estate) and $23.4 million (0.9% 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  $115.1
        million and $183.4 million at December 31, 1998 and 1997,  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 $10.3  million,  $17.2  million and $35.5  million in
        1998, 1997 and 1996, respectively.  Gross interest income on these loans
        included in net investment income aggregated $8.3 million, $12.7 million
        and $28.2 million in 1998, 1997 and 1996, respectively.

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

                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                   1998                 1997
                                                                            -------------------  -------------------
                                                                                         (In Millions)
        <S>                                                                 <C>                  <C>
        Impaired mortgage loans with provision for losses..................  $        125.4       $        196.7
        Impaired mortgage loans without provision for losses...............             8.6                  3.6
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           134.0                200.3
        Provision for losses...............................................           (29.0)               (51.8)
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        105.0       $        148.5
                                                                            ===================  ===================
</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.

        During 1998, 1997 and 1996, respectively, the Company's average recorded
        investment in impaired mortgage loans was $161.3 million, $246.9 million
        and  $552.1  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $12.3  million,  $15.2 million and $38.8 million
        ($.9 million, $2.3 million and $17.9 million recognized on a cash basis)
        for 1998, 1997 and 1996, 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, 1998 and 1997,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $836.2  million  and  $1,023.5   million,
        respectively. For 1998, 1997 and 1996, respectively, real estate of $7.1
        million,  $152.0 million and $58.7 million was acquired in  satisfaction
        of debt. At December 31, 1998 and 1997, the Company owned $552.3 million
        and  $693.3   million,   respectively,   of  real  estate   acquired  in
        satisfaction of debt.

        Depreciation  of real estate held for  production  of income 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 $374.8  million  and $541.1  million at
        December 31, 1998 and 1997,  respectively.  Depreciation expense on real
        estate totaled $30.5 million,  $74.9 million and $91.8 million for 1998,
        1997 and 1996, respectively.

                                      F-16
<PAGE>

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial information for real estate joint ventures
        (25 and 29  individual  ventures  as of  December  31,  1998  and  1997,
        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,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        BALANCE SHEETS
        Investments in real estate, at depreciated cost........................  $       913.7      $     1,700.9
        Investments in securities, generally at estimated fair value...........          636.9            1,374.8
        Cash and cash equivalents..............................................           85.9              105.4
        Other assets...........................................................          279.8              584.9
                                                                                ----------------   -----------------
        Total Assets...........................................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Borrowed funds - third party...........................................  $       367.1      $       493.4
        Borrowed funds - the Company...........................................           30.1               31.2
        Other liabilities......................................................          197.2              284.0
                                                                                ----------------   -----------------
        Total liabilities......................................................          594.4              808.6
                                                                                ----------------   -----------------

        Partners' capital......................................................        1,321.9            2,957.4
                                                                                ----------------   -----------------
        Total Liabilities and Partners' Capital................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Equity in partners' capital included above.............................  $       312.9      $       568.5
        Equity in limited partnership interests not included above.............          442.1              331.8
        Other..................................................................             .7                4.3
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $       755.7      $       904.6
                                                                                ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       246.1       $      310.5       $      348.9
        Revenues of other limited partnership interests....          128.9              506.3              386.1
        Interest expense - third party.....................          (33.3)             (91.8)            (111.0)
        Interest expense - the Company.....................           (2.6)              (7.2)             (30.0)
        Other expenses.....................................         (197.0)            (263.6)            (282.5)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       142.1       $      454.2       $      311.5
                                                            =================   ================   =================

        Equity in net earnings included above..............  $        59.6       $       76.7       $       73.9
        Equity in net earnings of limited partnership
          interests not included above.....................           22.7               69.5               35.8
        Other..............................................            -                  (.9)                .9
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $        82.3       $      145.3       $      110.6
                                                            =================   ================   =================
</TABLE>

                                      F-17
<PAGE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Fixed maturities...................................  $     1,489.0       $    1,459.4       $    1,307.4
        Mortgage loans on real estate......................          235.4              260.8              303.0
        Equity real estate.................................          356.1              390.4              442.4
        Other equity investments...........................           83.8              156.9              122.0
        Policy loans.......................................          144.9              177.0              160.3
        Other investment income............................          185.7              181.7              217.4
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,494.9            2,626.2            2,552.5

          Investment expenses..............................         (266.8)            (343.4)            (348.9)
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,228.1       $    2,282.8       $    2,203.6
                                                            =================   ================   =================
</TABLE>

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Fixed maturities...................................  $       (24.3)      $       88.1       $       60.5
        Mortgage loans on real estate......................          (10.9)             (11.2)             (27.3)
        Equity real estate.................................           74.5             (391.3)             (79.7)
        Other equity investments...........................           29.9               14.1               18.9
        Sale of subsidiaries...............................           (2.6)             252.1                -
        Issuance and sales of Alliance Units...............           19.8                -                 20.6
        Issuance and sale of DLJ common stock..............           18.2                3.0                -
        Other..............................................           (4.4)               -                 (2.8)
                                                            -----------------   ----------------   -----------------
        Investment Gains (Losses), Net.....................  $       100.2       $      (45.2)      $       (9.8)
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $101.6 million, $11.7 million
        and $29.9 million for 1998, 1997 and 1996, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted to $136.4  million for 1997. 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 fourth  quarter 1997,
        $132.3  million of  writedowns  on real  estate held for  production  of
        income were recorded.

        For 1998,  1997 and 1996,  respectively,  proceeds  received on sales of
        fixed maturities  classified as available for sale amounted to $15,961.0
        million,  $9,789.7 million and $8,353.5  million.  Gross gains of $149.3
        million,  $166.0  million and $154.2  million and gross  losses of $95.1
        million, $108.8 million and $92.7 million,  respectively,  were realized
        on these  sales.  The change in  unrealized  investment  gains  (losses)
        related to fixed  maturities  classified as available for sale for 1998,
        1997 and 1996 amounted to $(331.7) million,  $513.4 million and $(258.0)
        million, respectively.

        For 1998,  1997 and 1996,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $136.9  million,  $137.5
        million and $136.7 million, respectively.

                                      F-18
<PAGE>

        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  which  was  paid  in  1998.  The  Company  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  continues  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 for the  year  ended  December  31,  1996,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million and $226.1  million and combined  net earnings of $10.7  million
        and $30.7 million.

        In 1996,  Alliance  acquired the business of Cursitor  Holdings L.P. 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
        additional  consideration to be determined at a later date but currently
        estimated to not exceed $10.0 million. 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,
        1998, the Company's ownership of Alliance Units was approximately 56.7%.

                                      F-19
<PAGE>

        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets as a component of accumulated  comprehensive  income and
        the changes for the corresponding years, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Balance, beginning of year.........................  $       533.6       $      189.9       $      396.5
        Changes in unrealized investment gains (losses)....         (242.4)             543.3             (297.6)
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........           (5.7)              53.2                -
            DAC............................................           13.2              (89.0)              42.3
            Deferred Federal income taxes..................           85.4             (163.8)              48.7
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================

        Balance, end of year comprises:
          Unrealized investment gains on:
            Fixed maturities...............................  $       539.9       $      871.2       $      357.8
            Other equity investments.......................           92.4               33.7               31.6
            Other, principally Closed Block................          111.1               80.9               53.1
                                                            -----------------   ----------------   -----------------
              Total........................................          743.4              985.8              442.5
          Amounts of unrealized investment gains
            attributable to:
              Participating group annuity contracts........          (24.7)             (19.0)             (72.2)
              DAC..........................................         (127.8)            (141.0)             (52.0)
              Deferred Federal income taxes................         (206.8)            (292.2)            (128.4)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================
</TABLE>

 6)     ACCUMULATED OTHER COMPREHENSIVE INCOME

        Accumulated other comprehensive  income represents  cumulative gains and
        losses on items that are not reflected in earnings. The balances for the
        years 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Unrealized gains on investments....................  $       384.1       $      533.6       $      189.9
        Minimum pension liability..........................          (28.3)             (17.3)             (12.9)
                                                            -----------------   ----------------   -----------------
        Total Accumulated Other
          Comprehensive Income.............................  $       355.8       $      516.3       $      177.0
                                                            =================   ================   =================
</TABLE>

                                      F-20
<PAGE>

        The components of other  comprehensive  income for the years 1998,  1997
        and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Net unrealized gains (losses) on investment
          securities:
          Net unrealized gains (losses) arising during
            the period.....................................  $      (186.1)      $      564.0       $     (249.8)
          Reclassification adjustment for (gains) losses
            included in net earnings.......................          (56.3)             (20.7)             (47.8)
                                                            -----------------   ----------------   -----------------

        Net unrealized gains (losses) on investment
          securities.......................................         (242.4)             543.3             (297.6)
        Adjustments for policyholder liabilities,
          DAC and deferred
          Federal income taxes.............................           92.9             (199.6)              91.0
                                                            -----------------   ----------------   -----------------
        Change in unrealized gains (losses), net of
          reclassification and adjustments.................         (149.5)             343.7             (206.6)
        Change in minimum pension liability................          (11.0)              (4.4)              22.2
                                                            -----------------   ----------------   -----------------
        Total Other Comprehensive Income...................  $      (160.5)      $      339.3       $     (184.4)
                                                            =================   ================   =================
</TABLE>

 7)     CLOSED BLOCK

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

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $4,149.0 and $4,059.4)...........................................  $    4,373.2         $    4,231.0
        Mortgage loans on real estate........................................       1,633.4              1,341.6
        Policy loans.........................................................       1,641.2              1,700.2
        Cash and other invested assets.......................................          86.5                282.0
        DAC..................................................................         676.5                775.2
        Other assets.........................................................         221.6                236.6
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    8,632.4         $    8,566.6
                                                                              =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances...........  $    9,013.1         $    8,993.2
        Other liabilities....................................................          63.9                 80.5
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    9,077.0         $    9,073.7
                                                                              =================    =================
</TABLE>

                                      F-21
<PAGE>

<TABLE>
<CAPTION>
                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>                 <C>                <C>
        Revenues
        Premiums and other revenue.........................  $       661.7       $      687.1       $      724.8
        Investment income (net of investment
          expenses of $15.5, $27.0 and $27.3)..............          569.7              574.9              546.6
        Investment losses, net.............................             .5              (42.4)              (5.5)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,231.9            1,219.6            1,265.9
                                                            -----------------   ----------------   -----------------

        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,082.0            1,066.7            1,106.3
        Other operating costs and expenses.................           62.8               50.4               34.6
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,144.8            1,117.1            1,140.9
                                                            -----------------   ----------------   -----------------

        Contribution from the Closed Block.................  $        87.1       $      102.5       $      125.0
                                                            =================   ================   =================
</TABLE>

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        an amortized  cost of $5.1 million and $8.1 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized  cost of $26.0 million and $70.5 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,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Impaired mortgage loans with provision for losses......................  $        55.5      $       109.1
        Impaired mortgage loans without provision for losses...................            7.6                 .6
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           63.1              109.7
        Provision for losses...................................................          (10.1)             (17.4)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        53.0      $        92.3
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $85.5 million,  $110.2 million
        and $153.8 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $4.7  million,  $9.4 million and $10.9
        million  ($1.5  million,  $4.1 million and $4.7 million  recognized on a
        cash basis) for 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted to $11.1  million  and $18.5  million on
        mortgage  loans on real estate and $15.4  million  and $16.8  million on
        equity real estate at December  31, 1998 and 1997,  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 and $12.8 million for 1997 and 1996, respectively. 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 fourth
        quarter  1997,  $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-22
<PAGE>

 8)     DISCONTINUED OPERATIONS

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

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Assets
        Mortgage loans on real estate........................................  $      553.9         $      635.2
        Equity real estate...................................................         611.0                874.5
        Other equity investments.............................................         115.1                209.3
        Other invested assets................................................          24.9                152.4
                                                                              -----------------    -----------------
          Total investments..................................................       1,304.9              1,871.4
        Cash and cash equivalents............................................          34.7                106.8
        Other assets.........................................................         219.0                243.8
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================

        Liabilities
        Policyholders' liabilities...........................................  $    1,021.7         $    1,048.3
        Allowance for future losses..........................................         305.1                259.2
        Amounts due to continuing operations.................................           2.7                572.8
        Other liabilities....................................................         229.1                341.7
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>              <C>                 <C>
        Revenues
        Investment income (net of investment
          expenses of $63.3, $97.3 and $127.5).............  $       160.4       $      188.6       $      245.4
        Investment gains (losses), net.....................           35.7             (173.7)             (18.9)
        Policy fees, premiums and other income.............           (4.3)                .2                 .2
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          191.8               15.1              226.7

        Benefits and other deductions......................          141.5              169.5              250.4
        Earnings added (losses charged) to allowance
          for future losses................................           50.3             (154.4)             (23.7)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax earnings from releasing (loss from
          strengthening) of the allowance for future
          losses...........................................            4.2             (134.1)            (129.0)
        Federal income tax (expense) benefit...............           (1.5)              46.9               45.2
                                                            -----------------   ----------------   -----------------
        Earnings (Loss) from Discontinued Operations.......  $         2.7       $      (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 a release of allowance in
        1998 and strengthening of allowance in 1997 and 1996.

                                      F-23
<PAGE>

        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 fourth  quarter  1997,  $92.5 million of writedowns on
        real estate held for production of income were recognized.

        Benefits and other deductions includes $26.6 million,  $53.3 million and
        $114.3  million of interest  expense  related to amounts  borrowed  from
        continuing operations in 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted  to $3.0  million  and $28.4  million on
        mortgage  loans on real estate and $34.8  million  and $88.4  million on
        equity real estate at December  31, 1998 and 1997,  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, 1998 and 1997, problem mortgage loans on real estate had
        amortized  costs of $1.1 million and $11.0  million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had  amortized  costs of $3.5 million and $109.4  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,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Impaired mortgage loans with provision for losses......................  $         6.7      $       101.8
        Impaired mortgage loans without provision for losses...................            8.5                 .2
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           15.2              102.0
        Provision for losses...................................................           (2.1)             (27.3)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        13.1      $        74.7
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $73.3 million,  $89.2
        million and $134.8 million, respectively.  Interest income recognized on
        these  impaired  mortgage  loans totaled $4.7 million,  $6.6 million and
        $10.1 million ($3.4 million, $5.3 million and $7.5 million recognized on
        a cash basis) for 1998, 1997 and 1996, respectively.

        At December  31, 1998 and 1997,  discontinued  operations  had  carrying
        values of $50.0 million and $156.2 million, respectively, of real estate
        acquired in satisfaction of debt.

                                      F-24
<PAGE>

 9)     SHORT-TERM AND LONG-TERM DEBT

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

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Short-term debt......................................................  $      179.3         $      422.2
                                                                              -----------------    -----------------
        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                199.7
          Other..............................................................            .3                   .3
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         599.4                599.4
                                                                              -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 5.91% - 12.00%, due through 2017...................         392.2                676.6
                                                                              -----------------    -----------------
        Alliance:
          Other..............................................................          10.8                 18.5
                                                                              -----------------    -----------------
        Total long-term debt.................................................       1,002.4              1,294.5
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,181.7         $    1,716.7
                                                                              =================    =================
</TABLE>

        Short-term Debt

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying  interest rates and expires in September
        2000. The interest rates are based on external indices  dependent on the
        type of  borrowing  and at December  31, 1998 range from 5.23% to 7.75%.
        There were no borrowings  outstanding under this bank credit facility at
        December 31, 1998.

        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,  1998,  there were no  borrowings  outstanding  under this
        program.

        During  July 1998,  Alliance  entered  into a $425.0  million  five-year
        revolving  credit  facility  with a  group  of  commercial  banks  which
        replaced a $250.0 million revolving credit facility. 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.  During  September 1998,  Alliance
        increased the size of its  commercial  paper program from $250.0 million
        to $425.0  million.  Borrowings  from these two  sources  may not exceed
        $425.0 million in the aggregate.  The revolving credit facility provides
        backup liquidity for commercial paper issued under Alliance's commercial
        paper  program  and can be used as a direct  source  of  borrowing.  The
        revolving credit facility contains  covenants which require Alliance to,
        among other things,  meet certain  financial  ratios. As of December 31,
        1998, Alliance had commercial paper outstanding  totaling $179.5 million
        at an  effective  interest  rate of 5.5% and  there  were no  borrowings
        outstanding under Alliance's 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.

                                      F-25
<PAGE>

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $640.2  million and  $1,164.0  million at December 31, 1998
        and  1997,  respectively,  as  collateral  for  certain  short-term  and
        long-term debt.

        At December 31, 1998,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1999 and the succeeding
        four years are $322.8 million,  $6.9 million, $1.7 million, $1.8 million
        and $2.0 million, respectively, and $668.0 million thereafter.

10)     FEDERAL INCOME TAXES

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Federal income tax expense (benefit):
          Current..........................................  $       283.3       $      186.5       $       97.9
          Deferred.........................................           69.8              (95.0)             (88.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Expected Federal income tax expense................  $       414.3       $      234.7       $       73.0
        Non-taxable minority interest......................          (33.2)             (38.0)             (28.6)
        Adjustment of tax audit reserves...................           16.0              (81.7)               6.9
        Equity in unconsolidated subsidiaries..............          (39.3)             (45.1)             (32.3)
        Other..............................................           (4.7)              21.6               (9.3)
                                                            -----------------   ----------------   -----------------
        Federal Income Tax Expense.........................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The components of the net deferred Federal income taxes are as follows:
<TABLE>
<CAPTION>

                                                       December 31, 1998                  December 31, 1997
                                                ---------------------------------  ---------------------------------
                                                    Assets         Liabilities         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                      <C>              <C>               <C>               <C>
        Compensation and related benefits......  $     235.3      $        -        $      257.9      $       -
        Other..................................         27.8               -                30.7              -
        DAC, reserves and reinsurance..........          -               231.4               -              222.8
        Investments............................          -               364.4               -              405.7
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     263.1      $      595.8      $      288.6      $     628.5
                                                ===============  ================  ===============   ===============
</TABLE>

                                      F-26
<PAGE>

        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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>              <C>                <C>
        DAC, reserves and reinsurance......................  $        (7.7)      $       46.2       $     (156.2)
        Investments........................................           46.8             (113.8)              78.6
        Compensation and related benefits..................           28.6                3.7               22.3
        Other..............................................            2.1              (31.1)             (32.9)
                                                            -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          Expense (Benefit)................................  $        69.8       $      (95.0)      $      (88.2)
                                                            =================   ================   =================
</TABLE>

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Holding  Company's  consolidated  Federal income tax returns for the
        years 1992 through 1996.  Management  believes these audits will have no
        material adverse effect on the Company's results of operations.

11)     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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Direct premiums....................................  $       438.8       $      448.6       $      461.4
        Reinsurance assumed................................          203.6              198.3              177.5
        Reinsurance ceded..................................          (54.3)             (45.4)             (41.3)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       588.1       $      601.5       $      597.6
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        75.7       $       61.0       $       48.2
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        85.9       $       70.6       $       54.1
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        39.5       $       36.4       $       32.3
                                                            =================   ================   =================
</TABLE>

        Beginning in May 1997, the Company began  reinsuring on a yearly renewal
        term basis 90% of the  mortality  risk on new  issues of  certain  term,
        universal  and  variable  life  products.  During  1996,  the  Company's
        retention  limit on joint  survivorship  policies was increased to $15.0
        million.  Effective  January 1, 1994,  all in force  business above $5.0
        million was  reinsured.  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 $1.3 million,
        $1.6  million and $2.4  million for 1998,  1997 and 1996,  respectively.
        Ceded death and disability benefits totaled $15.6 million,  $4.3 million
        and $21.2  million  for 1998,  1997 and  1996,  respectively.  Insurance
        liabilities  ceded totaled $560.3 million and $593.8 million at December
        31, 1998 and 1997, respectively.

                                      F-27
<PAGE>

12)     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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Service cost.......................................  $        33.2       $       32.5       $       33.8
        Interest cost on projected benefit obligations.....          129.2              128.2              120.8
        Actual return on assets............................         (175.6)            (307.6)            (181.4)
        Net amortization and deferrals.....................            6.1              166.6               43.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        (7.1)      $       19.7       $       16.6
                                                            =================   ================   =================
</TABLE>

        The  plan's  projected  benefit   obligation  under  the  qualified  and
        non-qualified plans was comprised of:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Benefit obligation, beginning of year..................................  $    1,801.3       $    1,765.5
        Service cost...........................................................          33.2               32.5
        Interest cost..........................................................         129.2              128.2
        Actuarial (gains) losses...............................................         108.4              (15.5)
        Benefits paid..........................................................        (138.7)            (109.4)
                                                                                ----------------   -----------------
        Benefit Obligation, End of Year........................................  $    1,933.4       $    1,801.3
                                                                                ================   =================
</TABLE>

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

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Plan assets at fair value, beginning of year...........................  $    1,867.4       $    1,626.0
        Actual return on plan assets...........................................         338.9              307.5
        Contributions..........................................................           -                 30.0
        Benefits paid and fees.................................................        (123.2)             (96.1)
                                                                                ----------------   -----------------
        Plan assets at fair value, end of year.................................       2,083.1            1,867.4
        Projected benefit obligations..........................................       1,933.4            1,801.3
                                                                                ----------------   -----------------
        Projected benefit obligations less than plan assets....................         149.7               66.1
        Unrecognized prior service cost........................................          (7.5)              (9.9)
        Unrecognized net loss from past experience different
          from that assumed....................................................          38.7               95.0
        Unrecognized net asset at transition...................................           1.5                3.1
                                                                                ----------------   -----------------
        Prepaid  Pension Cost..................................................  $      182.4       $      154.3
                                                                                ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.0% and 3.83%, respectively,  at December 31, 1998 and
        7.25% and 4.07%,  respectively,  at December 31, 1997.  As of January 1,
        1998 and 1997,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25%.

                                      F-28
<PAGE>

        The  Company  recorded,  as  a  reduction  of  shareholders'  equity  an
        additional minimum pension liability of $28.3 million and $17.3 million,
        net  of  Federal   income   taxes,   at  December  31,  1998  and  1997,
        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 $31.8 million,
        $33.2 million and $34.7 million for 1998, 1997 and 1996, 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 1998,  1997 and 1996,  the  Company  made
        estimated  postretirement  benefits  payments  of $28.4  million,  $18.7
        million and $18.9 million, respectively.

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Service cost.......................................  $         4.6       $        4.5       $        5.3
        Interest cost on accumulated postretirement
          benefits obligation..............................           33.6               34.7               34.6
        Net amortization and deferrals.....................             .5                1.9                2.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        38.7       $       41.1       $       42.3
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        Accumulated postretirement benefits obligation, beginning
          of year..............................................................  $      490.8       $      388.5
        Service cost...........................................................           4.6                4.5
        Interest cost..........................................................          33.6               34.7
        Contributions and benefits paid........................................         (28.4)              72.1
        Actuarial (gains) losses...............................................         (10.2)              (9.0)
                                                                                ----------------   -----------------
        Accumulated postretirement benefits obligation, end of year............         490.4              490.8
        Unrecognized prior service cost........................................          31.8               40.3
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions....................        (121.2)            (140.6)
                                                                                ----------------   -----------------
        Accrued Postretirement Benefits Cost...................................  $      401.0       $      390.5
                                                                                ================   =================
</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 medical benefits will be limited to 200%
        of 1993 costs for all participants.

                                      F-29
<PAGE>

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated   postretirement  benefits  obligation  was  8.0%  in  1998,
        gradually  declining  to 2.5% in the year  2009,  and in 1997 was 8.75%,
        gradually declining to 2.75% in the year 2009. The discount rate used in
        determining the accumulated  postretirement benefits obligation was 7.0%
        and 7.25% at December 31, 1998 and 1997, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be  increased  4.83%.  The effect of this change on the sum of the
        service  cost and  interest  cost would be an increase of 4.57%.  If the
        health  care  cost  trend  rate  assumptions  were  decreased  by 1% the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be decreased by 5.6%.  The effect of this change on the sum of the
        service cost and interest cost would be a decrease of 5.4%.

13)     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,  1998 and  1997,  respectively,  was  $880.9  million  and
        $1,353.4  million.  The average  unexpired  terms at  December  31, 1998
        ranged from 1 month to 4.3 years.  At  December  31,  1998,  the cost of
        terminating  swaps in a loss position was $8.0 million.  Equitable  Life
        has implemented an interest rate cap program designed to hedge crediting
        rates  on   interest-sensitive   individual  annuities  contracts.   The
        outstanding notional amounts at December 31, 1998 of contracts purchased
        and sold were $8,450.0 million and $875.0 million, respectively. The net
        premium paid by Equitable Life on these  contracts was $54.8 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, 1998 and 1997.

                                      F-30
<PAGE>

        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.

        Fair values for long-term debt are  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, 7 and 8:
<TABLE>
<CAPTION>

                                                                           December 31,
                                                --------------------------------------------------------------------
                                                              1998                               1997
                                                ---------------------------------  ---------------------------------
                                                   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..........  $    2,809.9     $     2,961.8     $     2,611.4     $    2,822.8
        Other limited partnership interests....         562.6             562.6             509.4            509.4
        Policy loans...........................       2,086.7           2,370.7           2,422.9          2,493.9
        Policyholders' account balances -
          investment contracts.................      12,892.0          13,396.0          12,611.0         12,714.0
        Long-term debt.........................       1,002.4           1,025.2           1,294.5          1,257.0

        Closed Block Financial Instruments:
        Mortgage loans on real estate..........       1,633.4           1,703.5           1,341.6          1,420.7
        Other equity investments...............          56.4              56.4              86.3             86.3
        Policy loans...........................       1,641.2           1,929.7           1,700.2          1,784.2
        SCNILC liability.......................          25.0              25.0              27.6             30.3

        Discontinued Operations Financial
        Instruments:
        Mortgage loans on real estate..........         553.9             599.9             655.5            779.9
        Fixed maturities.......................          24.9              24.9              38.7             38.7
        Other equity investments...............         115.1             115.1             209.3            209.3
        Guaranteed interest contracts..........          37.0              34.0              37.0             34.0
        Long-term debt.........................         147.1             139.8             296.4            297.6
</TABLE>

                                      F-31
<PAGE>

14)     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 $142.9 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $287.3 million at December 31, 1998, 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 $24.7 million of letters of credit  outstanding
        at December 31, 1998.

15)     LITIGATION

        Major Medical Insurance Cases

        Equitable Life agreed to settle,  subject to court approval,  previously
        disclosed cases involving  lifetime  guaranteed  renewable major medical
        insurance  policies issued by Equitable Life in five 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.  In certain cases  plaintiffs also claimed that
        Equitable Life  misrepresented  to policyholders  that premium increases
        had been  approved  by  insurance  departments,  and that it  determined
        annual  rate  increases  in a  manner  that  discriminated  against  the
        policyholders.

        In December 1997,  Equitable  Life entered into a settlement  agreement,
        subject  to  court  approval,  which  would  result  in  creation  of  a
        nationwide class consisting of all persons holding,  and paying premiums
        on, the  policies  at any time since  January 1, 1988 and the  dismissal
        with prejudice of the pending  actions and the resolution of all similar
        claims on a nationwide basis.  Under the terms of the settlement,  which
        involves   approximately  127,000  former  and  current   policyholders,
        Equitable  Life would pay $14.2  million in exchange  for release of all
        claims and will provide future relief to certain  current  policyholders
        by  restricting  future premium  increases,  estimated to have a present
        value of $23.3 million.  This estimate is based upon  assumptions  about
        future events that cannot be predicted  with  certainty and  accordingly
        the actual value of the future  relief may vary.  In October  1998,  the
        court entered a judgment  approving  the  settlement  agreement  and, in
        November, a member of the national class filed a notice of appeal of the
        judgment. In January 1999, the Court of Appeals granted Equitable Life's
        motion to dismiss the appeal.

        Life Insurance and Annuity Sales Cases

        A number of lawsuits  are  pending as  individual  claims and  purported
        class  actions  against  Equitable  Life  and its  subsidiary  insurance
        companies Equitable Variable Life Insurance Company ("EVLICO," which was
        merged into Equitable Life effective  January 1, 1997) and The Equitable
        of Colorado,  Inc. ("EOC").  These actions involve,  among other things,
        sales of life and annuity  products for varying periods from 1980 to the
        present,    and   allege,    among   other   things,    sales   practice
        misrepresentation  primarily  involving:  the number of premium payments
        required;  the  propriety  of a product as an  investment  vehicle;  the
        propriety  of a product as a  replacement  of an  existing  policy;  and
        failure to  disclose a product as life  insurance.  Some  actions are in
        state  courts  and  others  are  in  U.S.  District  Courts  in  varying
        jurisdictions,  and are in varying  stages of discovery  and motions for
        class certification.

                                      F-32
<PAGE>

        In general,  the plaintiffs  request an  unspecified  amount of damages,
        punitive damages,  enjoinment from the described practices,  prohibition
        against  cancellation  of policies for  non-payment  of premium or other
        remedies, as well as attorneys' fees and expenses.  Similar actions have
        been filed against  other life and health  insurers and have resulted in
        the  award of  substantial  judgments,  including  material  amounts  of
        punitive damages, or in substantial settlements. Although the outcome of
        litigation cannot be predicted with certainty, particularly in the early
        stages  of an  action,  The  Equitable's  management  believes  that the
        ultimate  resolution  of these cases should not have a material  adverse
        effect on the  financial  position  of The  Equitable.  The  Equitable'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
        Equitable's results of operations in any particular period.

        Discrimination Case

        Equitable Life is a defendant in an action,  certified as a class action
        in September  1997, in the United States District Court for the Northern
        District of Alabama, Southern Division, involving alleged discrimination
        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 litigation  cannot be predicted with  certainty,
        The Equitable's management believes that the ultimate resolution of this
        matter  should  not have a  material  adverse  effect  on the  financial
        position of The Equitable.  The  Equitable'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 Equitable's  results of operations
        in any particular period.

        Alliance Capital

        In July 1995, a class action  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 original complaint was dismissed
        in 1996;  on appeal,  the  dismissal  was  affirmed.  In  October  1996,
        plaintiffs  filed a  motion  for  leave  to file an  amended  complaint,
        alleging  the  Fund  failed  to  hedge  against  currency  risk  despite
        representations  that it would do so, the Fund did not properly disclose
        that it planned to invest in mortgage-backed  derivative  securities and
        two Fund  advertisements  misrepresented  the risks of  investing in the
        Fund. In October 1998,  the U.S. Court of Appeals for the Second Circuit
        issued an order granting plaintiffs' motion to file an amended complaint
        alleging  that the Fund  misrepresented  its  ability  to hedge  against
        currency  risk  and  denying  plaintiffs'  motion  to  file  an  amended
        complaint  containing the other allegations.  Alliance believes that the
        allegations in the amended complaint,  which was filed in February 1999,
        are without merit and intends to defend itself vigorously  against these
        claims.  While the ultimate  outcome of this matter cannot be determined
        at this time,  Alliance's management does not expect that it will have a
        material adverse effect on Alliance's results of operations or financial
        condition.

        DLJSC

        DLJSC is a defendant  along with certain other parties in a class action
        complaint  involving the underwriting of units,  consisting of notes and
        warrants  to  purchase  common  shares,  of Rickel  Home  Centers,  Inc.
        ("Rickel"), which filed a voluntary petition for reorganization pursuant
        to Chapter 11 of the Bankruptcy  Code. The complaint  seeks  unspecified
        compensatory  and punitive  damages from DLJSC, as an underwriter and as
        an owner of 7.3% of the common stock,  for alleged  violation of Federal
        securities  laws and  common  law fraud for  alleged  misstatements  and
        omissions contained in the prospectus and registration statement used in
        the offering of the units.  DLJSC is defending itself vigorously against
        all the allegations contained in the complaint. Although there can be no
        assurance,  DLJ's  management does not believe that the ultimate outcome
        of  this  litigation  will  have a  material  adverse  effect  on  DLJ's
        consolidated  financial  condition.  Due  to the  early  stage  of  this
        litigation,  based on the information  currently  available to it, DLJ's
        management  cannot predict  whether or not such  litigation  will have a
        material adverse effect on DLJ's results of operations in any particular
        period.

                                      F-33
<PAGE>

        DLJSC is a defendant in a purported  class action filed in a Texas State
        Court on behalf  of the  holders  of $550  million  principal  amount of
        subordinated   redeemable   discount   debentures  of  National   Gypsum
        Corporation  ("NGC").  The debentures were canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        litigation   seeks   compensatory   and  punitive  damages  for  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        proceedings.  Trial is  expected  in early May 1999.  DLJSC  intends  to
        defend itself  vigorously  against all the allegations  contained in the
        complaint. Although there can be no assurance, DLJ's management does not
        believe  that  the  ultimate  outcome  of this  litigation  will  have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a  defendant  in a  complaint  which  alleges  that DLJSC and a
        number of other financial institutions and several individual defendants
        violated civil provisions of RICO by inducing  plaintiffs to invest over
        $40 million in The Securities  Groups,  a number of tax shelter  limited
        partnerships,  during the years 1978 through 1982. The  plaintiffs  seek
        recovery of the loss of their  entire  investment  and an  approximately
        equivalent  amount of  tax-related  damages.  Judgment for damages under
        RICO are subject to  trebling.  Discovery  is  complete.  Trial has been
        scheduled  for May 17,  1999.  DLJSC  believes  that it has  meritorious
        defenses  to the  complaints  and will  continue  to  contest  the suits
        vigorously.  Although there can be no assurance,  DLJ's  management does
        not believe that the  ultimate  outcome of this  litigation  will have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a defendant  along with certain  other  parties in four actions
        involving Mid-American Waste Systems, Inc. ("Mid-American"), which filed
        a voluntary  petition for  reorganization  pursuant to Chapter 11 of the
        Bankruptcy  Code  in  January  1997.   Three  actions  seek  rescission,
        compensatory and punitive damages for DLJSC's role in underwriting notes
        of Mid-American.  The other action,  filed by the Plan Administrator for
        the bankruptcy  estate of Mid-American,  alleges that DLJSC is liable as
        an  underwriter  for alleged  misrepresentations  and  omissions  in the
        prospectus   for  the  notes,   and  liable  as  financial   advisor  to
        Mid-American  for  allegedly  failing to advise  Mid-American  about its
        financial condition.  DLJSC believes that it has meritorious defenses to
        the  complaints  and will  continue  to  contest  the suits  vigorously.
        Although there can be no assurance,  DLJ's  management  does not believe
        that the  ultimate  outcome  of this  litigation  will  have a  material
        adverse effect on DLJ's  consolidated  financial  condition.  Based upon
        information  currently  available to it, DLJ's management cannot predict
        whether or not such  litigation  will have a material  adverse effect on
        DLJ's results of operations in any particular period.

        Other Matters

        In addition to the matters  described above, the Holding Company 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.

16)     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 1999 and the succeeding  four years are $98.7 million,  $92.7
        million,  $73.4 million, $59.9 million, $55.8 million and $550.1 million
        thereafter. Minimum future sublease rental income on these noncancelable
        leases  for 1999 and the  succeeding  four years is $7.6  million,  $5.6
        million,  $4.6  million,  $2.3  million,  $2.3 million and $25.4 million
        thereafter.

                                      F-34
<PAGE>

        At December 31, 1998, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1999
        and the succeeding four years is $189.2 million,  $177.0 million, $165.5
        million, $145.4 million, $122.8 million and $644.7 million thereafter.

17)     OTHER OPERATING COSTS AND EXPENSES

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Compensation costs.................................  $       772.0       $      721.5       $      704.8
        Commissions........................................          478.1              409.6              329.5
        Short-term debt interest expense...................           26.1               31.7                8.0
        Long-term debt interest expense....................           84.6              121.2              137.3
        Amortization of policy acquisition costs...........          292.7              287.3              405.2
        Capitalization of policy acquisition costs.........         (609.1)            (508.0)            (391.9)
        Rent expense, net of sublease income...............          100.0              101.8              113.7
        Cursitor intangible assets writedown...............            -                120.9                -
        Other..............................................        1,056.8              917.9              769.1
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,201.2       $    2,203.9       $    2,075.7
                                                            =================   ================   =================
</TABLE>

        During 1997 and 1996,  the Company  restructured  certain  operations in
        connection with cost reduction  programs and recorded pre-tax provisions
        of $42.4  million and $24.4  million,  respectively.  The  amounts  paid
        during 1998,  associated  with cost  reduction  programs,  totaled $22.6
        million.  At December 31, 1998,  the  liabilities  associated  with cost
        reduction  programs  amounted to $39.4 million.  The 1997 cost reduction
        program  included 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. Amortization
        of DAC in 1996 included a $145.0  million  writeoff of DAC related to DI
        contracts.

18)     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 1998, 1997 and 1996,  statutory net
        income (loss)  totaled  $384.4  million,  $(351.7)  million and $(351.1)
        million,  respectively.  Statutory  surplus,  capital  stock  and  Asset
        Valuation  Reserve ("AVR") totaled $4,728.0 million and $3,907.1 million
        at December 31, 1998 and 1997, respectively. No dividends have been paid
        by Equitable Life to the Holding Company to date.

        At December 31, 1998, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $25.6  million  of  securities
        deposited with such government or state agencies.

        The differences  between  statutory surplus and capital stock determined
        in accordance  with Statutory  Accounting  Principles  ("SAP") and total
        shareholders' equity on a GAAP basis are primarily  attributable to: (a)
        inclusion  in  SAP  of  an  AVR  intended  to  stabilize   surplus  from
        fluctuations in the value of the investment portfolio; (b) future policy
        benefits and policyholders'  account balances under SAP differ from GAAP
        due  to  differences   between   actuarial   assumptions  and  reserving
        methodologies;  (c) certain policy  acquisition costs are expensed under
        SAP but deferred under GAAP and amortized over future periods to achieve
        a matching of  revenues  and  expenses;  (d)  Federal  income  taxes are
        generally  accrued  under SAP based upon  revenues  and  expenses in the
        Federal  income tax return while under GAAP deferred  taxes are provided
        for timing differences  between recognition of revenues and expenses for
        financial  reporting  and income tax  purposes;  (e) valuation of assets
        under SAP and GAAP  differ due to  different  investment  valuation  and
        depreciation methodologies,  as well as the deferral of interest-related
        realized capital gains and losses on fixed income  investments;  and (f)
        differences  in  the  accrual   methodologies  for  post-employment  and
        retirement benefit plans.

                                      F-35
<PAGE>

19)     BUSINESS SEGMENT INFORMATION

        The Company's  operations consist of Insurance and Investment  Services.
        The  Company's  management  evaluates the  performance  of each of these
        segments  independently  and  allocates  resources  based on current and
        future   requirements   of  each  segment.   Management   evaluates  the
        performance  of each segment based upon  operating  results  adjusted to
        exclude the effect of unusual or  non-recurring  events and transactions
        and  certain  revenue  and  expense  categories  not related to the base
        operations  of  the  particular   business  net  of  minority  interest.
        Information for all periods is presented on a comparable basis.

        Intersegment  investment  advisory and other fees of approximately $61.8
        million,  $84.1  million  and $129.2  million  for 1998,  1997 and 1996,
        respectively,  are included in total revenues of the Investment Services
        segment.   These  fees,   excluding   amounts  related  to  discontinued
        operations of $.5 million, $4.2 million and $13.3 million for 1998, 1997
        and 1996, respectively, are eliminated in consolidation.

        The following  tables  reconcile each  segment's  revenues and operating
        earnings to total  revenues  and  earnings  from  continuing  operations
        before Federal income taxes and cumulative  effect of accounting  change
        as reported on the consolidated statements of earnings and the segments'
        assets to total assets on the consolidated balance sheets, respectively.
<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>
        1998
        Segment revenues.....................  $     4,029.8     $    1,438.4       $        (5.7)    $    5,462.5
        Investment gains.....................           64.8             35.4                 -              100.2
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     4,094.6     $    1,473.8       $        (5.7)    $    5,562.7
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       688.6     $      284.3       $         -       $      972.9
        Investment gains , net of
          DAC and other charges..............           41.7             27.7                 -               69.4
        Pre-tax minority interest............            -              141.5                 -              141.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       730.3     $      453.5       $         -       $    1,183.8
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    75,626.0     $   12,379.2       $       (64.4)    $   87,940.8
                                              ===============   =================  ===============   ================


        1997
        Segment revenues.....................  $     3,990.8     $    1,200.0       $       (7.7)     $    5,183.1
        Investment gains (losses)............         (318.8)           255.1                -               (63.7)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,672.0     $    1,455.1       $       (7.7)     $    5,119.4
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       507.0     $      258.3       $        -        $      765.3
        Investment gains (losses), net of
          DAC and other charges..............         (292.5)           252.7                -               (39.8)
        Non-recurring costs and expenses.....          (41.7)          (121.6)               -              (163.3)
        Pre-tax minority interest............            -              108.5                -               108.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       172.8     $      497.9       $        -        $      670.7
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    67,762.4     $   13,691.4       $      (96.1)     $   81,357.7
                                              ===============   =================  ===============   ================
</TABLE>

                                      F-36
<PAGE>

<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>
        1996
        Segment revenues.....................  $     3,789.1     $    1,105.5       $       (12.6)    $    4,882.0
        Investment gains (losses)............          (30.3)            20.5                 -               (9.8)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,758.8     $    1,126.0       $       (12.6)    $    4,872.2
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       337.1     $      224.6       $         -       $      561.7
        Investment gains (losses), net of
          DAC and other charges..............          (37.2)            16.9                 -              (20.3)
        Reserve strengthening and DAC
          writeoff...........................         (393.0)             -                   -             (393.0)
        Non-recurring costs and
          expenses...........................          (22.3)            (1.1)                -              (23.4)
        Pre-tax minority interest............            -               83.6                 -               83.6
                                              ---------------   -----------------  ---------------   ----------------
        Earnings (Loss) from
          Continuing Operations..............  $      (115.4)    $      324.0       $         -       $      208.6
                                              ===============   =================  ===============   ================
</TABLE>

20)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The  quarterly  results of operations  for 1998 and 1997 are  summarized
        below:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
        <S>                            <C>                <C>                 <C>                  <C>
        1998
        Total Revenues................  $     1,470.2      $     1,422.9       $    1,297.6         $    1,372.0
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       212.8      $       197.0       $      136.8         $      158.9
                                       =================  =================   ==================   ==================

        Net Earnings..................  $       213.3      $       198.3       $      137.5         $      159.1
                                       =================  =================   ==================   ==================

        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)
                                       =================  =================   ==================   ==================
</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.

                                      F-37
<PAGE>

21)     INVESTMENT IN DLJ

        At December  31,  1998,  the  Company's  ownership  of DLJ  interest was
        approximately  32.5%. 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.

        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
        Company's carrying value of DLJ, are as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Assets:
        Trading account securities, at market value............................  $   13,195.1       $   16,535.7
        Securities purchased under resale agreements...........................      20,063.3           22,628.8
        Broker-dealer related receivables......................................      34,264.5           28,159.3
        Other assets...........................................................       4,759.3            3,182.0
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   35,775.6       $   36,006.7
        Broker-dealer related payables.........................................      26,161.5           26,127.2
        Short-term and long-term debt..........................................       3,997.6            3,249.5
        Other liabilities......................................................       3,219.8            2,860.9
                                                                                ----------------   -----------------
        Total liabilities......................................................      69,154.5           68,244.3
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
        Total shareholders' equity.............................................       2,927.7            2,061.5
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    2,927.7       $    2,061.5
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.7               23.5
        The Holding Company's equity ownership in DLJ..........................      (1,002.4)            (740.2)
        Minority interest in DLJ...............................................      (1,118.2)            (729.3)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      830.8       $      615.5
                                                                                ================   =================
</TABLE>

                                      F-38
<PAGE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Commission, fees and other income......................................  $    3,184.7       $    2,430.7
        Net investment income..................................................       2,189.1            1,652.1
        Dealer, trading and investment gains, net..............................          33.2              557.7
                                                                                ----------------   -----------------
        Total revenues.........................................................       5,407.0            4,640.5
        Total expenses including income taxes..................................       5,036.2            4,232.2
                                                                                ----------------   -----------------
        Net earnings...........................................................         370.8              408.3
        Dividends on preferred stock...........................................          21.3               12.2
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      349.5       $      396.1
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $      349.5       $      396.1
        Amortization of cost in excess of net assets acquired in 1985..........           (.8)              (1.3)
        The Holding Company's equity in DLJ's earnings.........................        (136.8)            (156.8)
        Minority interest in DLJ...............................................         (99.5)            (109.1)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $      112.4       $      128.9
                                                                                ================   =================
</TABLE>

22)     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 1998,  1997 and 1996  would have
        been:
<TABLE>
<CAPTION>

                                                                        1998              1997             1996
                                                                   ---------------   ---------------  ---------------
                                                                                     (In Millions)
       <S>                                                          <C>               <C>              <C>
        Net Earnings:
          As reported.............................................  $      708.2      $     437.2      $       10.3
          Pro forma...............................................         678.4            426.3               3.3
</TABLE>

        The fair values of options  granted after  December 31, 1994,  used as a
        basis  for the above pro forma  disclosures,  were  estimated  as of the
        dates of grant using the Black-Scholes  option pricing model. The option
        pricing assumptions for 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                    Holding Company                      DLJ                            Alliance
                             ------------------------------ ------------------------------- ----------------------------------
                               1998      1997       1996      1998       1997      1996       1998       1997         1996
                             --------- ---------- --------- ---------- -------------------- ---------------------- -----------

        <S>                  <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>         <C>
        Dividend yield......  0.32%      0.48%     0.80%      0.69%      0.86%     1.54%      6.50%      8.00%       8.00%

        Expected volatility.   28%        20%       20%        40%        33%       25%        29%        26%         23%

        Risk-free interest
          rate..............  5.48%      5.99%     5.92%      5.53%      5.96%     6.07%      4.40%      5.70%       5.80%

        Expected life
          in years..........    5          5         5          5          5         5         7.2        7.2         7.4

        Weighted average
          fair value per
          option at
          grant-date........  $22.64    $12.25     $6.94     $16.27     $10.81     $4.03      $3.86      $2.18       $1.35
</TABLE>

                                      F-39
<PAGE>

        A summary of the Holding Company,  DLJ and Alliance's option plans is as
        follows:
<TABLE>
<CAPTION>

                                        Holding Company                     DLJ                         Alliance
                                  ----------------------------- ----------------------------- -----------------------------
                                                    Weighted                      Weighted                     Weighted
                                                    Average                       Average                       Average
                                                    Exercise                      Exercise                     Exercise
                                                    Price of                      Price of                     Price of
                                      Shares        Options         Shares        Options         Units         Options
                                  (In Millions)   Outstanding   (In Millions)   Outstanding   (In Millions)   Outstanding
                                  --------------- ------------- --------------- ------------- -----------------------------
       <S>                              <C>          <C>             <C>         <C>               <C>          <C>
        Balance as of
          January 1, 1996........       6.7           $20.27         18.4         $13.50            9.6          $ 8.86
          Granted................        .7           $24.94          4.2         $16.27            1.4          $12.56
          Exercised..............       (.1)          $19.91          -                             (.8)         $ 6.82
          Expired................       -                             -                             -
          Forfeited..............       (.6)          $20.21          (.4)        $13.50            (.2)         $ 9.66
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1996......       6.7           $20.79         22.2         $14.03           10.0          $ 9.54
          Granted................       3.2           $41.85          6.4         $30.54            2.2          $18.28
          Exercised..............      (1.6)          $20.26          (.2)        $16.01           (1.2)         $ 8.06
          Forfeited..............       (.4)          $23.43          (.2)        $13.79            (.4)         $10.64
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1997......       7.9           $29.05         28.2         $17.78           10.6          $11.41
          Granted................       4.3           $66.26          1.5         $38.59            2.8          $26.28
          Exercised..............      (1.1)          $21.18         (1.4)        $14.91            (.9)         $ 8.91
          Forfeited..............       (.4)          $47.01          (.1)        $17.31            (.2)         $13.14
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1998......      10.7           $44.00         28.2         $19.04           12.3          $14.94
                                  ===============               =============                 ===============
</TABLE>

                                      F-40
<PAGE>

        Information  about options  outstanding  and exercisable at December 31,
        1998 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           3.7               5.19           $20.97              3.0              $20.33
        $28.50     -$45.25           3.0               8.68           $41.79              -
        $50.63     -$66.75           2.1               9.21           $52.73              -
        $81.94     -$82.56           1.9               9.62           $82.56              -
                              -----------------                                    -------------------
        $18.125    -$82.56          10.7               7.75           $44.00              3.0              $20.33
                              ================= ================= ================  ==================== ==============

                 DLJ
        ----------------------
        $13.50    -$25.99           22.3               7.1            $14.59             21.4              $15.05
        $26.00    -$38.99            5.0               8.8            $33.94              -
        $39.00    -$52.875            .9               9.4            $44.65              -
                              -----------------                                    -------------------
        $13.50    -$52.875          28.2               7.5            $19.04             21.4              $15.05
                              ================= ================== ==============  ===================== =============

              Alliance
        ----------------------
        $ 3.03    -$ 9.69            3.1               4.5            $ 8.03              2.4              $ 7.57
        $ 9.81    -$10.69            2.0               5.3            $10.05              1.6              $10.07
        $11.13    -$13.75            2.4               7.5            $11.92              1.0              $11.77
        $18.47    -$18.78            2.0               9.0            $18.48               .4              $18.48
        $22.50    -$26.31            2.8               9.9            $26.28              -                  -
                              -----------------                                    -------------------
        $  3.03   -$26.31           12.3               7.2            $14.94              5.4              $ 9.88
                              ================= =================== =============  ===================== =============
</TABLE>


                                      F-41


<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                 June 30,           December 31,
                                                                                   1999                 1998
                                                                              -----------------    -----------------
                                                                                         (In Millions)
<S>                                                                           <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................  $    19,204.4        $    18,993.7
    Held to maturity, at amortized cost.....................................          128.9                125.0
  Mortgage loans on real estate.............................................        3,269.7              2,809.9
  Equity real estate........................................................        1,522.4              1,676.9
  Policy loans..............................................................        2,160.3              2,086.7
  Other equity investments..................................................          758.0                713.3
  Investment in and loans to affiliates.....................................        1,114.3                928.5
  Other invested assets.....................................................          696.3                808.2
                                                                              -----------------    -----------------
      Total investments.....................................................       28,854.3             28,142.2
Cash and cash equivalents...................................................          907.9              1,245.5
Deferred policy acquisition costs...........................................        3,714.4              3,563.8
Other assets................................................................        3,428.8              3,054.6
Closed Block assets.........................................................        8,592.9              8,632.4
Separate Accounts assets....................................................       48,440.4             43,302.3
                                                                              -----------------    -----------------

Total Assets................................................................  $    93,938.7        $    87,940.8
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................  $    21,184.4        $    20,857.5
Future policy benefits and other policyholders' liabilities.................        4,761.2              4,726.4
Short-term and long-term debt...............................................        1,624.9              1,181.7
Other liabilities...........................................................        3,695.2              3,474.3
Closed Block liabilities....................................................        9,041.3              9,077.0
Separate Accounts liabilities...............................................       48,333.0             43,211.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................       88,640.0             82,528.2
                                                                              -----------------    -----------------

Commitments and contingencies (Note 10)

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..............................................        3,110.2              3,110.2
Retained earnings...........................................................        2,347.4              1,944.1
Accumulated other comprehensive (loss) income...............................         (161.4)               355.8
                                                                              -----------------    -----------------
      Total shareholder's equity............................................        5,298.7              5,412.6
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $    93,938.7        $    87,940.8
                                                                              =================    =================
</TABLE>


                 See Notes to Consolidated Financial Statements.




                                     F-42

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                            Three Months Ended                  Six Months Ended
                                                                 June 30,                           June 30,
                                                     ---------------------------------  ---------------------------------
                                                          1999              1998             1999              1998
                                                     ---------------   ---------------  ---------------   ---------------
                                                                                (In Millions)
<S>                                                  <C>               <C>              <C>               <C>
REVENUES
Universal life and investment-type
  product policy fee income........................  $      307.8      $     257.5      $      604.5      $      517.1
Premiums...........................................         130.7            142.6             265.6             289.1
Net investment income..............................         573.7            565.8           1,142.2           1,165.9
Investment gains, net..............................          73.4             33.2              54.1             105.6
Commissions, fees and other income.................         511.7            395.9             996.3             773.0
Contribution from the Closed Block.................          23.0             27.9              41.9              42.4
                                                     ---------------   ---------------  ---------------   ---------------
      Total revenues...............................       1,620.3          1,422.9           3,104.6           2,893.1
                                                     ---------------   ---------------  ---------------   ---------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account
  balances.........................................         269.6            283.4             539.8             582.9
Policyholders' benefits............................         253.9            258.2             494.7             520.4
Other operating costs and expenses.................         774.0            561.2           1,417.5           1,127.5
                                                     ---------------   ---------------  ---------------   ---------------
      Total benefits and other deductions..........       1,297.5          1,102.8           2,452.0           2,230.8
                                                     ---------------   ---------------  ---------------   ---------------

Earnings from continuing operations before
  Federal income taxes and minority interest.......         322.8            320.1             652.6             662.3
Federal income taxes...............................          58.3             90.8             158.7             190.7
Minority interest in net income of
  consolidated subsidiaries........................          41.9             32.3              84.0              61.8
                                                     ---------------   ---------------  ---------------   ---------------
Earnings from continuing operations................         222.6            197.0             409.9             409.8
Discontinued operations, net of Federal income
  taxes............................................          (1.3)             1.3              (6.6)              1.8
                                                     ---------------   ---------------  ---------------   ---------------

Net Earnings.......................................  $      221.3      $     198.3      $      403.3      $      411.6
                                                     ===============   ===============  ===============   ===============
</TABLE>






                 See Notes to Consolidated Financial Statements.




                                     F-43
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    1999                 1998
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                           <C>                  <C>
SHAREHOLDER'S EQUITY
Common stock, at par value, beginning of year and end of period.............  $         2.5        $         2.5
                                                                              -----------------    -----------------

Capital in excess of par value, beginning of year and end of period.........        3,110.2              3,105.8
                                                                              -----------------    -----------------

Retained earnings, beginning of year........................................        1,944.1              1,235.9
Net earnings................................................................          403.3                411.6
                                                                              -----------------    -----------------
Retained earnings, end of period............................................        2,347.4              1,647.5
                                                                              -----------------    -----------------

Accumulated other comprehensive income, beginning of year...................          355.8                516.3
Other comprehensive (loss) income...........................................         (517.2)                39.2
                                                                              -----------------    -----------------
Accumulated other comprehensive (loss) income, end of period................         (161.4)               555.5
                                                                              -----------------    -----------------

Total Shareholder's Equity, End of Period...................................  $     5,298.7        $     5,311.3
                                                                              =================    =================
</TABLE>







                 See Notes to Consolidated Financial Statements.




                                     F-44

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                    1999                 1998
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                           <C>                 <C>
Net earnings................................................................  $       403.3        $       411.6
  Adjustments to reconcile net earnings to net cash provided by
    operating activities:
    Interest credited to policyholders' account balances....................          539.8                582.9
    Universal life and investment-type policy fee income....................         (604.5)              (517.1)
    Investment gains........................................................          (54.1)              (105.6)
    Change in Federal income tax payable....................................           78.8                 44.9
    Other, net..............................................................         (204.8)               (50.1)
                                                                              -----------------    -----------------

Net cash provided by operating activities...................................          158.5                366.6
                                                                              -----------------    -----------------

Cash flows from investing activities:
  Maturities and repayments.................................................        1,046.6              1,005.1
  Sales....................................................................         4,630.4              8,648.5
  Purchases.................................................................       (7,048.7)            (9,779.6)
  Decrease in short-term investments........................................          193.5                215.5
  Decrease in loans to discontinued operations..............................            -                  300.0
  Other, net................................................................         (190.8)              (393.3)
                                                                              -----------------    -----------------

Net cash used by investing activities.......................................       (1,369.0)                (3.8)
                                                                              -----------------    -----------------

Cash flows from financing activities:
 Policyholders' account balances:
    Deposits................................................................        1,191.1                618.9
    Withdrawals.............................................................         (806.3)              (938.0)
  Increase in short-term financings.........................................          559.5                443.9
  Repayments of long-term debt..............................................           (6.2)                (6.3)
  Payment of obligation to fund accumulated deficit of
    discontinued operations.................................................            -                  (87.2)
  Other, net................................................................          (65.2)               (34.6)
                                                                              -----------------    -----------------

Net cash provided (used) by financing activities............................          872.9                 (3.3)
                                                                              -----------------    -----------------

Change in cash and cash equivalents.........................................         (337.6)               359.5
Cash and cash equivalents, beginning of year................................        1,245.5                300.5
                                                                              -----------------    -----------------

Cash and Cash Equivalents, End of Period....................................  $       907.9        $       660.0
                                                                              =================    =================

Supplemental cash flow information:
  Interest Paid.............................................................  $        56.4        $        84.5
                                                                              =================    =================
  Income Taxes Paid.........................................................  $        26.3        $       186.7
                                                                              =================    =================
</TABLE>


                 See Notes to Consolidated Financial Statements.




                                     F-45

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


 1)   BASIS OF PRESENTATION

      The  accompanying   consolidated  financial  statements  are  prepared  in
      conformity  with GAAP which  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.   These  statements  should  be  read  in
      conjunction with the consolidated  financial statements of the Company for
      the year ended  December 31, 1998.  The results of operations  for the six
      months ended June 30, 1999 are not  necessarily  indicative of the results
      to be expected for the full year.

      The terms  "second  quarter  1999" and "second  quarter 1998" refer to the
      three months ended June 30, 1999 and 1998, respectively.  The terms "first
      half of 1999" and "first half of 1998" refer to the six months  ended June
      30, 1999 and 1998, respectively.

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

 2)   NEW ACCOUNTING PRONOUNCEMENTS

      In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
      Instruments and Hedging Activities - Deferral of the Effective Date of
      FASB Statement No. 133," which defers the effective date of SFAS No. 133
      to all fiscal quarters of all fiscal years beginning after June 15, 2000.
      The Company expects to adopt SFAS No. 133 effective January 1, 2001.

 3)   DEFERRED POLICY ACQUISITION COSTS

      As part of its asset/liability management process, in second quarter 1999,
      management  initiated  a review  of the  matching  of  invested  assets to
      Insurance  product lines given their different  liability  characteristics
      and  liquidity  requirements.  As a  result  of  this  review,  management
      reallocated the current and  prospective  interests of the various product
      lines in the invested assets.  These asset  reallocations  and the related
      changes in investment yields by product line, in turn,  triggered a review
      of and revisions to the  estimated  future gross profits used to determine
      the amortization of DAC for universal life and  investment-type  products.
      The revisions to estimated  future gross profits  resulted in an after-tax
      writedown of DAC of $85.6 million (net of a Federal  income tax benefit of
      $46.1 million) for the three and six months ended June 30, 1999.




                                     F-46

<PAGE>

 4)   INVESTMENTS

      Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>
                                                                                          Six Months Ended
                                                                                              June 30,
                                                                                 -----------------------------------
                                                                                      1999                1998
                                                                                 ---------------     ---------------
                                                                                           (In Millions)
     <S>                                                                         <C>                 <C>
      Balances, beginning of year............................................... $      230.6        $     384.5
      Additions charged to income...............................................         23.9               50.4
      Deductions for writedowns and asset dispositions..........................        (74.6)             (80.6)
                                                                                 ---------------     ---------------
      Balances, End of Period................................................... $      179.9        $     354.3
                                                                                 ===============     ===============

      Balances, end of period:
        Mortgage loans on real estate........................................... $       31.3        $      29.2
        Equity real estate......................................................        148.6              325.1
                                                                                 ---------------     ---------------
      Total..................................................................... $      179.9        $     354.3
                                                                                 ===============     ===============
</TABLE>

      For the  second  quarter  and first  half of 1999 and of 1998,  investment
      income  is shown  net of  investment  expenses  of $53.1  million,  $113.3
      million, $64.3 million and $144.6 million, respectively.

      As of June 30, 1999 and December 31, 1998, fixed maturities  classified as
      available for sale had amortized costs of $19,438.4  million and $18,453.8
      million  and  fixed  maturities  in the  held to  maturity  portfolio  had
      estimated fair values of $128.9 million and $125.0 million,  respectively.
      Other equity investments include equity securities with carrying values of
      $140.5  million and $150.6  million  and costs of $39.6  million and $58.3
      million as of June 30, 1999 and December 31, 1998, respectively.

      On  January  1,  1999,   investments  in  publicly-traded   common  equity
      securities  in  the  General   Account   portfolio   within  other  equity
      investments  amounting to $102.3 million were  transferred  from available
      for sale securities to trading  securities.  As a result of this transfer,
      unrealized investment gains of $83.3 million ($43.2 million net of related
      DAC and Federal income taxes) were recognized as realized investment gains
      in the  consolidated  statements  of earnings.  In the second  quarter and
      first half of 1999,  $27.8 million  ($16.1  million net of related DAC and
      Federal  income taxes) and $99.2 million ($53.2 million net of related DAC
      and  Federal  income  taxes) of  increases  in fair  value on the  trading
      portfolios  were recognized as net investment  income in the  consolidated
      statements of earnings.  These trading  securities had a carrying value of
      $118.2 million and costs of $3.8 million at June 30, 1999.

      For the  first  half of 1999 and of 1998,  proceeds  received  on sales of
      fixed  maturities  classified  as available  for sale amounted to $4,390.9
      million and $8,380.5 million,  respectively.  Gross gains of $40.0 million
      and $89.9 million and gross losses of $89.5 million and $47.0 million were
      realized  on  these  sales  for  the  first  half  of  1999  and of  1998,
      respectively.  Unrealized  investment  gains  related to fixed  maturities
      classified as available for sale  decreased by $773.9 million in the first
      half of 1999,  resulting  in a balance  of $234.0  million  of  unrealized
      investment losses at June 30, 1999.




                                     F-47

<PAGE>

      Impaired  mortgage loans along with the related  provision for losses were
      as follows:
<TABLE>
<CAPTION>
                                                                                   June 30,          December 31,
                                                                                     1999                1998
                                                                                ---------------    -----------------
                                                                                           (In Millions)
      <S>                                                                        <C>                <C>
      Impaired mortgage loans with provision for losses.......................   $     117.6        $     125.4
      Impaired mortgage loans without provision for losses....................           1.8                8.6
                                                                                ---------------    -----------------
      Recorded investment in impaired mortgage loans..........................         119.4              134.0
      Provision for losses....................................................         (25.9)             (29.0)
                                                                                ---------------    -----------------
      Net Impaired Mortgage Loans.............................................   $      93.5        $     105.0
                                                                                ===============    =================
</TABLE>

      During the first  half of 1999 and of 1998,  respectively,  the  Company's
      average recorded  investment in impaired mortgage loans was $129.0 million
      and $188.5 million.  Interest income recognized on these impaired mortgage
      loans  totaled  $4.5 million and $6.6 million ($.1 million and $.9 million
      recognized  on a cash  basis)  for  the  first  half  of  1999  and  1998,
      respectively.

 5)   SALE OF DLJ STOCK

      During the second  quarter of 1999,  DLJ  completed  its offering of a new
      class of its common stock to track the financial performance of DLJdirect,
      its online brokerage business.  As a result of this offering,  the Company
      recorded a non-cash pre-tax realized gain of $95.8 million.

 6)   CLOSED BLOCK

      Summarized financial information for the Closed Block is as follows:
<TABLE>
<CAPTION>
                                                                                  June 30,           December 31,
                                                                                    1999                 1998
                                                                              -----------------    -----------------
                                                                                          (In Millions)
     <S>                                                                      <C>                  <C>
      Assets
      Fixed maturities:
        Available for sale, at estimated fair value (amortized cost of
          $4,068.9 and $4,149.0)............................................. $     4,062.3        $     4,373.2
      Mortgage loans on real estate..........................................       1,709.3              1,633.4
      Policy loans...........................................................       1,615.1              1,641.2
      Cash and other invested assets.........................................         128.5                 86.5
      Deferred policy acquisition costs......................................         834.8                676.5
      Other assets...........................................................         242.9                221.6
                                                                              -----------------    -----------------
      Total Assets........................................................... $     8,592.9        $     8,632.4
                                                                              =================    =================

      Liabilities
      Future policy benefits and other policyholders' account balances....... $     9,010.3        $     9,013.1
      Other liabilities......................................................          31.0                 63.9
                                                                              -----------------    -----------------
      Total Liabilities...................................................... $     9,041.3        $     9,077.0
                                                                              =================    =================
</TABLE>




                                     F-48
<PAGE>

<TABLE>
<CAPTION>
                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                           June 30,
                                                ---------------------------------  ---------------------------------
                                                     1999              1998             1999              1998
                                                ---------------   ---------------  ---------------   ---------------
                                                                           (In Millions)
      <S>                                       <C>              <C>               <C>              <C>
      Revenues
      Premiums and other income................ $      156.4      $     165.9      $      312.4      $      333.0
      Investment income (net of investment
        expenses of $4.8, $5.4, $10.0 and
        $10.8).................................        145.2            145.3             287.2             281.7
      Investment gains (losses), net...........          3.4              2.8               1.5              (1.9)
                                                ---------------   ---------------  ---------------   ---------------
      Total revenues...........................        305.0            314.0             601.1             612.8
                                                ---------------   ---------------  ---------------   ---------------

      Benefits and Other Deductions
      Policyholders' benefits and dividends....        260.5            267.5             526.9             544.8
      Other operating costs and expenses.......         21.5             18.6              32.3              25.6
                                                ---------------   ---------------  ---------------   ---------------
      Total benefits and other deductions......        282.0            286.1             559.2             570.4
                                                ---------------   ---------------  ---------------   ---------------

      Contribution from the Closed Block....... $       23.0      $      27.9      $       41.9      $       42.4
                                                ===============   ===============  ===============   ===============
</TABLE>

      Investment valuation allowances amounted to $8.5 million and $11.1 million
      on  mortgage  loans and $13.7  million  and $15.4  million on equity  real
      estate at June 30, 1999 and December 31, 1998, respectively.

      Impaired  mortgage loans along with the related  provision for losses were
      as follows:
<TABLE>
<CAPTION>
                                                                                  June 30,         December 31,
                                                                                    1999               1998
                                                                              -----------------  -----------------
                                                                                         (In Millions)
     <S>                                                                       <C>                <C>
      Impaired mortgage loans with provision for losses......................  $        32.4      $         55.5
      Impaired mortgage loans without provision for losses...................            4.4                 7.6
                                                                              -----------------  -----------------
      Recorded investment in impaired mortgages..............................           36.8                63.1
      Provision for losses...................................................           (7.5)              (10.1)
                                                                              -----------------  -----------------
      Net Impaired Mortgage Loans............................................  $        29.3      $         53.0
                                                                              =================  =================
</TABLE>

      During  the  first  half of 1999 and of  1998,  respectively,  the  Closed
      Block's average recorded  investment in impaired  mortgage loans was $45.4
      million and $108.8 million.  Interest income  recognized on these impaired
      mortgage  loans  totaled  $1.5  million  and $3.1  million  ($1.5  million
      recognized  on a cash basis for the first half of 1998) for the first half
      of 1999 and 1998, respectively.




                                     F-49
<PAGE>

 7)   DISCONTINUED OPERATIONS

      Summarized financial information for discontinued operations follows:
<TABLE>
<CAPTION>
                                                                                  June 30,           December 31,
                                                                                    1999                 1998
                                                                              -----------------    -----------------
                                                                                          (In Millions)
     <S>                                                                      <C>                  <C>
      Assets
      Mortgage loans on real estate.......................................... $       518.5        $       553.9
      Equity real estate.....................................................         563.2                611.0
      Other equity investments...............................................          89.1                115.1
      Other invested assets..................................................          51.7                 24.9
                                                                              -----------------    -----------------
        Total investments....................................................       1,222.5              1,304.9
      Cash and cash equivalents..............................................           -                   34.7
      Other assets...........................................................         222.1                219.0
                                                                              -----------------    -----------------
      Total Assets........................................................... $     1,444.6        $     1,558.6
                                                                              =================    =================

      Liabilities
      Policyholders liabilities.............................................. $     1,008.8        $     1,021.7
      Allowance for future losses............................................         291.2                305.1
      Other liabilities......................................................         144.6                231.8
                                                                              -----------------    -----------------
      Total Liabilities...................................................... $     1,444.6        $     1,558.6
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                           June 30,
                                                ---------------------------------  ---------------------------------
                                                     1999              1998             1999              1998
                                                ---------------   ---------------  ---------------   ---------------
                                                                           (In Millions)
     <S>                                        <C>               <C>              <C>               <C>
      Revenues
      Investment income (net of investment
        expenses of $12.4, $18.0, $25.5
        and $37.5)............................. $       22.9      $      50.5      $       42.5      $       78.5
      Investment (losses) gains, net...........         (3.5)            27.6             (10.5)             33.2
      Other income, net........................          -                -                 -                 (.1)
                                                ---------------   ---------------  ---------------   ---------------
      Total revenues...........................         19.4             78.1              32.0             111.6

      Benefits and Other Deductions............         29.0             36.1              54.4              74.6
      (Losses charged) earnings credited
        to allowance for future losses.........         (9.6)            42.0             (22.4)             37.0
                                                ---------------   ---------------  ---------------   ---------------
      Pre-tax loss from operations.............          -                -                 -                 -
      Pre-tax (loss from strengthening)
        earnings from releasing the
        allowance for future losses............         (1.9)             2.0             (10.1)              2.7
      Federal income tax benefit (expense).....           .6              (.7)              3.5               (.9)
                                                ---------------   ---------------  ---------------   ---------------
      (Loss) Earnings from Discontinued
        Operations............................. $       (1.3)     $       1.3      $       (6.6)     $        1.8
                                                ===============   ===============  ===============   ===============
</TABLE>

      The Company's  quarterly  process for  evaluating the allowance for future
      losses applies the current  period's  results of  discontinued  operations
      against  the  allowance,  re-estimates  future  losses,  and  adjusts  the
      allowance,  if appropriate.  The evaluations performed as of June 30, 1999
      and 1998 resulted in management's  decision to strengthen the allowance by
      $10.1 million and release the allowance by $2.7 million for the six months
      ended June 30, 1999 and 1998,  respectively.  This  resulted in  after-tax
      losses of $6.6 million for the first half of 1999 and  after-tax  earnings
      of $1.8 million for the first half of 1998.




                                     F-50

<PAGE>

      Management  believes the  allowance  for future losses at June 30, 1999 is
      adequate to provide for all future losses;  however,  the determination of
      the  allowance  involves  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 discontinued  operations  differ from  management's
      current  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.

      Investment  valuation allowances amounted to $4.5 million and $3.0 million
      on  mortgage  loans and $42.0  million  and $34.8  million on equity  real
      estate at June 30, 1999 and December 31, 1998, respectively.

      Impaired  mortgage loans along with the related  provision for losses were
      as follows:
<TABLE>
<CAPTION>
                                                                                  June 30,         December 31,
                                                                                    1999               1998
                                                                              -----------------  -----------------
                                                                                         (In Millions)
     <S>                                                                       <C>                <C>
      Impaired mortgage loans with provision for losses......................  $        19.6      $          6.7
      Impaired mortgage loans without provision for losses...................            -                   8.5
                                                                              -----------------  -----------------
      Recorded investment in impaired mortgages..............................           19.6                15.2
      Provision for losses...................................................           (3.6)               (2.1)
                                                                              -----------------  -----------------
      Net Impaired Mortgage Loans............................................  $        16.0      $         13.1
                                                                              =================  =================
</TABLE>

      During  the  first  half of 1999  and of  1998,  discontinued  operations'
      average recorded  investment in impaired  mortgage loans was $16.6 million
      and $121.5  million,  respectively.  Interest  income  recognized on these
      impaired mortgage loans totaled $.9 million and $4.0 million ($3.4 million
      recognized  on a cash  basis for the first half of 1998) in the first half
      of 1999 and 1998, respectively.

      Benefits and other  deductions  included $5.8 million and $15.9 million of
      interest  expense related to amounts  borrowed from continuing  operations
      for the second quarter and first half of 1998.

 8)   FEDERAL INCOME TAXES

      Federal  income  taxes for interim  periods  have been  computed  using an
      estimated annual  effective tax rate. This rate is revised,  if necessary,
      at the end of each  successive  interim  period  to  reflect  the  current
      estimate of the annual effective tax rate.

 9)   RESTRUCTURING COSTS

      At June 30, 1999, the restructuring  liabilities included costs related to
      employee  termination and exit costs,  the termination of operating leases
      and  the  consolidation  of  insurance  operations'  service  centers  and
      amounted to $15.6 million.  The amounts paid during the first half of 1999
      totaled $8.7 million.

10)   LITIGATION

      There  have  been no new  material  legal  proceedings  and  no  material
      developments in specific litigations  previously reported in the Company's
      Notes to Consolidated Financial Statements for the year ended December 31,
      1998, except as follows:




                                     F-51

<PAGE>

      In  Rickel,  the  complaint  was  dismissed  in April  1999 by the  Court.
      Plaintiff has filed an appeal.  Although there can be no assurance,  DLJ's
      management  does not believe that the ultimate  outcome of this litigation
      will  have a  material  adverse  effect  on DLJ's  consolidated  financial
      condition or DLJ's results of operations in any particular period.

      The Dayton Monetary Associates and Mid-American Waste Systems actions have
      been  settled  without a  material  adverse  effect on DLJ's  consolidated
      financial condition or results of operation in any particular period.

      In November 1998, three purported class actions (Gillet v. Goldman,  Sachs
      & Co.  et al.,  Prager  v.  Goldman,  Sachs & Co. et al.  and  Holzman  v.
      Goldman, Sachs & Co. et al.) were filed in the U.S. District Court for the
      Southern District of New York against more than 25 underwriters of initial
      public offering  securities,  including DLJSC. The complaints  allege that
      defendants conspired to fix the "fee" paid for underwriting initial public
      offering  securities by setting the underwriters'  discount or "spread" at
      7%, in violation of the federal antitrust laws. The complaints seek treble
      damages  in an  unspecified  amount  and  injunctive  relief  as  well  as
      attorneys'  fees and costs.  On March 15,  1999,  the  plaintiffs  filed a
      Consolidated  Amended  Complaint  captioned  In  re  Public  Offering  Fee
      Antitrust Litigation. A motion by all defendants to dismiss the complaints
      on several grounds is pending.  Separately, the U.S. Department of Justice
      has  issued a Civil  Investigative  Demand to several  investment  banking
      firms,  including  DLJSC,  seeking  documents and information  relating to
      "alleged"  price-fixing  with respect to  underwriting  spreads in initial
      public offerings. The government has not made any charges against DLJSC or
      the other investment  banking firms. DLJSC is cooperating with the Justice
      Department  in providing the  requested  information  and believes that no
      violation  of  law  by  DLJSC  has  occurred.  Although  there  can  be no
      assurance,  DLJ's management does not believe that the ultimate outcome of
      these matters will have a material  adverse  effect on DLJ's  consolidated
      financial condition. Based upon the information currently available to it,
      DLJ's  management  cannot predict whether or not these matters will have a
      material  adverse  effect on DLJ's results of operations in any particular
      period.

      In addition to the matters  previously  reported and 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.



                                     F-52


<PAGE>

11)   BUSINESS SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                                                 Investment
                                              Insurance           Services        Elimination           Total
                                            ---------------   -----------------  ---------------   -----------------
                                                                         (In Millions)

      Three Months Ended
      June 30, 1999
      ---------------------------------------
     <S>                                     <C>               <C>                <C>               <C>
      Segment revenues.....................  $     1,075.6     $      469.0       $        (1.5)    $    1,543.1
      Investment (losses) gains and other..          (21.2)            98.4                 -               77.2
                                            ---------------   -----------------  ---------------   -----------------
      Total Revenues.......................  $     1,054.4     $      567.4       $        (1.5)    $    1,620.3
                                            ===============   =================  ===============   =================

      Pre-tax operating earnings...........  $       226.3     $      105.3       $         -       $      331.6
      Investment (losses) gains, net of
        related DAC and other charges......          (21.9)            98.2                 -               76.3
      Non-recurring DAC adjustments........         (131.7)             -                   -             (131.7)
      Pre-tax minority interest............            -               46.6                 -               46.6
                                            ---------------   -----------------  ---------------   -----------------
      Earnings from Continuing
        Operations.........................  $        72.7     $      250.1       $         -       $      322.8
                                            ===============   =================  ===============   =================
</TABLE>

<TABLE>
<CAPTION>

      Three Months Ended
      June 30, 1998
      ---------------------------------------
     <S>                                     <C>               <C>                <C>               <C>
      Segment revenues.....................  $     1,012.2     $      379.0       $        (1.5)    $    1,389.7
      Investment gains.....................           33.1               .1                 -               33.2
                                            ---------------   -----------------  ---------------   -----------------
      Total Revenues.......................  $     1,045.3     $      379.1       $        (1.5)    $    1,422.9
                                            ===============   =================  ===============   =================

      Pre-tax operating earnings...........  $       179.8     $       86.4       $         -       $      266.2
      Investment gains (losses) net of
        related DAC and other charges......           17.2              (.4)                -               16.8
      Pre-tax minority interest............            -               37.1                 -               37.1
                                            ---------------   -----------------  ---------------   -----------------
      Earnings from Continuing
        Operations.........................  $       197.0     $      123.1       $         -       $      320.1
                                            ===============   =================  ===============   =================
</TABLE>




                                     F-53

<PAGE>

<TABLE>
<CAPTION>
                                                                 Investment
                                              Insurance           Services        Elimination           Total
                                            ---------------   -----------------  ---------------   -----------------
                                                                         (In Millions)

      Six Months Ended
      June 30, 1999
      ---------------------------------------
     <S>                                     <C>               <C>                <C>               <C>
      Segment revenues.....................  $     2,118.2     $      925.2       $        (2.9)    $    3,040.5
      Investment (losses) gains and other..          (44.7)           108.8                 -               64.1
                                            ---------------   -----------------  ---------------   -----------------
      Total Revenues.......................  $     2,073.5     $    1,034.0       $        (2.9)    $    3,104.6
                                            ===============   =================  ===============   =================

      Pre-tax operating earnings...........  $       447.5     $      191.4       $         -       $      638.9
      Investment (losses) gains, net of
        related DAC and other charges......          (56.9)           108.4                 -               51.5
      Non-recurring DAC adjustments........         (131.7)             -                   -             (131.7)
      Pre-tax minority interest............            -               93.9                 -               93.9
                                            ---------------   -----------------  ---------------   -----------------
      Earnings from Continuing
        Operations.........................  $       258.9     $      393.7       $         -       $      652.6
                                            ===============   =================  ===============   =================
</TABLE>

<TABLE>
<CAPTION>

      Six Months Ended
      June 30, 1998
      ---------------------------------------
     <S>                                     <C>               <C>                <C>               <C>
      Segment revenues.....................  $     2,053.5     $      736.7       $        (2.7)    $    2,787.5
      Investment gains.....................           74.0             31.6                 -              105.6
                                            ---------------   -----------------  ---------------   -----------------
      Total Revenues.......................  $     2,127.5     $      768.3       $        (2.7)    $    2,893.1
                                            ===============   =================  ===============   =================

      Pre-tax operating earnings...........  $       354.1     $      163.9       $         -       $      518.0
      Investment gains, net of related
        DAC and other charges..............           49.7             24.0                 -               73.7
      Pre-tax minority interest............            -               70.6                 -               70.6
                                            ---------------   -----------------  ---------------   -----------------
      Earnings from Continuing
        Operations.........................  $       403.8     $      258.5       $         -       $      662.3
                                            ===============   =================  ===============   =================

      Total Assets:
      June 30, 1999........................  $    81,206.5     $   12,844.0       $      (111.8)    $   93,938.7
                                            ===============   =================  ===============   =================

      December 31, 1998....................  $    75,626.0     $   12,379.2       $       (64.4)    $   87,940.8
                                            ===============   =================  ===============   =================

</TABLE>




                                     F-54

<PAGE>

12)   COMPREHENSIVE INCOME

      The components of comprehensive  income (loss) for the second quarter 1999
      and 1998 and the first half of 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                           June 30,
                                                ---------------------------------  ---------------------------------
                                                     1999              1998             1999              1998
                                                ---------------   ---------------  ---------------   ---------------
                                                                           (In Millions)
     <S>                                        <C>               <C>              <C>               <C>
      Net earnings............................. $      221.3      $     198.3      $      403.3      $      411.6
                                                ---------------   ---------------  ---------------   ---------------

      Change in unrealized (losses) gains,
        net of reclassification adjustment.....       (274.2)            16.1            (517.2)             39.2
                                                ---------------   ---------------  ---------------   ---------------

      Other comprehensive (loss) income........       (274.2)            16.1            (517.2)             39.2
                                                ---------------   ---------------  ---------------   ---------------

      Comprehensive (Loss) Income.............. $      (52.9)     $     214.4      $     (113.9)     $      450.8
                                                ===============   ===============  ===============   ===============
</TABLE>





                                     F-55



<PAGE>
- --------------------------------------------------------------------------------
                                 APPENDIX I: INVESTMENT PERFORMANCE RECORD   A-1
- --------------------------------------------------------------------------------


Appendix I: Investment performance record


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

The tables below show performance information for the variable investment
options. The performance shown for each option equals the performance of the
Portfolio corresponding to that option, reduced by the rate of the policies'
mortality and expense risk charge (.90% annual rate). You can find more
information about the performance of the Portfolios in the EQ Advisors Trust
prospectus attached at the end of this prospectus. The performance figures on
which the tables are based are after deduction of all fees and expenses paid by
the Trust or any of the Portfolios.

For periods prior to October 18, 1999, the "Alliance" Portfolios (other than
EQ/Alliance Premier Growth) were part of The Hudson River Trust. On October 18 ,
1999, these Portfolios became corresponding Portfolios of EQ Advisors Trust. In
each case, the performance shown is for the indicated EQ Advisors Trust
Portfolio and any predecessors that it may have had. In addition, we have
adjusted the results for these Portfolios prior to the dates when the Class IB
shares for these Portfolios were available, to reflect the 12b-1 fees currently
imposed. Class IB shares of Alliance Money Market, Alliance High Yield, Alliance
Common Stock and Alliance Aggressive Stock Portfolios first became available in
EQ Advisors Trust's predecessor on October 2, 1996. Class IB shares of Alliance
Small Cap Growth Portfolio first became available in the Trust's predecessor on
May 1, 1997.

The tables below, however, do not take into account the following additional
charges that we will deduct under your policy: (1) the sales charge and the tax
charge that we deduct from each premium payment you make; (2) the monthly cost
of insurance charge; (3) the policies' monthly administrative charge; (4) the
death benefit guarantee charge; or (5) any charge for optional rider benefits
you may select. For more information about these charges, see "Charges and
expenses you will pay" beginning on page 6 of this prospectus. If we reflected
these charges, the performance shown below would be reduced. We have not done
so, however, because the actual impact of these charges on a particular policy
varies considerably based on such factors as the insurance risk characteristics
of the insured persons; the face amount and other options you select for your
policy; the state of policy issuance; the amount and timing of your premium
payments; and whether you make transfers or withdrawals or take policy loans. In
order to better understand how the charges we have omitted from the below tables
will affect your policy's value, you should refer to your Illustrations of
Policy Benefits that your registered representative will provide. You can
request Equitable Life or your registered representative to provide you with
such illustrations at any time, whether before or after you purchase a policy.
<PAGE>
- --------------------------------------------------------------------------------
A-2   APPENDIX I: INVESTMENT PERFORMANCE RECORD
- --------------------------------------------------------------------------------


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


AVERAGE ANNUAL RATE OF RETURN AFTER DEDUCTION OF MORTALITY AND EXPENSE RISK
CHARGE FOR PERIODS ENDING DECEMBER 31, 1998*


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                                             SINCE PORTFOLIO
                                                                                                INCEPTION
  VARIABLE INVESTMENT OPTION                 1 YR.     3 YRS.       5 YRS.      10 YRS.          (DATE**)
- --------------------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>          <C>         <C>          <C>        <C>
   Alliance Money Market                     4.13%      4.15%        3.96%       4.37%         5.87%    (7/13/81)
   Alliance High Yield                      (6.24)%    10.08%        8.73%       9.88%         9.33%    (1/2/87)
   Alliance Common Stock                    27.90%     26.14%       20.51%      17.27%        15.02%    (1/13/76)
   Alliance Aggressive Stock                (0.86)%     9.47%       10.17%      17.52%        16.40%    (1/27/86)
   Alliance Small Cap Growth                (5.37)%        -            -           -         10.96%    (5/1/97)
   BT Equity 500 Index                      24.01%         -            -           -         24.01%    (12/31/97)
   BT Small Company Index                   (3.19)%        -            -           -         (3.19)%   (12/31/97)
   BT International Equity Index            19.01%         -            -           -         19.01%    (12/31/97)
   JPM Core Bond                             8.05%         -            -           -          8.05%    (12/31/97)
   Lazard Large Cap Value                   18.98%         -            -           -         18.98%    (12/31/97)
   Lazard Small Cap Value                   (8.00)%        -            -           -         (8.00)%   (12/31/97)
   Merrill Lynch Basic Value Equity         10.58%         -            -           -         16.28%    (5/1/97)
   Merrill Lynch World Strategy              5.86%         -            -           -          5.99%    (5/1/97)
   MFS Research                             22.99%         -            -           -         23.32%    (5/1/97)
   MFS Emerging Growth Companies            33.31%         -            -           -         33.64%    (5/1/97)
   Morgan Stanley Emerging Markets Equity  (27.68)%        -            -           -        (33.32)%   (8/20/97)
   EQ/Putnam Growth & Income Value          11.81%         -            -           -         16.57%    (5/1/97)
   EQ/Putnam Investors Growth               35.06%         -            -           -         36.15%    (5/1/97)
   EQ/Putnam International Equity           18.40%         -            -           -         16.47%    (5/1/97)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

*  No performance information is shown for MFS Growth with Income, EQ/Alliance
   Premier Growth, Capital Guardian U.S. Equity, Capital Guardian Research,
   Capital Guardian International, EQ/Evergreen or EQ/Evergreen Foundation, as
   those Portfolios had not received their initial funding prior to December 31,
   1998.

** The inception date shown is the date that the relevant Portfolio (or its
   predecessor) received its initial funding.

In some cases, the return information shown above includes a period of time
prior to when Separate Account FP first offered a corresponding variable
investment option under any form of variable life insurance policy. Therefore,
the below table provides additional performance information from the date that
those investment options actually received initial funding.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                            AVERAGE ANNUAL RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1998
  VARIABLE INVESTMENT OPTION                          SINCE VARIABLE INVESTMENT OPTION INCEPTION (DATE)
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>    <C>
   Alliance Money Market                                            4.65% (1/27/86)
   Alliance Common Stock                                           16.50% (1/27/86)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


Unlike the rate of return tables above, the following yield information does not
include capital gains and losses that the Portfolios corresponding to the
indicated variable investment options may have experienced.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                                    ANNUALIZED YIELD FOR PERIODS
  VARIABLE INVESTMENT OPTION                                          ENDING DECEMBER 31, 1998
- ---------------------------------------------------------------------------------------------------------------------
                                                  7 DAYS                                                 30 DAYS
- ---------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                                    <C>

    Alliance Money Market                         3.49%                                                      -
    Alliance High Yield                             -                                                     13.19%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

The information in the tables above is not a guarantee, a prediction, or
necessarily an indication of future performance.
<PAGE>
- --------------------------------------------------------------------------------
                               APPENDIX II: OUR DATA ON MARKET PERFORMANCE   B-1
- --------------------------------------------------------------------------------


Appendix II: Our data on market performance


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


In reports or other communications to policyowners or in advertising material,
we may describe general economic and market conditions affecting our variable
investment options, and the Portfolios and may compare the performance or
ranking of those options and the Portfolios with:

o  those 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;

o  other appropriate indices of investment securities and averages for peer
   universes of mutual funds; or

o  data developed by us derived from such indices or averages.

We also may furnish to present or prospective policyowners advertisements or
other communications that include evaluations of a variable investment option or
Portfolio by nationally recognized financial publications. Examples of such
publications are:

- --------------------------------------------------------------------------------
  Barron's                                             Money Management Letter
  Morningstar's Variable Annuities/Life                Investment Dealers Digest
  Business Week                                        National Underwriter
  Forbes                                               Pension & Investments
  Fortune                                              USA Today
  Institutional Investor                               Investor's Daily
  Money                                                The New York Times
  Kiplinger's Personal Finance                         The Wall Street Journal
  Financial Planning                                   The Los Angeles Times
  Investment Advisor                                   The Chicago Tribune
  Investment Management Weekly
- --------------------------------------------------------------------------------

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

The Lipper Survey records performance data as reported to it by over 800 mutual
funds underlying variable annuity and life insurance products. It divides these
actively managed portfolios into 25 categories by portfolio objectives. The
Lipper Survey contains two different universes, which reflect different types of
fees in performance data:

o  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; and

o  The "Mutual Fund" universe reports performance net only of investment
   management fees and direct operating expenses, and therefore reflects only
   charges that relate to the underlying mutual fund.

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

LONG-TERM MARKET TRENDS

The following chart presents historical return trends for various types of
securities. The information presented does not directly relate to the
performance of our variable investment options or the Trust. Nevertheless, it
may help you gain a perspective on the potential returns of different asset
classes over different periods of time. By combining this information with your
knowledge of your own financial needs, you may be able to better determine how
you wish to allocate your Survivorship 2000 premiums.

Historically, the investment performance of common stocks over the long term has
generally been superior to that of long- or short-term debt securities. However,
common stocks have also experienced dramatic changes in value over short periods
of time. One of our variable investment options that invests primarily in common
stocks may, therefore, be a desirable selection for owners who are willing to
accept such risks. If, on the other hand, you wish to limit your short-term
risk, you may find it preferable to allocate a smaller percentage of net
premiums to those options that invest primarily in common stock. All investments
in securities, whether equity or debt, involve varying degrees of risk. They
also offer varying degrees of potential reward.
<PAGE>
- --------------------------------------------------------------------------------
B-2   APPENDIX II:  OUR DATA ON MARKET PERFORMANCE
- --------------------------------------------------------------------------------


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


The chart below illustrates the average annual compound rates of return over
selected time periods between December 31, 1926 and December 31, 1998 for the
types of securities indicated in the chart. These rates of return assume the
reinvestment of dividends, capital gains and interest. The Consumer Price Index
is also shown as a measure of inflation for comparison purposes. The investment
return information presented is an historical record of unmanaged categories of
securities. In addition, the rates of return shown do not reflect either (1)
investment management fees and expenses, or (2) costs and charges associated
with ownership of a variable life insurance policy.

The rates of return illustrated do not represent returns of our variable
investment options or the Portfolios and do not constitute a representation that
the performance of those options or the Portfolios will correspond to rates of
return such as those illustrated in the chart.

AVERAGE ANNUAL RATES OF RETURN

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                              LONG-TERM    LONG-TERM    INTERMEDIATE-
FOR THE FOLLOWING PERIODS         COMMON     GOVERNMENT    CORPORATE      TERM GOV'T     U.S. TREASURY       CONSUMER
ENDING DECEMBER 31, 1998          STOCKS        BONDS        BONDS          BONDS           BILLS           PRICE INDEX
- -------------------------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>            <C>            <C>              <C>               <C>
1 Year                            28.58%      13.06%         10.76%         10.21%           4.86%             1.80%
3 Years                           28.27         9.07          8.25           6.84            5.11              2.27
5 years                           24.06         9.52          8.74           6.20            4.96              2.41
10 years                          19.19        11.66         10.85           8.74            5.29              3.14
20 years                          17.75        11.14         10.86           9.85            7.17              4.53
30 years                          12.67         9.09          9.14           8.71            6.76              5.24
40 years                          12.00         7.20          7.43           7.39            5.94              4.44
50 years                          13.56         5.89          6.20           6.21            5.07              3.92
60 years                          12.49         5.43          5.62           5.50            4.26              4.19
Since 1926                        11.21         5.29          5.78           5.32            3.78              3.15
Inflation Adjusted Since 1926      7.82         2.08          2.55           2.11            0.62              0.00
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: Ibbotson, Roger G. and Rex A. Sinquefield, STOCKS, BONDS, BILLS, AND
INFLATION (SBBI), 1982, updated in STOCKS, BONDS, BILLS, AND INFLATION 1999
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 1969-1998, 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 1969-1998; 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.

Consumer Price Index - Measured by the Consumer Price Index for all Urban
Consumers (CPI-U), not seasonally adjusted.
<PAGE>
- --------------------------------------------------------------------------------
                           APPENDIX III: AN INDEX OF KEY WORDS AND PHRASES   C-1
- --------------------------------------------------------------------------------


Appendix III: An index of key words and phrases


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

This index should help you locate more information on the terms used in this
prospectus.

                                     PAGE                                 PAGE
account value                          16   month, year                     29
Administrative Office                   5   monthly deduction            9, 33
age                                    29   monthly insurance charge        33
Allocation Date                        12   net cash surrender value        20
alternative death benefit              13   option A, B                     13
amount at risk                         33   our                              2
anniversary                            29   owner                            2
assign; assignment                     27   partial withdrawal              20
automatic transfer service             17   payment option                  15
AXA Financial, Inc.                     4   planned periodic premium        10
basis                                  23   policy                       cover
beneficiary                            15   Portfolio                    cover
business day                           28   premium payments                10
Cash Surrender Value                   19   prospectus                   cover
Code                                   22   rebalancing                     17
collateral                             19   receive                         28
cost of insurance charge            6, 33   restore, restoration            11
cost of insurance rates                33   rider                           14
day                                    28   SEC                          cover
death benefit guarantee                11   Separate Account FP             31
default                                10   specified premium               11
dollar cost averaging service          17   state                            2
EQ Advisors Trust                      12   subaccount                      31
EQ Financial Consultants               12   surrender                       20
Equitable Distributors                 35   surviving insured person        13
Equitable Life                          4   Survivorship 2000            cover
Equitable Access Account               15   target premium                   6
face amount                            13   telephone transfers             17
grace period                           10   transfers                       17
guaranteed interest option             12   Trust                           12
Guaranteed Interest Account            12   units                           16
insured person(s)                      13   unit values                     16
Investment Funds                       12   us                               2
investment option                      12   variable investment option   cover
issue date                             29   we                               2
lapse                                  10   withdrawal                      20
loan, loan interest                    19   you, your                        2
matures, maturity, maturity date       21
modified endowment contract            10



<PAGE>



Survivorship Incentive Life(SM)

A flexible premium "second to die"
variable life insurance policy


Please read this prospectus and keep it for future reference. It contains
important information that you should know before purchasing, or taking any
other action under a policy. Also, at the end of this prospectus you will find
attached the prospectus for EQ Advisors Trust, which contains important
information about its Portfolios.

PROSPECTUS DATED OCTOBER 18, 1999

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

This prospectus describes many aspects of a Survivorship Incentive Life policy,
but is not itself a policy. The policy is the actual contract that determines
your benefits and obligations under Survivorship Incentive Life. To make this
prospectus easier to read, we sometimes use different words than the policy.
Equitable Life or your registered representative can provide any further
explanation about your policy.

WHAT IS SURVIVORSHIP INCENTIVE LIFE?

Survivorship Incentive Life is issued by Equitable Life. It provides life
insurance coverage, plus the opportunity for you to earn a return in our
guaranteed interest option and/or one or more of the following variable
investment options:

- --------------------------------------------------------------------------------
VARIABLE INVESTMENT OPTIONS:
- --------------------------------------------------------------------------------
o Alliance Money Market              o Lazard Small Cap Value
o Alliance High Yield                o Merrill Lynch Basic Value
o Alliance Common Stock                Equity
o Alliance Aggressive Stock          o Merrill Lynch World Strategy
o Alliance Small Cap Growth          o MFS Growth with Income
o EQ/Alliance Premier Growth         o MFS Research
o BT Equity 500 Index                o MFS Emerging Growth
o BT Small Company Index               Companies
o BT International Equity Index      o Morgan Stanley Emerging
o Capital Guardian U.S. Equity         Markets Equity
o Capital Guardian Research          o EQ/Putnam Growth & Income
o Capital Guardian International       Value
o EQ/Evergreen                       o EQ/Putnam Investors Growth
o EQ/Evergreen Foundation            o EQ/Putnam International
o JPM Core Bond                        Equity
o Lazard Large Cap Value

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

Amounts that you allocate under your policy to any of the variable investment
options are invested in a corresponding "Portfolio" that is part of EQ Advisors
Trust, a mutual fund. Your investment results in a variable investment option
will depend on those of the related Portfolio. Any gains will generally be tax
deferred, and the life insurance benefits we pay if the policy's surviving
insured person dies will generally be income tax free.

OTHER CHOICES YOU HAVE. You have considerable flexibility to tailor the policy
to your needs. For example, subject to our rules, you can (1) choose when and
how much you contribute (as "premiums") to your policy, (2) pay certain premium
amounts to guarantee that your insurance coverage will continue for a number of
years, regardless of investment performance, (3) borrow or withdraw amounts you
have accumulated, (4) reduce the amount of insurance coverage, (5) choose
between two life insurance benefit options, (6) elect to receive an insurance
benefit if the surviving insured person becomes terminally ill, and (7) add or
delete certain optional benefits that we offer by "riders" to your policy.

Your registered representative can provide you with information about all forms
of life insurance available from us and help you decide which may best meet
your needs. Replacing existing insurance with Survivorship Incentive Life or
another policy may not be to your advantage.

THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE POLICIES ARE NOT
INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY ARE SUBJECT TO
INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL.


<PAGE>


- --------------------------------------------------------------------------------
2  CONTENTS OF THIS PROSPECTUS
- --------------------------------------------------------------------------------

Contents of this prospectus

- --------------------------------------------------------------------------------
SURVIVORSHIP INCENTIVE LIFE

- --------------------------------------------------------------------------------
What is Survivorship Incentive Life?                                           1
Who is Equitable Life?                                                         4
How to reach us                                                                5
Charges and expenses you will pay                                              6
Risks you should consider                                                      9

- --------------------------------------------------------------------------------
1
POLICY FEATURES AND BENEFITS                                                  10
- --------------------------------------------------------------------------------
How you can pay for and contribute to your policy                             10
The minimum amount of premiums you must pay                                   10
You can guarantee that your policy will not terminate
   before a certain date                                                      11
You can elect a "paid up" death benefit guarantee                             12
Investment options within your policy                                         13
About your life insurance benefit                                             14
You can decrease your insurance coverage                                      16
If one insured person dies                                                    16
Other benefits you can add by rider                                           16
Your options for receiving policy proceeds                                    17
Your right to cancel within a certain number of days                          17
Variations among Survivorship Incentive Life policies                         17

- --------------------------------------------------------------------------------
2
DETERMINING YOUR POLICY'S VALUE                                               18
- --------------------------------------------------------------------------------
Your account value                                                            18

- --------------------------------------------------------------------------------
3
TRANSFERRING YOUR MONEY AMONG OUR INVESTMENT OPTIONS                          19
- --------------------------------------------------------------------------------
Transfers you can make                                                        19
Telephone transfers                                                           19
Our dollar cost averaging service                                             19
Our asset rebalancing service                                                 20
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
"We", "our" and "us" refers to Equitable Life. A "registered representative" is
authorized to sell you this policy on Equitable Life's behalf.

When we address the reader of this prospectus with words such as "you" and
"your," we mean the person or persons having the right or responsibility that
the prospectus is discussing at that point. This usually is the policy's owner.

Unless the application for a policy provides otherwise, the insured persons
jointly own the policy. If one dies, the surviving insured person becomes
the sole owner. While a policy has more than one owner, all owners must join
in the exercise of any rights an owner has under the policy, and the word
"owner" therefore refers to all owners.

When we use the word "state," we also mean any other local jurisdiction whose
laws or regulations affect a policy.

We do not offer Survivorship Incentive Life in all states. This prospectus does
not offer Survivorship Incentive Life anywhere such offers are not lawful.
Equitable Life does not authorize any information or representation about the
offering other than that contained or incorporated in this prospectus, in any
current supplements thereto, or in any related sales materials authorized by
Equitable Life.


<PAGE>


- --------------------------------------------------------------------------------
                                                  CONTENTS OF THIS PROSPECTUS  3
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
4
ACCESSING YOUR MONEY                                                          21
- --------------------------------------------------------------------------------
Borrowing from your policy                                                    21
Making withdrawals from your policy                                           22
Surrendering your policy for its net cash surrender value                     23
Your option to receive a living benefit                                       23

- --------------------------------------------------------------------------------
5
TAX INFORMATION                                                               24
- --------------------------------------------------------------------------------
Basic tax treatment for you and your beneficiary                              24
Tax treatment of distributions to you                                         24
Tax treatment of living benefit proceeds                                      26
Effect of policy splits                                                       26
Effect of policy on interest deductions taken by
   business entities                                                          26
Requirement that we diversify investments                                     26
Estate, gift, and generation-skipping taxes                                   27
Employee benefit programs                                                     27
ERISA                                                                         27
Our taxes                                                                     27
When we withhold taxes from distributions                                     27
Possibility of future tax changes                                             28

- --------------------------------------------------------------------------------
6
MORE INFORMATION ABOUT PROCEDURES THAT APPLY TO YOUR POLICY                   29
- --------------------------------------------------------------------------------
Ways to make premium and loan payments                                        29
Requirements for surrender requests                                           29
Ways we pay policy proceeds                                                   29
Assigning your policy                                                         29
Dates and prices at which policy events occur                                 29
Policy issuance                                                               31
Gender-neutral policies                                                       32

- --------------------------------------------------------------------------------
7
MORE INFORMATION ABOUT OTHER MATTERS                                          33
- --------------------------------------------------------------------------------
Your voting privileges                                                        33
About our Separate Account FP                                                 33
About our general account                                                     34
Transfers of your account value                                               34
Telephone requests                                                            34
Deducting policy charges                                                      35
Customer loyalty credit                                                       36
Suicide and certain misstatements                                             36
When we pay policy proceeds                                                   36
Changes we can make                                                           36
Reports we will send you                                                      37
Legal proceedings                                                             37
Illustrations of policy benefits                                              37
SEC registration statement                                                    37
How we market the policies                                                    38
Insurance regulation that applies to Equitable Life                           38
Year 2000 progress                                                            38
Directors and principal officers                                              40

- --------------------------------------------------------------------------------
8
FINANCIAL STATEMENTS OF SEPARATE ACCOUNT FP AND EQUITABLE LIFE                48
- --------------------------------------------------------------------------------
Separate Account FP financial statements                                   FSA-1
Equitable Life financial statements                                          F-1

- --------------------------------------------------------------------------------
9
APPENDICES
- --------------------------------------------------------------------------------
I   -- Investment performance record                                         A-1
II  -- Our data on market performance                                        B-1
III -- An index of key words and phrases                                     C-1

- --------------------------------------------------------------------------------
EQ ADVISORS TRUST PROSPECTUS (follows after page C-1 of this prospectus,
   but is not a part of this prospectus)
- --------------------------------------------------------------------------------


<PAGE>


- --------------------------------------------------------------------------------
4  WHO IS EQUITABLE LIFE?
- --------------------------------------------------------------------------------

Who is Equitable Life?

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

We are The Equitable Life Assurance Society of the United States ("Equitable
Life"), a New York stock life insurance corporation. We have been doing business
since 1859. Equitable Life is a subsidiary of AXA Financial, Inc. (previously,
The Equitable Companies Incorporated). The majority shareholder of AXA
Financial, Inc. is AXA, a French holding company for an international group of
insurance and related financial services companies. As a majority shareholder,
and under its other arrangements with Equitable Life and Equitable Life's
parent, AXA exercises significant influence over the operations and capital
structure of Equitable Life and its parent. No company other than Equitable
Life, however, has any legal responsibility to pay amounts that Equitable Life
owes under the policies.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$390.8 billion in assets as of June 30, 1999. For more than 100 years Equitable
Life has been among the largest insurance companies in the United States. We are
licensed to sell life insurance and annuities in all fifty states, the District
of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is
located at 1290 Avenue of the Americas, New York, N.Y. 10104.


<PAGE>


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                                                       WHO IS EQUITABLE LIFE?  5
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HOW TO REACH US

To obtain (1) any forms you need for communicating with us, (2) unit values and
other values under your policy, and (3) any other information or materials that
we provide in connection with your policy or the Portfolios, you can contact us

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BY MAIL:
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at the Post Office Box for our Administrative Office:
Equitable Life Client Services
Radio City Station
P.O. Box 808
New York, New York 10101-0808

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BY EXPRESS DELIVERY:
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at the Street Address for our Administrative Office:
Equitable Life Client Services
135 W. 50th St., 10th Floor
New York, New York 10020

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BY TOLL-FREE PHONE:
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1-888-228-6690

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BY E-MAIL
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[email protected]

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BY FAX:
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1-212-641-7075

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BY INTERNET:
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Our Web site (www.equitable.com) can also provide you information.
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We require that the following types of communications be on specific forms we
provide for that purpose:

      (1)  request for automatic transfer service; and

      (2)  authorization for telephone transfers; and

      (3)  request for asset rebalancing service.

We also have specific forms that we recommend you use for the following:

      (a)  policy surrenders;

      (b)  address changes;

      (c)  beneficiary changes;

      (d)  transfers between investment options; and

      (e)  changes in allocation percentages for premiums and deductions.

Except for properly authorized telephone transactions, any notice or request
that does not use our standard form must be in writing dated and signed by you
and should also specify your name, the insured persons' names (if different from
yours), your policy number, and adequate details about the notice you wish to
give or other action you wish us to take. For information about transaction
requests you can make by phone, see "Telephone transfers" on page 19 and
"Telephone requests" on page 34 of this prospectus. We may require you to return
your policy to us before we make certain policy changes that you may request.

The proper person to sign forms, notices and requests would normally be the
owner or any other person that our procedures permit to exercise the right or
privilege in question. If there are joint owners both must sign. Any irrevocable
beneficiary or assignee that we have on our records also must sign certain types
of requests.

You should send all requests, and notices to our Administrative Office at the
addresses specified above. We will also accept requests and notices by fax at
the above number, if we believe them to be genuine. We reserve the right,
however, to require an original signature before acting on any faxed item. You
must send premium payments after the first one to our Administrative Office at
the above addresses; except that you should send any premiums for which we have
billed you to the address on the billing notice.


<PAGE>


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6  CHARGES AND EXPENSES YOU WILL PAY
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Charges and expenses you will pay

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TABLE OF POLICY CHARGES

This table shows the charges that we deduct under the terms of your policy. For
more information about some of these charges, see "Deducting policy charges"
beginning on page 36 below.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                               <C>
CHARGES WE DEDUCT FROM            Premium charge                    (a) 8% of each premium payment you make until your total
AMOUNTS YOU CONTRIBUTE                                              premium payments equal a certain amount(1) and (b) 5% of
TO YOUR POLICY:                                                     all additional premiums (which we may increase up to 8%)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM            Administrative charge(3)          (i) $20 in each of your policy's first 12 months and (ii) $7 in
YOUR POLICY'S VALUE EACH                                            each subsequent month (which we may increase up to $10)
MONTH:
                                                                                           plus
                                                                    (iii) $.06 per $1,000(4) of your policy's initial face amount
                                                                    each month for the first 10 years of your policy and (iv) $.05
                                                                    per $1,000(4) for each subsequent month (we reduce this to $.04
                                                                    per $1,000 in each subsequent month if the then face amount of
                                                                    your policy is $2 million or more)
                                  --------------------------------------------------------------------------------------------------
                                  Cost of insurance charges(3)      Amount varies depending on the specifics of your policy(5)
                                  and optional rider charges
                                  --------------------------------------------------------------------------------------------------
                                  Charge if you have elected        $.02 for each $1000 of your policy's face amount at the
                                  our optional enhanced             time the charge is deducted(6)
                                  death benefit guarantee
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


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                                            CHARGES AND EXPENSES YOU WILL PAY  7
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                               <C>
CHARGES WE DEDUCT FROM            Mortality and expense risk        .60% (effective annual rate) of the value you have in our
YOUR POLICY'S VARIABLE            charge(7)                         variable investment options. We may increase this charge
INVESTMENT PERFORMANCE                                              up to .90%.
EACH DAY:(7)
- ------------------------------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM            Surrender (turning in) of         A surrender charge that will not exceed the amount set
YOUR ACCOUNT VALUE AT THE         your policy during its            forth in your policy(8)
TIME OF THE TRANSACTION:          first 15 years
                                  --------------------------------------------------------------------------------------------------
                                  Requested decrease in your        A pro rata portion of the full surrender charge that would
                                  policy's face amount              apply to a surrender at the time of the decrease
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Up to 10 times your target premium. The "target premium" is actuarially
    determined for each policy, based on that policy's particular
    characteristics.

(2) The Illustrations of Policy Benefits that your registered representative
    will provide will show the impact of the actual current and guaranteed
    maximum rates of these and any other charges, based on various assumptions.
    We may increase this charge higher than 8%, however, as a result of changes
    in the tax laws which increase our expenses.

(3) Not applicable after the younger insured person reaches age 100.

(4) This charge is based on the policy's initial face amount and will never be
    more than $300 per month during the first 10 years of your policy and $250
    per month thereafter (or $200 per month thereafter if the face amount of
    your policy is $2 million or more).

(5) See "Monthly cost of insurance charge" on page 35 below and "Other benefits
    you can add by rider" on page 16 below.

(6) The "face amount" is the basic amount of insurance coverage under your
    policy.

(7) This charge does not apply to amounts in our guaranteed interest option.

(8) Beginning in your policy's ninth year, this amount declines at a constant
    rate each month until no surrender charge applies to surrenders made after
    the policy's 15th year. The initial amount of surrender charge depends on
    each policy's specific characteristics. For any policy, the lowest initial
    surrender charge per $1,000 of initial face amount would be $2.03, and the
    highest initial surrender charge per $1,000 of initial face amount would be
    $10.32.


<PAGE>


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8  CHARGES AND EXPENSES YOU WILL PAY
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YOU ALSO BEAR YOUR PROPORTIONATE SHARE OF ALL FEES AND EXPENSES PAID BY A
"PORTFOLIO" THAT CORRESPONDS TO ANY VARIABLE INVESTMENT OPTION YOU ARE USING:

This table shows the fees and expenses paid by each Portfolio for the year ended
December 31, 1998. These fees and expenses are reflected in the Portfolio's net
asset value each day. Therefore, they reduce the investment return of the
Portfolio and of the related variable investment option. Actual fees and
expenses are likely to fluctuate from year to year. All figures are expressed as
an annual percentage of each Portfolio's daily average net assets.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                              1998 FEES AND EXPENSES
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                TOTAL       FEE WAIVERS        NET TOTAL
                                       MANAGEMENT                  OTHER        ANNUAL     AND/OR EXPENSE       ANNUAL
                                          FEE        12B-1 FEE   EXPENSES(1)   EXPENSES   REIMBURSEMENTS(2)    EXPENSES
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>          <C>           <C>       <C>                  <C>
Alliance Money Market                    0.35%         0.25%        0.03%         0.63%         -                0.63%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance High Yield                      0.60%         0.25%        0.04%         0.89%         -                0.89%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                    0.36%         0.25%        0.04%         0.65%         -                0.65%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                0.54%         0.25%        0.04%         0.83%         -                0.83%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth(3)             0.90%         0.25%        0.06%         1.21%         -                1.21%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Alliance Premier Growth(4)            0.90%         0.25%        0.74%         1.89%      0.74%               1.15%
- ------------------------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                      0.25%         0.25%        0.33%         0.83%      0.28%               0.55%
- ------------------------------------------------------------------------------------------------------------------------------------
BT Small Company Index                   0.25%         0.25%        1.31%         1.81%      1.06%               0.75%
- ------------------------------------------------------------------------------------------------------------------------------------
BT International Equity Index            0.35%         0.25%        0.89%         1.49%      0.49%               1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Guardian U.S. Equity(4)          0.65%         0.25%        0.74%         1.64%      0.69%               0.95%
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Guardian Research (4)            0.65%         0.25%        0.74%         1.64%      0.69%               0.95%
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Guardian International(4)        0.75%         0.25%        1.03%         2.03%      0.83%               1.20%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Evergreen(5)                          0.75%         0.25%        0.76%         1.76%      0.71%               1.05%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Evergreen Foundation(5)               0.63%         0.25%        0.86%         1.74%      0.79%               0.95%
- ------------------------------------------------------------------------------------------------------------------------------------
JPM Core Bond                            0.45%         0.25%        0.33%         1.03%      0.23%               0.80%
- ------------------------------------------------------------------------------------------------------------------------------------
Lazard Large Cap Value                   0.55%         0.25%        0.40%         1.20%      0.25%               0.95%
- ------------------------------------------------------------------------------------------------------------------------------------
Lazard Small Cap Value                   0.80%         0.25%        0.49%         1.54%      0.34%               1.02%
- ------------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity         0.55%         0.25%        0.26%         1.06%      0.21%               0.85%
- ------------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy             0.70%         0.25%        0.66%         1.61%      0.41%               1.20%
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Growth with Income(5)                0.55%         0.25%        0.59%         1.39%      0.54%               0.85%
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Research                             0.55%         0.25%        0.25%         1.05%      0.20%               0.85%
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies            0.55%         0.25%        0.24%         1.04%      0.19%               0.85%
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity   1.15%         0.25%        1.23%         2.63%      0.88%               1.75%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value          0.55%         0.25%        0.24%         1.04%      0.19%               0.85%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Investors Growth               0.55%         0.25%        0.29%         1.09%      0.14%               0.95%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam International Equity           0.70%         0.25%        0.51%         1.46%      0.26%               1.20%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   On October 18, 1999, the Alliance Portfolios (other than EQ/Alliance
      Premier Growth) became part of EQ Advisors Trust. Other Expenses for these
      Portfolios have been restated to reflect the estimated expenses that would
      have been incurred, had these Portfolios been portfolios of EQ Advisors
      Trust for the year ended December 31, 1998.

(2)   Equitable Life, EQ Advisors Trust's manager, has entered into an Expense
      Limitation Agreement with respect to several of the Portfolios under
      which it has agreed to waive or reduce its fees and to assume other
      expenses of each of these Portfolios, if necessary, in an amount that
      limits each Portfolio's Total Annual Expenses (exclusive of interest,
      taxes, brokerage commissions, capitalized expenditures, extraordinary
      expenses and 12b-1 fees) to not more than the amounts specified above as
      Net Total Annual Expenses. Portfolios that show "-" in this column have
      no expense limitation arrangement in effect. See the EQ Advisors Trust
      prospectus for more information about the Expense Limitation Agreement.

(3)   Prior to October 18, 1999, Total Annual Expenses for the Alliance Small
      Cap Growth Portfolio were limited to 1.20% under an expense limitation
      arrangement which is no longer in effect. The amounts shown have been
      restated to reflect the expenses that would have been incurred in 1998,
      absent the expense limitation arrangement.

(4)   Expenses shown are based on annualized estimates for 1999. Initial seed
      capital was invested in the EQ/Alliance Premier Growth, Capital Guardian
      U.S. Equity, Capital Guardian Research and Capital Guardian International
      Portfolios on April 30, 1999.

(5)   Expenses shown are based on annualized estimates for 1999. Initial seed
      capital was invested in the MFS Growth with Income, EQ/Evergreen and
      EQ/Evergreen Foundation Portfolios on December 31, 1998.


<PAGE>


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                                                    RISKS YOU SHOULD CONSIDER  9
- --------------------------------------------------------------------------------


HOW WE ALLOCATE CHARGES AMONG YOUR INVESTMENT OPTIONS

In your application for a policy, you tell us from which investment options you
want us to take the policy's monthly deductions as they fall due. You can
change these instructions at any time. If we cannot deduct the charge as your
most current instructions direct, we will allocate the deduction among your
investment options proportionately to your value in each.

CHANGES IN CHARGES

We reserve the right in the future to (1) make a charge for certain taxes or
reserves set aside for taxes (see "Our taxes" on page 27 below), (2) make a
charge for the operating expenses of our variable investment options
(including, without limitation, SEC registration fees and related legal and
auditing expenses) or (3) make a charge of up to $25 for each transfer among
investment options that you make.

Any changes that we make in our current charges or charge rates will be by
classes of insured persons and will be based on changes in future expectations
about such factors as investment earnings, mortality experience, the length of
time policies will remain in effect, premium payments, expenses and taxes. Any
changes in charges may apply to then outstanding policies, as well as to new
policies, but we will not raise any charges above any maximums discussed in
this prospectus and shown in your policy.

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

Risks you should consider

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

Some of the principal risks of investing in a policy are as follows:

o  If the investment options you choose perform poorly, you could lose some or
   all of the premiums you pay.

o  If the investment options you choose do not make enough money to pay for the
   policy charges, you could have to pay more premiums to keep your policy from
   terminating.

o  We can increase certain charges without your consent, within limits stated
   in your policy.

o  You may have to pay a surrender charge if you wish to discontinue some or
   all of your insurance coverage under a policy.

Your policy permits other transactions that also have risks. These and other
risks and benefits of investing in a policy are discussed in detail throughout
this prospectus.


<PAGE>


- --------------------------------------------------------------------------------
10  POLICY FEATURES AND BENEFITS
- --------------------------------------------------------------------------------

1
Policy features and benefits

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


HOW YOU CAN PAY FOR AND CONTRIBUTE TO YOUR POLICY

PREMIUM PAYMENTS. We call the amounts you contribute to your policy "premiums"
or "premium payments." The amount we require as your first premium varies
depending on the specifics of your policy and the insured persons. Each
subsequent premium payment must be at least $100, although we can increase this
minimum if we give you advance notice. (Policies issued in some states or on an
automatic premium payment plan may have different minimums.) Otherwise, with a
few exceptions mentioned below, you can make premium payments at any time and in
any amount.

- --------------------------------------------------------------------------------
You can generally pay premiums at such times and in such amounts as you like.
- --------------------------------------------------------------------------------

LIMITS ON PREMIUM PAYMENTS. If your premium payments exceed certain amounts
specified under the Internal Revenue Code, your policy will become a "modified
endowment contract," which may subject you to additional taxes and penalties on
any distributions from your policy. See "Tax information" beginning on page 24
below. We may return any premium payments that would exceed those limits to you.

You can ask your registered representative to provide you with an Illustration
of Policy Benefits that shows you the amount of premium you can pay, based on
various assumptions, without exceeding these tax law limits. The tax law limits
can change as a result of certain changes you make to your policy. For example,
a reduction in the face amount of your policy may reduce the amount of premiums
that you can pay without causing your policy to be a modified endowment
contract.

If at any time your policy's account value is high enough that the alternative
death benefit discussed on page 15 below would apply, we reserve the right to
limit the amount of any premiums that you pay, unless the insured persons
provide us with adequate evidence that they continue to meet our requirements
for issuing insurance.

PLANNED PERIODIC PREMIUMS. Page 3 of your policy will specify a "planned
periodic premium." This is the amount that you request us to bill you. However,
payment of these or any other specific amounts of premiums is not mandatory.
Rather, you need to pay only the amount of premiums (if any) that is necessary
to keep your policy from lapsing and terminating as discussed below.

THE MINIMUM AMOUNT OF PREMIUMS YOU MUST PAY

POLICY "LAPSE" AND TERMINATION. Your policy will lapse (also referred to in your
policy as "default") if it does not have enough "net cash surrender value" to
pay your policy's monthly charges when due unless

o  you have paid sufficient premiums to maintain one of our available
   guarantees against termination and your policy is still within the period of
   that guarantee (see "You can guarantee that your policy will not terminate
   before a certain date" below) or

o  you have elected the "paid up" death benefit guarantee and it remains in
   effect (see "You can elect a "paid up" death benefit guarantee" at page 12
   below).

("Net cash surrender value" is explained under "Surrendering your policy for its
net cash surrender value" on page 23 below.)

We will mail a notice to you at your last known address if your policy lapses.
You will have a 61-day grace period to pay at least an amount prescribed in your
policy, which would be enough to keep your policy in force for approximately
three months (without regard to investment performance). You may not make any
transfers or request any other policy changes during a grace period. If we do
not receive your payment by the end of the grace period, your policy (and all
riders to the policy) will terminate without value and all coverage under your
policy will cease. We will mail an additional notice to you if your policy
terminates.


<PAGE>


- --------------------------------------------------------------------------------
                                                POLICY FEATURES AND BENEFITS  11
- --------------------------------------------------------------------------------



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


- --------------------------------------------------------------------------------
Your policy will terminate if you don't (i) pay enough premiums either to pay
the charges we deduct or (ii) maintain in effect one or more of our other
guarantees that can keep your policy from terminating. However, we will first
send you a notice and give you a chance to cure any shortfall.
- --------------------------------------------------------------------------------

You may owe taxes if your policy terminates while you have a loan outstanding,
even though you receive no additional money from your policy at that time. See
"Tax information," beginning on page 24 below.

RESTORING A TERMINATED POLICY. To have your policy "restored" (put back in
force), you must apply within six months after the date of termination and no
insured person may have died since that date. In some states, you may have a
longer period of time. You must also present evidence of insurability
satisfactory to us and pay at least the amount of premium that we require. Your
policy contains additional information about the minimum amount of this premium
and about the values and terms of the policy after it is restored.

YOU CAN GUARANTEE THAT YOUR POLICY WILL NOT TERMINATE BEFORE A CERTAIN DATE

You can guarantee that your policy will not terminate for a number of years by
paying at least certain amounts of premiums. We call these amounts "guarantee
premiums" and they will be set forth on page 3 of your policy. In most states
you have three options for how long the guarantee will last. One of these
options is discussed below under "Enhanced death benefit guarantee." The other
two guarantee "options" are as follows:

(1)   a guarantee for the first 5 years of your policy (the policy calls this
      the "no-lapse guarantee")

                                     or

(2)   a guarantee until the younger insured reaches age 70, but in no case less
      than 10 years (the policy calls this the "death benefit guarantee").

These guarantees may be unavailable or limited to shorter periods in some
states.

We make no extra charge for either of the two above-listed guarantees against
policy termination. However, in order for either of those guarantees to be
available, you must have satisfied the "guarantee premium test" (discussed
below) and you must not have any outstanding policy loans. In this connection,
maintaining the "age 70/10 year" guarantee against policy termination (where
available) will require you to pay more premiums than maintaining only the
5-year guarantee.

- --------------------------------------------------------------------------------
In most states, if you pay at least certain prescribed amounts of premiums, and
have no policy loans, your policy will not lapse for a number of years, even if
the value in your policy becomes insufficient to pay the monthly charges.
- --------------------------------------------------------------------------------

GUARANTEE PREMIUM TEST. If your policy's net cash surrender value is not
sufficient to pay a monthly deduction that has become due, we check to see if
the cumulative amount of premiums that you have paid to date at least equals the
cumulative guarantee premiums due to date for either of the two above-listed
guarantee options that are then available under your policy. If it does, your
policy will not lapse, provided that you have no policy loans outstanding (or
you repay all of such loans before the end of the 61-day grace period mentioned
above), and provided that the period of the corresponding guarantee has not
expired.

When we calculate the cumulative amount of guarantee premiums for the two
above-listed guarantee options, we compound each amount at a 4% annual interest
rate from the due date through the date of the calculation. (This interest rate
is purely for purposes of determining whether you have satisfied the guarantee
test for an available duration. It does not bear any relation to the returns you
will actually earn or any loan interest you will actually pay.) We use the same
calculation for determining the cumulative amount of premiums paid, beginning
with the date each premium is received. The amount of premiums you must pay


<PAGE>


- --------------------------------------------------------------------------------
12  POLICY FEATURES AND BENEFITS
- --------------------------------------------------------------------------------



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


to maintain a guarantee against termination will be increased by the cumulative
amount of any partial withdrawals you have taken from your policy (calculated by
the same method, beginning with the date of withdrawal).

ENHANCED DEATH BENEFIT GUARANTEE. On your application for a policy, you may
elect an enhanced death benefit guarantee rider, that will guarantee your policy
against termination for a longer period of time than either of the two guarantee
options described above. If elected, a monthly charge of $.02 per $1000 of the
policy's face amount is deducted from your account value for this enhanced death
benefit guarantee. To elect this feature, all of your policy's account value
must be allocated to our variable investment options.

While the enhanced death benefit guarantee is in effect, your policy will not
lapse, even if your net cash surrender value is insufficient to pay a monthly
deduction that has become due, as long as you do not have an outstanding loan
(or you repay the loan within the 61-day grace period). This guarantee is
available for the following periods:

(a)   If you have always chosen death benefit Option A, as long as either
      insured person remains alive; or

(b)   If you have ever selected death benefit Option B (even if you
      subsequently changed it to Option A), until the later of: (i) the date
      the younger insured person reaches (or would have reached) age 80 or (ii)
      the end of the 15th year of the policy.

This option is not available in all states.

If you have elected the enhanced death benefit guarantee, we test on each policy
anniversary to see if the required premium (the enhanced death benefit
"guarantee premium") has been paid. (The enhanced guarantee premium will be set
forth on page 3 of your policy.) The required premium has been paid if the total
of all premiums paid, less all withdrawals, is at least equal to the total of
all enhanced guarantee premiums due to date. (In this comparison, unlike the
test for the shorter duration guarantees discussed above, we do not compound
these amounts using any hypothetical interest rate.)

If the required premium has not been paid as of any policy anniversary, we will
mail you a notice requesting that you send us the shortfall. If we do not
receive this additional premium, the enhanced death benefit guarantee will
terminate. The enhanced death benefit guarantee also will terminate if you
request that we cancel it, or if you allocate any value to our guaranteed
interest option. If the enhanced death benefit guarantee terminates, the related
charge terminates, as well. Once terminated, this guarantee can never be
reinstated or restored.

GUARANTEE PREMIUMS. The amount of the guarantee premiums for each of the several
guarantees discussed above is set forth in your policy, if that guarantee is
available to you. The guarantee premiums are actuarially determined at policy
issuance and depend on the age and other insurance risk characteristics of the
insured persons, as well as the amount of the coverage and additional features
you select. The guarantee premiums may change if, for example, you decrease the
face amount of the policy or a rider, or eliminate a rider, or if there is a
change in an insured person's risk characteristics. We will send you a new
policy page showing any change in your guarantee premium. Any change will be
prospective only, and no change will extend a guarantee period beyond its
original number of years.

We will not bill you separately for guarantee premiums. If you want to be
billed, therefore, you must select a planned periodic premium that at least
equals the guarantee premium that you plan to pay. If you wish your bills for
planned periodic premiums to cover your guarantee premiums, please remember to
change your planned periodic premium amount, as necessary, if you take any
action that causes your guarantee premiums to change.

YOU CAN ELECT A "PAID UP" DEATH BENEFIT GUARANTEE

In most states, you may elect to take advantage of our "paid up death benefit
guarantee" at any time after the fourth year of your policy. If you elect the
paid up death benefit guarantee, we may initially reduce your face amount (see


<PAGE>


- --------------------------------------------------------------------------------
                                                POLICY FEATURES AND BENEFITS  13
- --------------------------------------------------------------------------------



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


below). Thereafter, your policy will not lapse and the death benefit will never
be less than the face amount, so long as the guarantee remains in effect. The
guarantee will terminate, however, if (i) subsequent to the election, any
outstanding policy loans and accrued loan interest, together with any then
applicable surrender charge, exceed your policy's account value or if (ii) you
request us to terminate the election.

In order to elect the paid up death benefit guarantee:

o  you must have death benefit "Option A" in effect (discussed below on page
   15),

o  you must terminate any riders to your policy that carry additional charges,

o  the election must not cause the policy to lose its qualification as life
   insurance under the Internal Revenue Code or require a current distribution
   from the policy to avoid such disqualification, and

o  the election must not reduce the face amount (see below) to less than the
   minimum face amount for which we would then issue a policy.

The paid up death benefit guarantee is not available in all states.

POSSIBLE REDUCTION OF FACE AMOUNT. The face amount of your policy after this
guarantee is elected is the lesser of (a) the face amount immediately before the
election or (b) the policy account value divided by a factor based on the number
of years since the policy was issued. The factors are set forth in your policy.
As a general matter, the factors change as the insured persons age so that, if
your account value stayed the same, the component of the face amount calculation
determined under clause (b) above would be lower the longer your policy is
outstanding.

If electing the paid up death benefit guarantee causes a reduction in face
amount, we will deduct the same portion of any remaining surrender charge as we
would have deducted if you had requested that decrease directly (rather than
electing the paid up death benefit guarantee). See the table on page 7 above.

OTHER EFFECTS OF THIS GUARANTEE. You generally may continue to pay premiums
after you have elected the paid up death benefit guarantee (subject to the same
limits as before), but premium payments are not required. If the election causes
your face amount to decrease, however, the amount of additional premiums you can
pay, if any, may be reduced. You may continue to make transfers, but you may not
change the death benefit option or add riders that have their own charges while
the paid up death benefit guarantee is in effect.

Partial withdrawals while this rider remains in effect will generally be subject
to the same terms and conditions as any other partial withdrawal (see "Making
withdrawals from your policy" at page 22 below), except that:

o  We may decline your request for a partial withdrawal (or any other policy
   change) under the circumstances described in the paid up death benefit
   guarantee policy endorsement. If this occurs, you may wish to consider
   asking us to terminate the paid up death benefit guarantee.

o  Partial withdrawals (and any distributions we may be required to make for
   tax purposes) will generally reduce your policy's face amount by more than
   the amount of the withdrawal.

Election of the paid up death benefit guarantee may cause your policy to become
a modified endowment contract under certain circumstances. See "Tax treatment of
distributions to you" beginning on page 24 below. You should consult your tax
advisor before making this election.

INVESTMENT OPTIONS WITHIN YOUR POLICY

We will initially put all amounts which you have allocated to variable
investment options into our Alliance Money Market investment option. On the
twenty-first day after your policy's issue date (the "Allocation Date"), we will
re-allocate that investment in accordance with your premium allocation


<PAGE>


- --------------------------------------------------------------------------------
14  POLICY FEATURES AND BENEFITS
- --------------------------------------------------------------------------------



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


instructions then in effect. You give such instructions in your application to
purchase a policy. You can change the premium allocation percentages at any
time, but this will not affect any prior allocations. The allocation percentages
that you specify must always be in whole numbers and total exactly 100%.

VARIABLE INVESTMENT OPTIONS. The 26 available variable investment options are
listed on the front cover of this prospectus. (Your policy and other
supplemental materials may refer to these as "Investment Funds".) The investment
results you will achieve in any one of these options will depend on the
investment performance of the corresponding Portfolio that shares the same name
as that option. That Portfolio follows investment practices, policies and
objectives that are appropriate to the variable investment option you have
chosen. The advisers who make the investment decisions for each Portfolio are as
follows:

- --------------------------------------------------------------------------------
You can choose among 26 variable investment options
- --------------------------------------------------------------------------------

o  Alliance Capital Management L.P. (for each "Alliance" or "EQ/Alliance"
   option)

o  Bankers Trust Company (for the "BT" options)

o  Capital Guardian Trust Company (for the "Capital Guardian" options)

o  Evergreen Asset Management Corp. (for the "EQ/Evergreen" options)

o  J.P. Morgan Investment Management Inc. (for the "JPM" option)

o  Lazard Asset Management (for both "Lazard" options)

o  Massachusetts Financial Services Company (for the "MFS" options)

o  Merrill Lynch Asset Management L.P. (for both "Merrill Lynch" Options)

o  Morgan Stanley Asset Management Inc. (for the "Morgan Stanley" option)

o  Putnam Investment Management, Inc. (for both "EQ/Putnam" options)

Each Portfolio is a part of EQ Advisors Trust. Equitable Life serves as
investment manager of EQ Advisors Trust. As such, Equitable Life oversees the
activities of the above-listed advisers with respect to EQ Advisors Trust and is
responsible for retaining or discontinuing the services of those advisers.
(Prior to September 1999, EQ Financial Consultants, Inc., the predecessor to AXA
Advisors, LLC and a subsidiary of Equitable Life, served as investment manager
to EQ Advisors Trust.) You will find other important information about each
Portfolio in the separate prospectus for EQ Advisors Trust attached at the end
of this prospectus. We may add or delete variable investment options or
Portfolios at any time.

GUARANTEED INTEREST OPTION. You can also allocate some or all of your policy's
value to our guaranteed interest option. We, in turn, invest such amounts as
part of our general assets. Periodically, we declare a fixed rate of interest
(3% minimum) on amounts you allocate to our guaranteed interest option. (The
guaranteed interest option is part of what your policy and other supplemental
material may refer to as the "Guaranteed Interest Account.")

- --------------------------------------------------------------------------------
We will pay at least 3% annual interest on our guaranteed interest option.
- --------------------------------------------------------------------------------

ABOUT YOUR LIFE INSURANCE BENEFIT

YOUR POLICY'S FACE AMOUNT. In your application to buy a Survivorship Incentive
Life policy, you tell us how much insurance coverage you want on the lives of
the insured persons. We call this the "face amount" of the policy. $200,000 is
the smallest amount of coverage you can request.


<PAGE>
- --------------------------------------------------------------------------------
                                                POLICY FEATURES AND BENEFITS  15
- --------------------------------------------------------------------------------



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


- --------------------------------------------------------------------------------
If both insured persons die, we pay a life insurance benefit to the
"beneficiary" you have named. The amount we pay depends on whether you have
chosen death benefit Option A or death benefit Option B.
- --------------------------------------------------------------------------------

YOUR POLICY'S "DEATH BENEFIT" OPTIONS. In your policy application, you also
choose whether the basic amount (or "benefit") we will pay if the surviving
insured person dies is

o  Option A - THE POLICY'S FACE AMOUNT on the date of the surviving insured
   person's death. The amount of this death benefit doesn't change over time,
   unless you take any action that changes the policy's face amount;

                                    - or -

o  Option B - THE FACE AMOUNT PLUS THE POLICY'S "ACCOUNT VALUE" on the date of
   the surviving insured person's death. Under this option, the amount of death
   benefit generally changes from day to day, because many factors (including
   investment performance, charges, premium payments and withdrawals) affect
   your policy's account value.

Your policy's "account value" is the total amount that at any time is earning
interest for you or being credited with investment gains and losses under your
policy. (Account value is discussed in more detail under "Determining your
policy's value" beginning on page 18 below.)

Under Option B, your policy's death benefit will tend to be higher than under
Option A. As a result, the monthly insurance charge we deduct will also be
higher, to compensate us for our additional risk.

ALTERNATIVE HIGHER DEATH BENEFIT IN LIMITED CASES. Your policy is designed to
always provide a minimum level of insurance protection relative to your policy's
value, in part to meet the Internal Revenue Code's definition of "life
insurance." Thus, we will automatically pay an alternative death benefit if it
is HIGHER than the basic Option A or Option B death benefit you have selected.
This alternative death benefit is computed by multiplying your policy's account
value on the surviving insured person's date of death by a percentage specified
in your policy. The percentage depends on what the younger insured person's age
was or would have been on that same date. Representative percentages are as
follows:

- --------------------------------------------------------------------------------
If the value in your policy is high enough, relative to the face amount, the
life insurance benefit will automatically be greater than the Option A or Option
B death benefit you have selected.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
AGE:*   30            35           40           50           60           70
%:      829.1  %      685.4%       567.3%       391.3%       273.5%       195.6%
        80            90           99 AND OVER
%       159.7  %      127.5%       102%
- --------------------------------------------------------------------------------

* The younger insured person's age for the policy year in which the surviving
  insured person dies.

This higher alternative death benefit exposes us to greater insurance risk than
the regular Option A and B death benefits. Because the cost of insurance charges
we make under your policy are based in part on the amount of our risk, you will
pay more cost of insurance charges for any periods during which the higher
alternative death benefit is the operative one.

OTHER ADJUSTMENTS TO DEATH BENEFIT. We will increase the death benefit proceeds
by the amount of any other benefits we owe upon the surviving insured person's
death under any optional riders which are in effect.

We will reduce the death benefit proceeds by the amount of any remaining policy
loans and unpaid loan interest, as well as any amount of monthly charges under
the policy that remain unpaid because the surviving insured person died during a
grace period. We also reduce the death benefit if we have already paid part of
it under a living benefit rider. We reduce it by the amount of the living
benefit payment plus interest. See "Your option to receive a living benefit" on
page 24 below.
<PAGE>

- --------------------------------------------------------------------------------
16  POLICY FEATURES AND BENEFITS
- --------------------------------------------------------------------------------



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


- --------------------------------------------------------------------------------
You can request to change your death benefit option any time after the second
year of the policy.
- --------------------------------------------------------------------------------

CHANGE OF DEATH BENEFIT OPTION. If you change from Option A to B, we
automatically reduce your policy's face amount by an amount equal to your
policy's account value at the time of the change. We may refuse this change if
the policy's face amount would be reduced below our then current minimum for new
policies. Changes from Option A to Option B are not permitted beyond the policy
year in which the younger insured reaches (or would have reached) age 80.

If you change from Option B to A, we automatically increase your policy's face
amount by an amount equal to your policy's account value at the time of the
change.

If the alternative death benefit discussed above is in effect at the time of a
change, we will determine the new face amount somewhat differently from the
general procedures described above.

We will not deduct or establish any amount of surrender charge as a result of a
change in death benefit option. Please refer to "Tax information" beginning on
page 24 below, to learn about certain possible income tax consequences that may
result from a change in death benefit option, including the effect of a decrease
in face amount.

YOU CAN DECREASE YOUR INSURANCE COVERAGE

You may request a decrease in your policy's face amount any time after the
second year of your policy. The requested decrease must be at least $10,000. We
can refuse any requested decrease. Please refer to "Tax information" beginning
on page 24 for certain possible tax consequences of changing the face amount.

You may not reduce the face amount below the minimum we are then requiring for
new policies. Nor will we permit a decrease that would cause your policy to fail
the Code's definition of life insurance. Your guarantee premiums, as well as our
monthly deductions for the cost of insurance coverage, will generally decrease
(prospectively) after you reduce the face amount. If you reduce the face amount
while the estate protector rider is in effect, the face amount of the rider
generally will automatically decrease proportionately.

If you reduce the face amount during the first 15 years of your policy, we will
deduct all or part of the remaining surrender charge from your policy. The
amount of surrender charge we will deduct will be determined by dividing the
amount of the decrease by the initial face amount and multiplying that fraction
by the total amount of surrender charge that still remains applicable to your
policy. We deduct the charge from the same investment options as if it were a
part of a regular monthly deduction under your policy.

IF ONE INSURED PERSON DIES

Your policy requires you to send us proof of the death of the first insured
person to die. Certain rider benefits may be payable at that time. Also, the
necessary documentary proof may be difficult to locate following a long delay.

OTHER BENEFITS YOU CAN ADD BY RIDER

You may be eligible for the following other optional benefits we currently make
available by rider:

o  Estate protector

o  Option to split policy upon federal tax law change (We add this rider
   automatically to each eligible policy and there is no charge for it.)

o  Option to split policy on divorce

Equitable Life or your registered representative can provide you with more
information about these riders. The riders provide additional information, and
we will furnish samples of them to you on request. The maximum amount of any
charge we make for a rider will be set forth in the rider or in the policy
itself. We can, however, add, delete, or modify the riders we are making
available, at any time before they become effective as part of your policy.

Please refer to "Effect of policy splits" on page 26 for a discussion of the tax
consequences of splitting a policy.


<PAGE>


- --------------------------------------------------------------------------------
                                                POLICY FEATURES AND BENEFITS  17
- --------------------------------------------------------------------------------



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

YOUR OPTIONS FOR RECEIVING POLICY PROCEEDS

BENEFICIARY OF DEATH BENEFIT. You designate your beneficiary in your policy
application. You can change your policy's beneficiary at any other time while
either insured person is alive. If no beneficiary is living when the surviving
insured person dies, we will pay the death benefit proceeds in equal shares to
that insured person's surviving children. If there are no surviving children, we
will instead pay that insured person's estate.

PAYMENT OPTIONS FOR DEATH BENEFIT. In your policy application, or at any other
time while either insured person is alive, you may choose among several payment
options for all or part of any death benefit proceeds that subsequently become
payable. These payment options are described in the policy and may result in
varying tax consequences. The terms and conditions of each option are set out in
a separate contract that we will send the payee when any such option goes into
effect. Equitable Life or your registered representative can provide you with
samples of such contracts on request.

- --------------------------------------------------------------------------------
You can choose to have the proceeds from the policy's life insurance benefit
paid under one of our payment options, rather than as a single sum.
- --------------------------------------------------------------------------------

If you have not elected a payment option, we will pay any death benefit in a
single sum. If the beneficiary is a natural person (i.e., not an entity such as
a corporation or trust) we will pay any such single sum death benefit through an
interest-bearing checking account (the "Equitable Access Account(TM)") that we
will automatically open for the beneficiary. The beneficiary will have immediate
access to the proceeds by writing a check on the account. We pay interest on the
proceeds from the date of death to the date the beneficiary closes the Equitable
Access Account. The annual rate will be at least 3%.

If a registered representative has assisted the beneficiary in preparing the
documents that are required for payment of the death benefit, we will send the
Equitable Access Account checkbook or check to the registered representative
within the periods specified for death benefit payments under "When we pay
policy proceeds," beginning on page 36 below. Your registered representative
will take reasonable steps to arrange for prompt delivery to the beneficiary.

PAYMENT OPTIONS FOR SURRENDER AND WITHDRAWAL PROCEEDS. You can also choose to
receive all or part of any proceeds from a surrender or withdrawal from your
policy under one of the above referenced payment options, rather than as a
single sum.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

If for any reason you are not satisfied with your policy, you may return it to
us for a full refund of the premiums paid. In some states, we will adjust this
amount for any investment performance (whether positive or negative).

To exercise this cancellation right, you must mail the policy directly to our
Administrative Office with a written request to cancel. Your cancellation
request must be postmarked within 10 days after you receive the policy and your
coverage will terminate as of the date of the postmark. In some states, this
"free look" period is longer than 10 days. Your policy will indicate the length
of your "free look" period.

VARIATIONS AMONG SURVIVORSHIP INCENTIVE LIFE POLICIES

Time periods and other terms and conditions described in this prospectus may
vary due to legal requirements in your state. These variations will be reflected
in your policy.

Equitable Life also may vary the charges and other terms of Survivorship
Incentive Life where special circumstances result in sales or administrative
expenses or mortality risks that are different from those normally associated
with Survivorship Incentive Life. We will make such variations only in
accordance with uniform rules that we establish.

Equitable Life or your registered representative can advise you about any
variations that may apply to your policy.

<PAGE>

- --------------------------------------------------------------------------------
18 DETERMINING YOUR POLICY'S VALUE
- --------------------------------------------------------------------------------

2
Determining your policy's value

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


YOUR ACCOUNT VALUE

 As set forth on page 6 above, we deduct certain charges from each premium
 payment you make. We credit the rest of each premium payment to your policy's
 "account value." You instruct us to allocate your account value to one or more
 of the policy's investment options indicated on the front cover of this
 prospectus.

 Your account value is the total of (i) your amounts in our variable investment
 options, (ii) your amounts in our guaranteed interest option, and (iii) any
 amounts that we are holding to secure policy loans that you have taken (see
 "Borrowing from your policy" beginning on page 21 below). (Your policy and
 other supplemental material may refer to (ii) and (iii) as our "Guaranteed
 Interest Account.") These amounts are subject to certain charges discussed in
 the table on page 6.

 -------------------------------------------------------------------------------
 Your account value will be credited with the same returns as are achieved by
 the Portfolios (or guaranteed interest option) that you select, but will also
 be reduced by the amount of charges we deduct under the policy.
 -------------------------------------------------------------------------------

 YOUR POLICY'S VALUE IN OUR VARIABLE INVESTMENT OPTIONS. We invest the account
 value that you have allocated to any variable investment option in shares of
 the corresponding Portfolio. Your value in each variable investment option is
 measured by "units."

 The number of your units in any variable investment option does not change,
 absent an event or transaction under your policy that involves moving assets
 into or out of that option. Whenever any amount is withdrawn or otherwise
 deducted from one of your policy's variable investment options, we "redeem"
 (cancel) the number of units that has a value equal to that amount. This can
 happen, for example, when all or a portion of monthly deductions and
 transaction-based charges are allocated to that option, or when loans,
 transfers, withdrawals and surrenders are made from that option. Similarly, you
 "purchase" additional units having the same value as the amount of any premium,
 loan repayment, or transfer that you allocate to that option.

 The value of each unit will increase or decrease each day, by the same amount
 as if you had invested in the corresponding Portfolio's shares directly (and
 reinvested all dividends and distributions from the Portfolio in additional
 Portfolio shares). The units' values, however, will be reduced by the amount of
 our mortality and expense risk charge for that period (the charge is described
 in the table on page 7 above). On any day, your value in any variable
 investment option equals the number of units credited to your policy under that
 option, multiplied by that day's value for one such unit.

 YOUR POLICY'S VALUE IN OUR GUARANTEED INTEREST OPTION. Your policy's value in
 our guaranteed interest option includes: (i) any amounts you have specifically
 requested that we allocate to that option and (ii) any "restricted" amounts
 that we hold in that option as a result of your election to receive a living
 benefit (these restricted amounts may be referred to in your policy as "liened
 amounts"). See "Your option to receive a living benefit" on page 23 below. We
 credit all of such amounts with interest at rates we declare from time to time.
 We guarantee that these rates will not be less than a 3% effective annual rate.
 The mortality and expense risk charge mentioned above does not apply to our
 guaranteed interest option.

 Amounts may be allocated to or removed from your policy's value in our
 guaranteed interest option for the same purposes as described above for the
 variable investment options. We credit your policy with a number of dollars in
 that option that equals any amount that is being allocated to it. Similarly, if
 amounts are being removed from your guaranteed interest option for any reason,
 we reduce the amount you have credited to that option on a dollar-for-dollar
 basis.


<PAGE>


- --------------------------------------------------------------------------------
                        TRANSFERRING YOUR MONEY AMONG OUR INVESTMENT OPTIONS  19
- --------------------------------------------------------------------------------

3
Transferring your money among our investment options

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


 TRANSFERS YOU CAN MAKE

 -------------------------------------------------------------------------------
 You can transfer freely among our variable investment options and into our
 guaranteed interest option.
 -------------------------------------------------------------------------------

 After your policy's initial investment Allocation Date, you can transfer
 amounts from one investment option to another. The total of all transfers you
 make on the same day must be at least $500; except that you may transfer your
 entire balance in an investment option, even if it is less than $500. You may
 submit a written request for a transfer to our Administrative Office or you can
 make a telephone request (see below).

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

 Transfers out of our guaranteed interest option are more limited.
 -------------------------------------------------------------------------------

 RESTRICTIONS ON TRANSFER OUT OF THE GUARANTEED INTEREST OPTION. We only permit
 you to make one transfer out of our guaranteed interest option during each
 policy year. (No such limit applies to transfers out of our variable investment
 options.) Also, the maximum amount of any transfer from our guaranteed interest
 option is the greater of (a) 25% of your then current balance in that option,
 (b) $500, or (c) the amount (if any) that you transferred out of the guaranteed
 interest option during the immediately preceding policy year.

 We will not accept a request to transfer out of the guaranteed interest option
 unless we receive it within the period beginning 30 days before and ending 60
 days after an anniversary of your policy. If we receive the request within that
 period, the transfer will occur as of that anniversary or, if later, the date
 we receive it.

 TRANSFER CHARGE. We do not currently make any charge for transfers. We reserve
 the right, however, to impose up to a $25 charge for each transfer you make.
 This charge would not apply to a transfer of all of your variable investment
 option amounts to our guaranteed investment option, however, or to any transfer
 pursuant to our dollar cost averaging service.

 TELEPHONE TRANSFERS

 You can make telephone transfers by following one of two procedures:

 o  if you are both an insured person under a policy and its sole owner, by
    calling 1-888-228-6690 (toll free) from a touch tone phone; or

 o  if you are not both an insured person and the sole owner, by signing a
    telephone transfer authorization form and sending it to us. Once we have the
    form on file, we will provide you with a toll-free telephone number to make
    transfers.

 For more information see "Telephone requests" on page 34 below. We allow only
 one request for telephone transfers each day (although that request may include
 multiple transfers), and we will not allow you to revoke a telephone transfer.
 If you are unable to reach us by telephone, you should send a written transfer
 request to our Administrative Office.

 OUR DOLLAR COST AVERAGING SERVICE

 We offer you a dollar cost averaging service. This service allows you to
 gradually allocate amounts to the variable investment options by periodically
 transferring approximately the same dollar amount to the variable investment
 options you select. This will cause you to purchase more units if the unit's
 value is low, and fewer units if the unit's value is high. Therefore, you may
 get a lower average cost per unit over the long term. This plan of investing,
 however, does not guarantee that you will earn a profit or be protected against
 losses.

 Our dollar cost averaging service (also referred to as our "automatic transfer
 service") enables you to make automatic monthly transfers from the Alliance
 Money Market option to our other variable investment options. You need a
 minimum of $5,000 in the Alliance Money Market option to begin using the dollar
 cost averaging service. You can choose up to

<PAGE>


- --------------------------------------------------------------------------------
20 TRANSFERRING YOUR MONEY AMONG OUR INVESTMENT OPTIONS
- --------------------------------------------------------------------------------



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


 eight other variable options to receive the automatic transfers but each
 transfer to each option must be at least $50.

 You may elect the dollar cost averaging service with your policy application or
 at any later time. You can also cancel the dollar cost averaging service at any
 time.

 OUR ASSET REBALANCING SERVICE

 You may wish us to periodically redistribute the amounts you have in our
 variable investment options so that the relative amount of your account value
 in each variable option is restored to an asset allocation that you select. You
 can accomplish this automatically through our asset rebalancing service. The
 rebalancing may be on a onetime basis or at quarterly, semiannual, or annual
 intervals.

 You may specify asset allocation percentages for up to eight variable
 investment options. The allocation percentage you specify for each variable
 investment option selected must be at least 5% (whole percentage only) of the
 total value you hold under the variable investment options, and the sum of the
 percentages must equal 100%. You may not elect the asset rebalancing service if
 you already participate in the dollar cost averaging service (discussed above).

 You may request the asset rebalancing service in your policy application or at
 any later time. You may change your allocation instructions or discontinue
 participation in the asset rebalancing service at any time.


<PAGE>

- --------------------------------------------------------------------------------
                                                         ACCESSING YOUR MONEY 21
- --------------------------------------------------------------------------------

4
Accessing your money

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

 BORROWING FROM YOUR POLICY

 You may borrow up to 90% of the difference between your policy's account value
 and any surrender charges that are in effect under your policy. (In your
 policy, this "difference" is referred to as your Cash Surrender Value.)
 However, the amount you can borrow will be reduced by any amount that we hold
 on a "restricted" basis following your receipt of a living benefit payment, as
 well as by any other loans (and accrued loan interest) you have outstanding.
 See "Your option to receive a living benefit" beginning on page 23 below.

 -------------------------------------------------------------------------------
 You can use policy loans to obtain funds from your policy without surrender
 charges or, in most cases, paying current income taxes. However, the borrowed
 amount is no longer credited with the investment results of any of our
 investment options under the policy.
 -------------------------------------------------------------------------------

 When you take a policy loan, we remove an amount equal to the loan from one or
 more of your investment options and hold it as collateral for the loan's
 repayment. (Your policy may sometimes refer to the collateral as the "loaned
 portion of your policy account.") We hold this loan collateral under the same
 terms and conditions as apply to amounts supporting our guaranteed interest
 option, with several exceptions:

 o  you cannot make transfers or withdrawals of the collateral;

 o  we expect to credit different rates of interest to loan collateral than we
    credit under our guaranteed interest option;

 o  we do not count the collateral when we compute our customer loyalty credit;
    and

 o  the collateral is not available to pay policy charges.

 When you request your loan, you should tell us how much of the loan collateral
 you wish to have taken from any amounts you have in each of our investment
 options. If you do not give us directions (or if we are making the loan
 automatically to cover unpaid interest), we will take the loan from your
 investment options in the same proportion as we are then taking monthly
 deductions for charges. If that is not possible, we will take the loan from
 your investment options in proportion to your value in each.

 LOAN INTEREST WE CHARGE. The interest we charge on a policy loan accrues daily
 at an adjustable interest rate. We determine the rate at the beginning of each
 year of your policy, and that rate applies to all policy loans that are
 outstanding at any time during the year. The maximum rate is the greater of (a)
 4% or (b) the "Monthly Average Corporate" yield published in Moody's Corporate
 Bond Yield Averages for the month that ends two months before the interest rate
 is set. (If that average is no longer published, we will use another average,
 as the policy provides.) In no event will the loan interest be more than 15%.
 We will notify you of the current loan interest rate when you apply for a loan,
 and will notify you in advance of any rate increase.

 Loan interest payments are due on each policy anniversary. If not paid when
 due, we automatically add the interest as a new policy loan.

 INTEREST THAT WE CREDIT ON LOAN COLLATERAL. Under our current rules, the annual
 interest rate we credit on your loan collateral during any of your policy's
 first fifteen years will be 1% less than the rate we are then charging you for
 policy loan interest, and, beginning in the policy's 16th year, equal to the
 loan interest rate. The elimination of the rate differential is not guaranteed.
 Accordingly, we have discretion to increase the rate differential for any
 period, including under policies that are already outstanding (and may have
 outstanding loans). We do guarantee that the annual rate of interest credited
 on your loan collateral will never be less than 3% and that the differential
 will not exceed 2% (except if tax law changes increase the taxes we pay on
 policy loans or loan interest). Because Survivorship Incentive Life was first
 offered only in 1999, no such reduction in the interest rate differential has
 yet been attained under any outstanding policy.

 Interest we pay on your loan collateral accrues daily. On each anniversary of
 your policy (or when your policy loans
<PAGE>
- --------------------------------------------------------------------------------
22 ACCESSING YOUR MONEY
- --------------------------------------------------------------------------------



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

 are fully discharged) we contribute that interest to your policy's investment
 options in the same proportions as if it were a premium payment.

 EFFECTS OF POLICY LOANS. A loan can reduce the length of time that your
 insurance remains in force, because the amount we set aside as loan collateral
 cannot be used to pay charges as they become due. A loan can also cause any
 paid up guaranteed death benefit to terminate or may cause any other guarantee
 against termination to become unavailable. We will deduct any outstanding
 policy loan plus accrued loan interest from your policy's proceeds if you do
 not pay it back. Even if a loan is not taxable when made, it may later become
 taxable, for example, upon termination or surrender. See "Tax information"
 beginning on page 24 below for a discussion of the tax consequences of policy
 loans.

 PAYING OFF YOUR LOAN. You can repay all or part of your loan at any time. We
 normally assume that payments you send us are premium payments. Therefore, you
 must submit instructions with your payment indicating that it is a loan
 repayment. If you send us more than all of the loan principal and interest you
 owe, we will treat the excess as a premium payment.

 When you send us a loan repayment, we will transfer an amount equal to such
 repayment from your loan collateral back to the investment options under your
 policy. First we will restore any amounts that, before being designated as loan
 collateral, had been in the guaranteed interest option under your policy. We
 will allocate any additional repayments among investment options as you
 instruct; or, if you don't instruct us, in the same proportion as if they were
 premium payments.

 MAKING WITHDRAWALS FROM YOUR POLICY

 You may make a partial withdrawal of your net cash surrender value at any time
 after the first year of your policy. The request must be for at least $500,
 however, and we have discretion to decline any request. If you do not tell us
 from which investment options you wish us to take the withdrawal, we will use
 the same allocation that then applies for the monthly deductions we make for
 charges; and, if that is not possible, we will take the withdrawal from all of
 your investment options in proportion to your value in each.

 -------------------------------------------------------------------------------
 You can withdraw all or part of your policy's net cash surrender value,
 although you may incur charges and tax consequences by doing so.
 -------------------------------------------------------------------------------

EFFECT OF PARTIAL WITHDRAWALS ON INSURANCE COVERAGE. If the Option A death
benefit is in effect, a partial withdrawal results in a dollar-for-dollar
automatic reduction in the policy's face amount (and, hence, an equal reduction
in the Option A death benefit). If the paid up death benefit guarantee is in
effect, a partial withdrawal will generally reduce the face amount by more than
the amount of the withdrawal. Face amount reductions that occur automatically as
a result of partial withdrawals, however, do not result in our deducting any
portion of any then-remaining surrender charge. We will not permit a partial
withdrawal that would reduce the face amount below our minimum for new policy
issuances at the time, or that would cause the policy to no longer be treated as
life insurance for federal income tax purposes.

 If death benefit Option B is in effect, a partial withdrawal reduces the death
 benefit on a dollar for dollar basis, but does not affect the face amount.

 The result is different, however, during any time when the alternative death
 benefit (discussed on page 16 above) would be higher than the Option A or B
 death benefit you have selected. In that case, a partial withdrawal will cause
 the death benefit to decrease by more than the amount of the withdrawal, even
 if the paid up death benefit guarantee is not in effect. Please also remember
 that a partial withdrawal reduces the amount of your premium payments that
 count toward maintaining our other guarantees against termination, as well.

 You should refer to "Tax information" beginning on page 24 below, for
 information about possible tax consequences of partial withdrawals and any
 associated reduction in policy

<PAGE>


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                                                        ACCESSING YOUR MONEY  23
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 benefits. A partial withdrawal may increase the chance that your policy could
 lapse because of insufficient value to pay charges as they fall due.

 SURRENDERING YOUR POLICY FOR ITS NET CASH SURRENDER VALUE

 You can surrender (give us back) your policy for its "net cash surrender value"
 at any time. The net cash surrender value equals your account value, minus any
 outstanding loans and unpaid loan interest, minus any amount of your account
 value that is "restricted" as a result of previously distributed "living
 benefits," and minus any surrender charge that then remains applicable. The
 surrender charge is described on page 7 above.

 Please refer to "Tax information" beginning on page 24 below for the possible
 tax consequences of surrendering your policy.

 YOUR OPTION TO RECEIVE A LIVING BENEFIT

 Subject to our insurance underwriting guidelines and availability in your
 state, your policy will automatically include our living benefit rider. This
 feature enables you to receive a portion (generally 75%) of the policy's death
 benefit (excluding death benefits payable under certain other policy riders),
 if one of the insured persons has died and the surviving insured person has a
 terminal illness (as defined in the rider).

 We make no additional charge for the rider. However, if you tell us that you do
 not wish to have the living benefit rider added at issue, but you later ask to
 add it, we will need to evaluate the insurance risk at that time, and we may
 decline to issue the rider.

 If you receive a living benefit, the remaining benefits under your policy will
 be affected. We will deduct the amount of any living benefit we have paid, plus
 interest (as specified in the rider), from the death benefit proceeds that
 become payable under the policy when the surviving insured person dies.

 When we pay a living benefit we automatically transfer a pro rata portion of
 your policy's net cash surrender value to the policy's guaranteed interest
 option. This amount, together with the interest you earn thereon, will be
 "restricted" -- that is, it will not be available for any loans, transfers or
 partial withdrawals that you may wish to make. In addition, it may not be used
 to satisfy the charges we deduct from your policy's value, and we do not count
 it in computing any customer loyalty credit. We will deduct these restricted
 amounts from any subsequent surrender proceeds that we pay. (In your policy, we
 refer to this as a "lien" we establish against your policy.)

 The receipt of a living benefit payment may qualify for exclusion from income
 tax. See "Tax information" below. Receipt of a living benefit payment may
 affect your eligibility for certain government benefits or entitlements.


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 You can arrange to receive a "living benefit" if the surviving insured person
 becomes terminally ill.
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24 TAX INFORMATION
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5
Tax information

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

 This discussion is based on current federal income tax law and interpretations.
 It assumes that each policyowner is a natural person who is a U.S. citizen and
 resident. The tax effects on corporate taxpayers, non-U.S. residents or
 non-U.S. citizens may be different. This discussion is general in nature, and
 should not be considered tax advice, for which you should consult a qualified
 tax advisor.

 BASIC TAX TREATMENT FOR YOU AND YOUR BENEFICIARY

 A Survivorship Incentive Life policy will be treated as "life insurance" for
 federal income tax purposes (a) if it meets the definition of life insurance
 under Section 7702 of the Internal Revenue Code (the "Code") and (b) as long as
 the investments made by the underlying Portfolios satisfy certain investment
 diversification requirements under Section 817(h) of the Code. We believe that
 the policies will meet these requirements and, therefore, that

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

 o  increases in your policy's account value as a result of interest or
    investment experience will not be subject to federal income tax, unless and
    until there is a distribution from your policy, such as a surrender, a
    partial withdrawal, loan or a payment to you that we believe is required to
    maintain your policy's status as life insurance under the Code.

 There may be different tax consequences if you assign your policy or designate
 a new owner. See "Assigning your policy" at page 29 below.

 TAX TREATMENT OF DISTRIBUTIONS TO YOU

 The federal income tax consequences of a distribution from your policy depend
 on whether your policy is a "modified endowment contract" (sometimes also
 referred to as a "MEC"). In all cases, however, the character of any income
 described below as being taxable to the recipient will be ordinary income (as
 opposed to capital gain).

 TESTING FOR MODIFIED ENDOWMENT CONTRACT STATUS.

 Your policy will be a "modified endowment contract" if, at any time during the
 first seven years of your policy, you have paid a cumulative amount of premiums
 that exceeds the cumulative seven-pay limit. The cumulative seven-pay limit is
 the amount of premiums that you would have paid by that time under a similar
 fixed-benefit insurance policy that was designed (based on certain assumptions
 mandated under the Code) to provide for "paid up" future benefits after the
 payment of seven equal annual premiums. ("Paid up" means no future premiums
 will be required.) This is called the "seven-pay" test.

 Whenever there is a "material change" under a policy, the policy will generally
 be (a) treated as a new contract for purposes of determining whether the policy
 is a modified endowment contract and (b) 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 prescribed formula, the account value of the policy at
 the time of such change. A materially changed policy would be considered a
 modified endowment contract if it failed to satisfy the new seven-pay limit at
 any time during the new seven-pay period. A "material change" for these
 purposes could occur as a result of a change in death benefit option or certain
 other changes.

 If your policy's benefits are reduced, the seven-pay limit will be redetermined
 based on the reduced level of benefits and applied retroactively for purposes
 of the seven-pay test. (Such a reduction in benefits could include, for
 example, a requested decrease in face amount or, in some cases, a partial
 withdrawal.) If the premiums previously paid during its first seven years (or
 within seven years after a material change), are greater than the recalculated
 (lower) seven-pay limit, the policy will become a modified endowment contract.

 A life insurance policy that you receive in exchange for a modified endowment
 contract will also be considered a modified endowment contract.

 Changes made to your policy, for example, a decrease in face amount (including
 any decrease that may occur as a result of a partial withdrawal) or other
 decrease in benefits,
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                                                             TAX INFORMATION  25
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 may impact the maximum amount of account value that may be maintained under the
 policy. In some cases, this may cause us to take action in order to assure that
 your policy continues to qualify as life insurance, including distribution of
 amounts to you that may be includible as income. See "Changes we can make" on
 page 36 below.

 TAXATION OF PRE-DEATH DISTRIBUTIONS IF YOUR POLICY IS NOT A MODIFIED ENDOWMENT
 CONTRACT. As long as your policy remains in force as a non-modified endowment
 contract, policy loans will be treated as indebtedness, and no part of the loan
 proceeds will be subject to current federal income tax. Interest on the loan
 will generally not be tax deductible, although interest credited on loan
 collateral may become taxable under the rules below if distributed.

 If you make a partial withdrawal after the first 15 years of your policy, the
 proceeds will not be subject to federal income tax except to the extent such
 proceeds exceed your "basis" in your policy. (Your basis generally will equal
 the premiums you have paid, less the amount of any previous distributions from
 your policy that were not taxable.) During the first 15 years, however, the
 proceeds from a partial withdrawal could be subject to federal income tax,
 under a complex formula, to the extent that your account value exceeds your
 basis.

 Upon full surrender, any amount by which the proceeds we pay (including amounts
 we use to discharge any policy loan and unpaid loan interest) exceed your basis
 in the policy will be subject to federal income tax. IN ADDITION, IF A POLICY
 TERMINATES AFTER A GRACE PERIOD, THE EXTINGUISHMENT OF ANY THEN-OUTSTANDING
 POLICY LOAN AND UNPAID LOAN INTEREST WILL BE TREATED AS A DISTRIBUTION AND
 COULD BE SUBJECT TO TAX UNDER THE FOREGOING RULES. Finally, if you make an
 assignment of rights or benefits under your policy, you may be deemed to have
 received a distribution from your policy, all or part of which may be taxable.

 TAXATION OF PRE-DEATH DISTRIBUTIONS IF YOUR POLICY IS A MODIFIED ENDOWMENT
 CONTRACT. Any distribution from your policy will be taxed on an "income-first"
 basis if your policy is a modified endowment contract. 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
 withdrawal. Any such distributions will be considered taxable income to you to
 the extent your account value exceeds your basis in the policy. (For modified
 endowment contracts, your basis is similar to the basis described above for
 other policies, except that it also 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 endowment contracts issued by Equitable Life (or its affiliate) to the
 same owner (excluding certain qualified plans) during any calendar year are
 treated as if they were a single contract.

 A 10% penalty tax also will apply to the taxable portion of most distributions
 from a policy that is a modified endowment contract. The penalty tax will not,
 however, apply to (i) taxpayers whose actual age is at least 59 1/2, (ii)
 distributions in the case of a disability (as defined in the Code) or (iii)
 distributions 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 or her beneficiary.

 IF YOUR POLICY TERMINATES AFTER A GRACE PERIOD, THE EXTINGUISHMENT OF ANY THEN
 OUTSTANDING POLICY LOAN AND UNPAID LOAN INTEREST WILL BE TREATED AS A
 DISTRIBUTION (to the extent the loan was not previously treated as such) and
 could be subject to tax, including the 10% penalty tax, as described above. In
 addition, upon a full surrender, any excess of the proceeds we pay (including
 any amounts we use to discharge any loan) over your basis in the policy, will
 be subject to federal income tax and, unless an exception applies, the 10%
 penalty tax.

 Distributions that occur during a year of your policy in which it becomes a
 modified endowment contract, and during any subsequent years, will be taxed as
 described in the four preceding paragraphs. In addition, distributions from a
 policy within two years before it becomes a modified endowment contract also
 will be subject to tax in this manner. This means that a distribution made from
 a policy that is not a


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26 TAX INFORMATION
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- --------------------------------------------------------------------------------

 modified endowment contract could later become taxable as a distribution from a
 modified endowment contract.

 RESTORATION OF A TERMINATED POLICY. For tax purposes, some restorations of a
 policy that terminated after a grace period may be treated as the purchase of a
 new policy.


 TAX TREATMENT OF LIVING BENEFIT PROCEEDS

 Amounts received under an insurance policy on the life of an individual who is
 terminally ill, as defined by the tax law, are generally excludable from the
 payee's gross income. We believe that the benefits provided under our living
 benefit rider meet the tax law's definition of terminally ill and can qualify
 for this income tax exclusion. This exclusion does not apply to amounts paid to
 someone other than the surviving insured person, however, if the payee has an
 insurable interest in the surviving insured person's life only because that
 insured person is a director, officer or employee of the payee or by reason of
 that insured person being financially interested in any trade or business
 carried on by the payee.

 EFFECT OF POLICY SPLITS

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

 EFFECT OF POLICY ON INTEREST DEDUCTIONS TAKEN BY BUSINESS ENTITIES

 Ownership of a policy by a trade or business entity can limit the amount of any
 interest on business borrowings that entity otherwise could deduct for federal
 income tax purposes, even though such business borrowings may be unrelated to
 the policy. To avoid the limit, one of the insured persons must be a 20% owner
 of the trade or business entity when coverage on that person commences, and the
 other insured person must be his or her spouse.

 The limit does not generally apply for policies owned by natural persons (even
 if those persons are conducting a trade or business as sole proprietorships),
 unless a trade or business entity that is not a sole proprietorship is a direct
 or indirect beneficiary under the policy. Entities commonly have such a
 beneficial interest, for example, in so-called "split dollar" arrangements. If
 the trade or business entity has such an interest in a policy, it will be
 treated the same as if it owned the policy for purposes of the limit on
 deducting interest on unrelated business income.

 The limit generally applies only to policies issued after June 8, 1997 in
 taxable years ending after such date. However, for this purpose, any material
 change in a policy will be treated as the issuance of a new policy.

 In cases where the above-discussed limit on deductibility applies, the
 non-deductible portion of unrelated interest on business loans is determined by
 multiplying the total amount of such interest by a fraction. The numerator of
 the fraction is the policy's average account value (excluding amounts we are
 holding to secure any policy loans) for the year in question, and the
 denominator is the average for the year of the aggregate tax bases of all the
 entity's other assets.

 Any corporate, trade, or business use of a policy should be carefully reviewed
 by your tax advisor with attention to these rules, as well as the other rules
 and possible tax law changes that could occur with respect to such coverage.

 REQUIREMENT THAT WE DIVERSIFY INVESTMENTS

 Under Section 817(h) of the Code, the Treasury Department has issued
 regulations that implement investment diversification requirements. Failure to
 comply with these regulations would disqualify your policy as a life insurance
 policy under Section 7702 of the Code. If this were to occur, you would be
 subject to federal income tax on any income and gains under the policy and the
 death benefit proceeds would lose their income tax-free status. These
 consequences would continue for the period of the disqualification and for
 subsequent periods. Through the Portfolios, we intend to comply with the
 applicable diversification requirements.
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                                                             TAX INFORMATION  27
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 ESTATE, GIFT, AND GENERATION-SKIPPING TAXES

 If the policy's owner is the surviving insured person, the death benefit will
 generally be includable in the owner's estate for purposes of federal estate
 tax. If an owner is not the surviving insured person, and that owner dies
 before the surviving insured person, the value of that owner's interest in the
 policy would be includable in that owner's estate. If the owner is neither the
 surviving insured person nor the beneficiary, the owner will be considered to
 have made a gift to the beneficiary of the death benefit proceeds when they
 become payable.

 In general, a person will not owe estate or gift taxes until gifts made by such
 person, plus that person's taxable estate, total at least $650,000 (a figure
 that is scheduled to rise at periodic intervals to $1 million by the year
 2006). For this purpose, however, certain amounts may be deductible or
 excludable, such as gifts and bequests to the person's spouse or charitable
 institutions and certain gifts of $10,000 or less per year for each recipient.

As a general rule, if you make a "transfer" to a person two or more generations
younger than you, a generation-skipping tax may be payable. Generation-skipping
transactions would include, for example, a case where a grandparent "skips" his
or her children and names grandchildren as a policy's beneficiaries. In that
case, the generation-skipping "transfer" would be deemed to occur when the
insurance proceeds are paid. The generation-skipping tax rates are similar to
the maximum estate tax rate in effect at the time. Individuals, however, are
generally allowed an aggregate generation-skipping tax exemption of $1 million.

 The particular situation of each policyowner, insured person or beneficiary
 will determine how ownership or receipt of policy proceeds will be treated for
 purposes of federal estate, gift and generation-skipping taxes, as well as
 state and local estate, inheritance and other taxes. Because these rules are
 complex, you should consult with a qualified tax advisor for specific
 information, especially where benefits are passing to younger generations.

 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 must consider whether the policy was applied for by or
 issued to a person having an insurable interest under applicable state law and
 with the insured persons' consent. The lack of an insurable interest or consent
 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
 receive a death benefit.

 ERISA

 Employers and employer-created trusts may be subject to reporting, disclosure
 and fiduciary obligations under the Employee Retirement Income Security Act of
 1974. You should consult a qualified legal advisor.

 OUR TAXES

 The operations of our Separate Account FP are reported in our federal income
 tax return. The separate account's investment income and capital gains,
 however, are, for tax purposes, reflected in our variable life insurance policy
 reserves. Therefore, we currently pay no taxes on such income and gains and
 impose no charge for such taxes. We reserve the right to impose a charge in the
 future for taxes incurred; for example, a charge to the separate account for
 income taxes incurred by us that are allocable to the policies.

 If our state, local or other tax expenses increase, we may add or increase our
 charges for such taxes when they are attributable to Separate Account FP, based
 on premiums or otherwise allocable to the policies.

 WHEN WE WITHHOLD TAXES FROM DISTRIBUTIONS

 Generally, unless you provide us with a satisfactory written election to the
 contrary prior to the distribution, we are required to withhold income tax from
 any proceeds we distribute as part of a taxable transaction under your policy.
 If you do not wish us to withhold tax from the payment, or if


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28 TAX INFORMATION
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 we do not withhold enough, you may have to pay later, and you may incur
 penalties under the estimated income tax rules. In some cases, where
 generation-skipping taxes may apply, we may also be required to withhold for
 such taxes unless we are provided satisfactory notification that no such taxes
 are due. States may also require us to withhold tax on distributions to you.
 Special withholding rules apply if you are not a U.S. resident or not a U.S.
 citizen.

 POSSIBILITY OF FUTURE TAX CHANGES

 The U.S. Congress frequently considers legislation that, if enacted, could
 change the tax treatment of life insurance policies or increase the taxes that
 we pay in connection with such policies. In addition, the Treasury Department
 may amend existing regulations, issue regulations on the qualification of life
 insurance and modified endowment contracts, or adopt new interpretations of
 existing law. State and local tax law or, if you are not a U.S. citizen and
 resident, foreign tax law, may also affect the tax consequences to you, the
 insured persons or your beneficiary, and are subject to change. Any changes in
 federal, state, local or foreign tax law or interpretations could have a
 retroactive effect.

 The Treasury Department has stated that it anticipates the issuance of
 guidelines prescribing the circumstances in which your ability to direct your
 investment to particular Portfolios within a separate account may cause you,
 rather than the insurance company, to be treated as the owner of the Portfolio
 shares attributable to your policy. In that case, income and gains attributable
 to such Portfolio shares would be included in your gross income for federal
 income tax purposes. Under current law, however, we believe that Equitable
 Life, and not the owner of a policy, would be considered the owner of the
 Portfolio shares.


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                  MORE INFORMATION ABOUT PROCEDURES THAT APPLY TO YOUR POLICY 29
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6
More information about procedures that apply to your policy

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

 This section provides further detail about certain subjects that are addressed
 in the previous pages. The following discussion generally does not repeat the
 information already contained in those pages.

 WAYS TO MAKE PREMIUM AND LOAN PAYMENTS

 CHECKS AND MONEY ORDERS. Premiums or loan payments generally must be paid by
 check or money order drawn on a U.S. bank in U.S. dollars and made payable to
 "Equitable Life."

 We prefer that you make each payment to us with a single check drawn on your
 business or personal bank account. We also will accept a single money order,
 bank draft or cashier's check payable directly to Equitable Life, although we
 must report such "cash equivalent" payments to the Internal Revenue Service
 under certain circumstances. Cash and travelers' checks, or any payments in
 foreign currency, are not acceptable. We will accept third-party checks payable
 to someone other than Equitable Life and endorsed over to Equitable Life only
 (1) as a direct payment from a qualified retirement plan or (2) if it is made
 out to a trustee who owns the policy and endorses the entire check (without any
 refund) as a payment to the policy.

 REQUIREMENTS FOR SURRENDER REQUESTS

 Your surrender request must include the policy number, your name, your tax
 identification number, the names of the insured persons, and the address where
 proceeds should be mailed. The request must be signed by you, as the owner, and
 by any joint owner, collateral assignee or irrevocable beneficiary. We may also
 require you to complete specific tax forms.

 Finally, in order for your surrender request to be complete, you must return
 your policy to us.

 WAYS WE PAY POLICY PROCEEDS

 The payee for death benefit or other policy proceeds (e.g. upon surrenders) may
 name a successor to receive any amounts that we still owe following the payee's
 death. Otherwise, we will pay any such amounts to the payee's estate.

 We must approve any payment 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 payment 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 payees, and the methods for proving the payee's age and
 continued survival.

 ASSIGNING YOUR POLICY

 You may assign (transfer) your rights in a policy to someone else as collateral
 for a loan, to effect a change in ownership or for some other reason, if we
 agree. A copy of the assignment must be forwarded to our Administrative Office.
 We are not responsible for any payment we make or any action we take before we
 receive notice of the assignment or for the validity of the assignment. An
 absolute assignment is a change of ownership.

 Certain transfers for value may subject you to income tax and penalties and
 cause the death benefit to lose its income-tax free treatment. Further, a gift
 of a policy that has a loan outstanding may be treated as part gift and part
 transfer for value, which could result in both gift tax and income tax
 consequences. You should consult your tax advisor prior to making a transfer or
 other assignment.

 DATES AND PRICES AT WHICH POLICY EVENTS OCCUR

 We describe below the general rules for when, and at what prices, events under
 your policy will occur. Other portions of this prospectus describe
 circumstances that may cause exceptions. We generally do not repeat those
 exceptions below.
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30 MORE INFORMATION ABOUT PROCEDURES THAT APPLY TO YOUR POLICY
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 DATE OF RECEIPT. Where this prospectus refers to the day when we receive a
 payment, request, election, or notice from you, we usually mean the day on
 which that item (or the last thing necessary for us to process that item)
 arrives in complete and proper form at our Administrative Office or via the
 appropriate telephone or fax number if the item is a type we accept by those
 means. There are two main exceptions: if the item arrives (1) on a day that is
 not a business day or (2) after the close of a business day, then, in each
 case, we are deemed to have received that item on the next business day.

 BUSINESS DAYS. Every day that the New York Stock Exchange is open for regular
 trading is a business day for us. Each business day ends at the time regular
 trading on the exchange closes (or is suspended) for the day. We compute unit
 values for our variable investment options as of the end of each business day.
 This usually is 4:00 p.m., Eastern Time.

 PAYMENTS YOU MAKE. The following are reflected in your policy as of the date
 we receive them:

 o  premium payments received after the policy's investment start date
    (discussed below)

 o  loan repayments and interest payments

 REQUESTS YOU MAKE. The following transactions occur as of the date we receive
 your request:

 o  withdrawals

 o  face amount decreases that result from a withdrawal

 o  surrenders

 o  transfers from a variable investment option to the guaranteed interest
    option

 o  transfers among variable investment options

 o  termination of paid up death benefit guarantee

 o  tax withholding elections

 o  changes of allocation percentages for premium payments or monthly
    deductions

 o  changes of beneficiary

 o  changes in form of death benefit payment

 o  loans

 o  assignments

 The following transactions occur on your policy's next monthly anniversary that
 coincides with or follows the date we approve your request:

 o  decreases in face amount

 o  changes in death benefit option

 o  termination of enhanced death benefit guarantee

 o  restoration of terminated policies

 o  election of paid up death benefit guarantee

 DOLLAR COST AVERAGING SERVICE. Transfers pursuant to our dollar cost averaging
 service occur as of the first day of each month of your policy. We make the
 first such transfer, as of your policy's first monthly anniversary that
 coincides with or follows the date we receive your request. If you request the
 dollar cost averaging service in your original policy application, however, the
 first transfer will occur as of the first day of the second month of your
 policy that begins after your policy's initial Allocation Date.

 ASSET REBALANCING SERVICE. If you request the asset rebalancing service in your
 policy application, the initial transaction will be on the start date you
 specify. Onetime asset rebalancing requests and the first transfer of a
 periodic rebalancing program received after the original policy application
 will be processed as of the start date you specify or the date we receive your
 request, if you do not select a start date. No rebalancing will occur, however,
 prior to your Allocation Date. Subsequent periodic rebalancings occur
 quarterly, semiannually or annually, as you have requested.


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 DELAY IN CERTAIN CASES. We may delay allocating any payment you make to our
 variable investment options, or any transfer, for the same reasons stated in
 "Delay of variable investment option proceeds" on page 36 below. We may also
 delay such transactions for any other legally permitted purpose.

 PRICES APPLICABLE TO POLICY TRANSACTIONS. If a transaction will increase or
 decrease the amount you have in a variable investment option as of a certain
 date, we process the transaction using the unit values for that option computed
 as of that day's close of business, unless that day is not a business day. In
 that case, we use unit values computed as of the next business day's close.

 EFFECT OF DEATH OR SURRENDER. You may not make any surrender or partial
 withdrawal request after the surviving insured person has died. Also, all
 insurance coverage ends on the date as of which we process any request for a
 surrender.

 POLICY ISSUANCE

 REGISTER DATE. When we issue a policy, we assign it a "register date," which
 will be shown in the policy. We measure the months, years, and anniversaries of
 your policy from your policy's register date.

 o  If you submit the full minimum initial premium to your registered
    representative 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 you signed part I of the policy application or (b) the date a medical
    professional signed part II of the policy application.

 o  If we do not receive your full minimum initial premium at our Administrative
    Office before the issue date or, if we issue the policy on a different basis
    than you applied for, the register date will be the same as the date we
    actually issue the policy (the "issue date").

 Policies that would otherwise receive a register date of the 29th, 30th or 31st
 of any month will receive a register date of the 28th of that month.

 We may also permit an earlier than customary register date (a) for
 employer-sponsored cases, to accommodate a common register date for all
 employees or (b) to provide a younger age at issue. (A younger age at issue
 reduces the monthly charges that we deduct under a policy.) The charges and
 deductions commence as of the register date, even when we have permitted an
 early register date. We may also permit policyowners to delay a register date
 (up to three months) in employer-sponsored cases.

 INVESTMENT START DATE. This is the date your investment first begins to earn a
 return for you in our Alliance Money Market option (prior to the Allocation
 Date). Generally, this is the register date, or, if later, the date we receive
 your full minimum initial premium at our Administrative Office.

 COMMENCEMENT OF INSURANCE COVERAGE. You must give the full minimum initial
 premium to your registered representative on or before the day the policy is
 delivered to you. No insurance under your policy will take effect unless (1)
 both insured persons are still living at the time such payment and delivery are
 completed and (2) unless the information in the application continues to be
 true and complete, without material change, as of the time of such payment. If
 you submit the full minimum initial premium with your application, we may,
 subject to certain conditions, provide a limited amount of temporary insurance
 on the proposed insured persons. You may review a copy of our temporary
 insurance agreement, on request, for more information about the terms and
 conditions of that coverage.

 NON-ISSUANCE. If, after considering your application, we decide not to issue a
 policy, we will refund any premium you have paid, without interest.

 AGE; AGE AT ISSUE. Unless the context in this prospectus requires otherwise, we
 consider an insured person's "age" during any year of the policy to be his or
 her age on his or her birthday nearest to the beginning of the policy year. For
 example, an insured person's age for the entire first year of a policy ("age at
 issue") is that person's age on whichever birthday (i.e., before or after) is
 closer to the policy's register date.


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32 MORE INFORMATION ABOUT PROCEDURES THAT APPLY TO YOUR POLICY
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 GENDER-NEUTRAL POLICIES

 Congress and various states have from time to time considered legislation that
 would require insurance rates to be the same for males and females. 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 Survivorship Incentive Life in connection with an
 employment-related insurance or benefit plan. In a 1983 decision, the United
 States Supreme Court held that, under Title VII, optional annuity benefits
 under a deferred compensation plan could not vary on the basis of sex.

 There will be no distinctions based on sex in the cost of insurance rates for
 Survivorship Incentive Life policies sold in Montana. We will also make such
 gender-neutral policies available on request in connection with certain
 employee benefit plans. Cost of insurance rates applicable to a gender-neutral
 policy will not be greater than the comparable male rates under a gender
 specific Survivorship Incentive Life policy.


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7
More information about other matters

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 VOTING OF PORTFOLIO SHARES. As the legal owner of any Portfolio shares that
 support a variable investment option, we will attend (and have the right to
 vote at) any meeting of shareholders of the Portfolio (or the Trust). To
 satisfy currently-applicable legal requirements, however, we will give you the
 opportunity to tell us how to vote the number of each Portfolio's shares that
 are attributable to your policy. We will vote shares attributable to policies
 for which we receive no instructions in the same proportion as the instructions
 we do receive from all policies that participate in our Separate Account FP
 (discussed below). With respect to any Portfolio shares that we are entitled to
 vote directly (because we do not hold them in a separate account or because
 they are not attributable to policies), we will vote in proportion to the
 instructions we have received from all holders of variable annuity and variable
 life insurance policies who are using that Portfolio.

 Under current legal requirements, we may disregard the voting instructions we
 receive from policyowners only in certain narrow circumstances prescribed by
 SEC regulations. If we do, we will advise you of the reasons in the next annual
 or semiannual report we send to you.

 VOTING AS POLICYOWNER. In addition to being able to instruct voting of
 Portfolio shares as discussed above, policyowners that use our variable
 investment options may in a few instances be called upon to vote on matters
 that are not the subject of a shareholder vote being taken by any Portfolio. If
 so, you will have one vote for each $100 of account value in any such option;
 and we will vote our interest in Separate Account FP in the same proportion as
 the instructions we receive from holders of Survivorship Incentive Life and
 other policies that Separate Account FP supports.

 ABOUT OUR SEPARATE ACCOUNT FP

 Each variable investment option is a part (or "subaccount") of our Separate
 Account FP. We established Separate Account FP under special provisions of the
 New York Insurance Law. These provisions prevent creditors from any other
 business we conduct from reaching the assets we hold in our variable investment
 options for owners of our variable life insurance policies. We are the legal
 owner of all of the assets in Separate Account FP and may withdraw any amounts
 that exceed our reserves and other liabilities with respect to variable
 investment options under our policies. The results of Separate Account FP's
 operations are accounted for without regard to Equitable Life's other
 operations.

 Separate Account FP's predecessor was established on April 19, 1985 by our then
 wholly owned subsidiary, Equitable Variable Life Insurance Company. We
 established our Separate Account FP under New York Law on September 21, 1995.
 When Equitable Variable Life Insurance Company merged into Equitable Life, as
 of January 1, 1997, our Separate Account FP succeeded to all the assets,
 liabilities and operations of its predecessor.

 Separate Account FP is registered with the SEC under the Investment Company Act
 of 1940 and is classified by that act as a "unit investment trust." The SEC,
 however, does not manage or supervise Equitable Life or Separate Account FP.

 Each subaccount (variable investment option) of Separate Account FP available
 under Survivorship Incentive Life invests solely in class IB shares issued by
 the corresponding Portfolio of EQ Advisors Trust. Separate Account FP
 immediately reinvests all dividends and other distributions it receives from a
 Portfolio in additional shares of that Portfolio.

 The EQ Advisors Trust sells its shares to Equitable Life separate accounts in
 connection with Equitable Life's variable life insurance and annuity products,
 to the trustee of a qualified plan for Equitable Life and to separate accounts
 of insurance companies, both affiliated and unaffiliated with Equitable Life.
 We currently do not foresee any disadvantages to our policyowners arising out
 of this. However, the Board of Trustees of EQ Advisors Trust intends to monitor
 events to identify any material irreconcilable conflicts that may arise and to
 determine what action, if any, should be taken in response. If we believe that
 the Board's response insufficiently protects our policyowners, we will see to
 it that appropriate action is taken to do so. Also, if we

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 ever believe that any of the Trust's Portfolios is so large as to materially
 impair the investment performance of the Portfolio involved, we will examine
 other investment alternatives.

 ABOUT OUR GENERAL ACCOUNT

 Our general account assets support all of our obligations, (including those
 under the Survivorship Incentive Life policies and, more specifically, the
 guaranteed interest option). Our general assets consist of all of our assets as
 to which no class or classes of our annuity or life insurance policies have any
 preferential claim. You will not share in the investment experience of our
 general account assets, however; and we have full discretion about how we
 invest those assets (subject only to any requirements of law).

 Because of applicable exemptions and exclusions, we have not registered
 interests in the general account under the Securities Act of 1933 or registered
 the general account as an investment company with the SEC. Accordingly, neither
 the general account, the guaranteed interest option, nor any interests therein,
 are subject to regulation under those acts. The staff of the SEC has not
 reviewed the portions of this prospectus that relate to the general account and
 the guaranteed interest option. The disclosure, however, may be subject to
 certain provisions of the federal securities law relating to the accuracy and
 completeness of statements made in prospectuses.

 We declare the rate of interest periodically, but it will not be less than 3%.
 We credit and compound the interest daily at an effective annual rate that
 equals the declared rate. The rates we are at any time declaring on outstanding
 policies may differ from the rates we are then declaring for newly issued
 policies.

 TRANSFERS OF YOUR ACCOUNT VALUE

 TRANSFERS NOT IMPLEMENTED. When we cannot process part of a transfer request,
 we will not process any other part of the request. This could occur, for
 example, where the request does not comply with our transfer limitations, or
 where you request transfer of an amount greater than that currently allocated
 to an investment option.

 Similarly, the dollar cost averaging service will terminate immediately if: (1)
 your amount in the Alliance Money Market option is insufficient to cover the
 automatic transfer amount; (2) your policy is in a grace period; or (3) we
 receive notice of the surviving insured person's death.

 MARKET TIMING. We may, at any time, restrict the use of market timers and other
 agents acting under a power of attorney who are acting on behalf of more than
 one policyowner. Any agreements to use marketing timing services to make
 transfers are subject to our rules in effect at that time.

 TELEPHONE REQUESTS

 If you are a properly authorized person, you may make telephone transfers as
 described above on page 20.

 Also, if you are both the sole owner and an insured person under your policy,
 you may call 1-888-228-6690 (toll free) from a touch tone phone to make the
 following additional types of requests:

 o  policy loans

 o  changes of address

 o  changes of premium allocation percentages

 All telephone requests are automatically tape-recorded and are invalid if the
 information given is incomplete or any portion of the request is inaudible. We
 have established procedures reasonably designed to confirm that telephone
 instructions are genuine. These include requiring personal identification
 information from the caller and providing subsequent written confirmation of
 the instructions. If we do not employ reasonable procedures to confirm the
 genuineness of telephone instructions, we may be liable for any losses arising
 out of any act or omission that constitutes negligence, lack of good faith, or
 willful misconduct. In light of our procedures, we will not be liable for
 following telephone instructions that we reasonably believe to be genuine.
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 Any telephone transaction request that you make after the close of a business
 day (which is usually 4:00 p.m. Eastern Time) will be processed as of the next
 business day. During times of extreme market activity, or for other reasons,
 you may be unable to contact us to make a telephone request. If this occurs,
 you should submit a written transaction request to our Administrative Office.
 We reserve the right to discontinue telephone transactions, or modify the
 procedures and conditions for such transactions, at any time.

 DEDUCTING POLICY CHARGES

 MONTHLY COST OF INSURANCE CHARGE. The monthly cost of insurance charge is
 determined by multiplying the cost of insurance rate that is then applicable to
 your policy by the amount we have at risk under your policy. Our amount at risk
 (also described in your policy as "net amount at risk") on any date is the
 difference between (a) the death benefit that would be payable if the surviving
 insured person died on that date and (b) the then total account value under the
 policy. A greater amount at risk, or a higher cost of insurance rate, will
 result in a higher monthly charge.

 As a general rule, the cost of insurance rate increases each year that you own
 your policy. This happens automatically because of the insured persons'
 increasing age.

 Our cost of insurance rates are guaranteed not to exceed those that will be
 specified in your policy. For most insured persons at most ages, our current
 rates are lower than those maximums. Therefore, we have the ability to raise
 these rates up to the guaranteed maximum at any time. The guaranteed maximum
 cost of insurance rates for gender neutral Survivorship Incentive Life policies
 are based on the 1980 Commissioner's Standard Ordinary SD Smoker and ND
 Non-Smoker Mortality Table. For all other policies, the guaranteed maximum cost
 of insurance rates is based on the 1980 Commissioner's Standard Ordinary Male
 and Female Smoker and Non-Smoker Mortality Tables.

 Our cost of insurance rates will generally be lower (except in Montana and in
 connection with certain employee benefit plans) if an insured person is a
 female than if a male. They also will generally be lower for non-tobacco users
 than tobacco users and lower for persons that have other highly favorable
 health characteristics, as compared to those that do not. On the other hand,
 insured persons who present particular health, occupational or avocational
 risks may be charged higher cost of insurance rates and other additional
 charges as specified in their policies. In addition, the current rates also
 vary depending on the duration of the policy (i.e., the length of time since
 the policy was issued).

 Both guaranteed and current cost of insurance rates are computed on a joint
 life basis, even after the death of the first insured person. This means that
 otherwise comparable policies will have the same cost of insurance rates,
 regardless of whether both insureds are still living.

 DATE OF MONTHLY DEDUCTIONS. We make the regular monthly deductions as of the
 first day of each month of the policy.

 PURPOSES 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 we expect, 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 administrative charge, cost of
 insurance charge, and mortality and expense risk charge. However, the fact that
 any charge bears the name of, or is designed primarily to defray, 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. Nor does it mean 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. The surrender charge,
 for example, is designed primarily to defray sales expenses, but may also be
 used to defray other

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36 MORE INFORMATION ABOUT OTHER MATTERS
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 expenses associated with your policy that we have not recovered by the time of
 any surrender. Similarly, the premium charge is designed primarily to defray
 sales and tax expenses we incur that are based on premium payments.

 CUSTOMER LOYALTY CREDIT

 We provide a "customer loyalty credit" for policies that have been outstanding
 for more than six years. This is added to the account value each month. The
 dollar amount of the credit is a percentage of the total amount you then have
 in our investment options (not including any value we are holding as collateral
 for any policy loans or for a living benefit payment). The percentage credit is
 currently at an annual rate of .60% beginning in the policy's seventh year.
 This credit is not guaranteed, however. Because Survivorship Incentive Life was
 first offered in 1999, no credit has yet been attained under any outstanding
 policy.

 SUICIDE AND CERTAIN MISSTATEMENTS

 If a surviving insured person commits suicide within certain time periods, the
 amount of death benefit we pay will be limited as described in the policy.
 Also, if an application misstated the age or gender of an insured person, we
 will adjust the amount of any death benefit (and certain rider benefits), as
 described in the policy (or rider).

 WHEN WE PAY POLICY PROCEEDS

 GENERAL. We will generally pay any death benefit, surrender, withdrawal, or
 loan within seven days after we receive the request and any other required
 items. In the case of a death benefit, if we do not have information about the
 desired manner of payment within 60 days after the date we receive notification
 of the surviving insured person's death (and other required items), we will pay
 the proceeds as a single sum, normally within seven days thereafter.

 CLEARANCE OF CHECKS. We reserve the right to defer payment of that portion of
 your account value that is attributable to a premium payment made by check for
 a reasonable period of time (not to exceed 15 days) to allow the check to clear
 the banking system.

 DELAY OF GUARANTEED INTEREST OPTION PROCEEDS. We also have the right to defer
 payment or transfers of amounts out of our guaranteed interest option for up to
 six months. If we delay more than 30 days in paying you such amounts, we will
 pay interest of at least 3% per year from the date we receive your request.

 DELAY OF VARIABLE INVESTMENT OPTION PROCEEDS. We reserve the right to defer
 payment of any death benefit, transfer, loan or other distribution that is
 derived from a variable investment option if (a) the New York Stock Exchange is
 closed (other than customary weekend and holiday closings) or trading on that
 exchange is restricted; (b) the SEC has declared that an emergency exists, as a
 result of which disposal of securities is not reasonably practicable or it is
 not reasonably practicable to fairly determine the account value; or (c) the
 law permits the delay for the protection of owners. If we need to defer
 calculation of values for any of the foregoing reasons, all delayed
 transactions will be processed at the next available unit values.

 DELAY TO CHALLENGE COVERAGE. We may challenge the validity of your insurance
 policy or any rider based on any material misstatements in an application you
 have made to us. We cannot make such challenges, however, beyond certain time
 limits set forth in the policy or rider. If an insured person dies within one
 of these limits, we may delay payment of any proceeds until we decide whether
 to challenge the policy.

 CHANGES WE CAN MAKE

 In addition to any of the other changes described in this prospectus, we have
 the right to modify how we or Separate Account FP 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:


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 o  combine two or more variable investment options or withdraw assets relating
    to Survivorship Incentive Life from one investment option and put them into
    another;

 o  end the registration of, or re-register, Separate Account FP under the
    Investment Company Act of 1940;

 o  operate Separate Account FP under the direction of a "committee" or
    discharge such a committee at any time;

 o  restrict or eliminate any voting rights or privileges of policyowners (or
    other persons) that affect Separate Account FP;

 o  operate Separate Account FP, or one or more of the variable investment
    options, in any other form the law allows. This includes any form that
    allows us to make direct investments, in which case we may charge Separate
    Account FP an advisory fee. We may make any legal investments we wish for
    Separate Account FP. In addition, we may disapprove any change in investment
    advisers or in investment policy unless a law or regulation provides
    differently.

 If we take any action that results in a material change in the underlying
 investments of a variable investment option, we will notify you as required by
 law. We may, for example, cause the variable investment option to invest in a
 mutual fund other than, or in addition to, EQ Advisors Trust. If you then wish
 to transfer the amount you have in that option to another investment option,
 you may do so.

 We may make any changes in the policy or its riders, require additional premium
 payments, or make distributions from the policy to the extent we deem necessary
 to ensure that your policy qualifies or continues to qualify as life insurance
 for tax purposes. Any such change will apply uniformly to all policies that are
 affected. We will give you written notice of such changes. Subject to all
 applicable legal requirements, we also may make other changes in the policies
 that do not reduce any net cash surrender value, death benefit, account value,
 or other accrued rights or benefits.

 REPORTS WE WILL SEND YOU

 Shortly after the end of each year of your policy, we will send you a report
 that includes information about your policy's current death benefit, account
 value, cash surrender value (i.e., account value minus any current surrender
 charge), policy loans, policy transactions and amounts of charges deducted. We
 will send you individual notices to confirm premium payments, transfers and
 certain other policy transactions.

 LEGAL PROCEEDINGS

 Equitable Life and its affiliates are parties to various legal proceedings. In
 our view, none of these proceedings would be considered material with respect
 to a policyowner's interest in Separate Account FP, nor would any of these
 proceedings be likely to have a material adverse effect upon the Separate
 Account, our ability to meet our obligations under the policies, or the
 distribution of the policies.

 ILLUSTRATIONS OF POLICY BENEFITS

 In order to help you understand how your policy values would vary over time
 under different sets of assumptions, we will provide you with certain
 illustrations upon request. These will be based on the age and insurance risk
 characteristics of the insured persons under your policy and such factors as
 the face amount, death benefit option, premium payment amounts, and rates of
 return (within limits) that you request. You can request such illustrations at
 any time. We have filed an example of such an illustration as an exhibit to the
 registration statement referred to below.

 SEC REGISTRATION STATEMENT

 We have on file with the SEC a registration statement under the Securities Act
 of 1933 that relates to the Survivorship Incentive Life policies. The
 registration statement contains additional information that is not required to
 be included in this prospectus. You may obtain this information, for a fee,
 from the SEC's Public Reference Section at 450 5th Street, N.W., Washington,
 D.C. 20549 or, without charge, from the SEC's Web site (www.sec.gov).
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 HOW WE MARKET THE POLICIES

 We offer variable life insurance policies (including Survivorship Incentive
 Life) and variable annuity contracts through Equitable Distributors Inc.
 ("EDI"). The Investment Company Act of 1940, therefore, classifies EDI as a
 "principal underwriter" of those policies and contracts. EDI also serves as a
 principal underwriter of EQ Advisors Trust. EDI is a wholly-owned subsidiary of
 Equitable Life, with its address at 1290 Avenue of the Americas, New York, NY
 10104. EDI is registered with the SEC as a broker-dealer and is a member of the
 National Association of Securities Dealers, Inc. ("NASD"). In 1997 and 1998, we
 paid EDI a fee of $20,088,049 and $35,452,793, respectively, for its services
 under a Distribution Agreement with Equitable Life and its separate accounts.

 We sell Survivorship Incentive Life through licensed insurance agencies (both
 affiliated and unaffiliated with Equitable Life) and their affiliated
 broker-dealers (who are registered with the SEC and are members of the NASD).
 Such agencies and their affiliated broker-dealers have entered into selling
 agreements with EDI. The licensed insurance agents who sell our policies are
 appointed as agents of Equitable Life, and are registered representatives of
 the agencies' affiliated broker-dealer. Sales commissions will be paid by
 Equitable Life to the agency which sells you this policy. The commissions don't
 cost you anything above the charges and expenses already discussed elsewhere in
 this prospectus. Generally, the agencies will receive maximum commissions of:
 50% of the amount of the premium you pay in your policy's first year up to a
 certain amount, plus 3% of all other premiums you pay in your policy's first
 year, plus 3% of all premiums you pay in the second through tenth years. The
 agency may be required to return to us any commissions on premiums that we have
 refunded to a policyowner.

 INSURANCE REGULATION THAT APPLIES TO EQUITABLE LIFE

 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 state
 where we sell policies. We submit annual reports on our operations and finances
 to insurance officials in all of these states. The officials are responsible
 for reviewing our reports to see that we are financially sound. Such
 regulation, however, does not guarantee or provide absolute assurance of our
 soundness.

 YEAR 2000 PROGRESS

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

 In 1995, Equitable Life began addressing the question of whether its computer
 systems would recognize the year 2000 before, on or after January 1, 2000, and
 Equitable Life has identified those of its systems critical to business
 operations that were not year 2000 compliant. Equitable Life has completed the
 work of modifying or replacing non-compliant systems and has confirmed, through
 testing, that its systems are year 2000 compliant. Equitable Life has contacted
 third-party vendors and service providers to seek confirmation that they are
 acting to address the year 2000 issue with the goal of avoiding any material
 adverse effect on services provided to policyowners and on operations of the
 investment options. All third-party vendors and service providers considered
 critical to Equitable Life's business, and substantially all vendors and
 service providers considered non-critical, have provided us confirmation of
 their year 2000 compliance or a satisfactory plan for compliance. If
 confirmation is not received from any of the remaining non-critical vendors or
 service providers, the vendor or service provider will be replaced, eliminated
 or the subject of contingency plans. Additionally, Equitable Life has
 supplemented its existing business continuity and disaster recovery plans to
 cover certain categories of contingencies that could arise as a result of year
 2000 related failures.

 There are many risks associated with year 2000 issues, including the risk that
 Equitable Life's computer systems will not operate as intended. Additionally,
 there can be no assurance that the systems of third parties will be year 2000
 compliant. Any significant unresolved difficulty related to the


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 year 2000 compliance initiatives could result in an interruption in, or a
 failure of, normal business operations and, accordingly, could have a material
 adverse effect on our ability to administer your policy and operate the
 investment options.

 To the fullest extent permitted by law, the foregoing year 2000 discussion is a
 "Year 2000 Readiness Disclosure" within the meaning of The Year 2000
 Information and Readiness Disclosure Act (P.L. 105-271) (1998).


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40 DIRECTORS AND PRINCIPAL OFFICERS
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 Directors and principal officers

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


 Set forth below is information about our directors and, to the extent they are
 responsible for variable life insurance operations, our principal officers.
 Unless otherwise noted, their address is 1290 Avenue of the Americas, New York,
 New York 10104.


DIRECTORS

<TABLE>
<CAPTION>

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 NAME AND PRINCIPAL BUSINESS ADDRESS      BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------

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FRANCOISE COLLOC'H
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<S>                                      <C>
AXA                                      Director of Equitable Life since July 1992. Senior Executive Vice President, Human
23, Avenue Matignon                      Resources and Communications of AXA, and various positions with AXA affiliated
75008 Paris, France                      companies. Director of AXA Financial, Inc. ("AXA Financial") since December 1996.
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HENRI DE CASTRIES
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AXA                                      Director of Equitable Life since September 1993. Director (since May 1994) and
23, Avenue Matignon                      Chairman of the Board (since April 1998) of AXA Financial. Prior thereto, Vice
75008 Paris, France                      Chairman of the Board of AXA Financial (February 1996 to April 1998). Senior
                                         Executive Vice President, Financial Services and Life Insurance Activities
                                         of AXA since 1996. Prior thereto, Executive Vice President Financial Services and
                                         Life Insurance Activities of AXA (1993 to 1996). Also Director or  officer of various
                                         subsidiaries and affiliates of the AXA Group. Director of other Equitable Life affiliates.
                                         Previously held other officerships with the AXA Group.
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JOSEPH L. DIONNE
- ------------------------------------------------------------------------------------------------------------------------------
The McGraw-Hill Companies                Director of Equitable Life since May 1982. Chairman (since April 1988) and former
1221 Avenue of the Americas              Chief Executive Officer (April 1983 to April 1988) of The McGraw-Hill Companies.
New York, NY 10020                       Director of AXA Financial (since May 1992). Director, Harris Corporation and Ryder
                                         System, Inc.
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DENIS DUVERNE
- ------------------------------------------------------------------------------------------------------------------------------
AXA                                      Director of Equitable Life since February 1998. Senior Vice President International
23, Avenue Matignon                      (US-UK-Benelux) AXA. Director since February 1996, Alliance. Director since
75008 Paris, France                      February 1997, Donaldson Lufkin & Jenrette ("DLJ").
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JEAN-RENE FOURTOU
- ------------------------------------------------------------------------------------------------------------------------------
Rhone-Poulenc S.A.                       Director of Equitable Life since July 1992. Director of AXA Financial since July 1992.
25, Quai Paul Doumer                     Chairman and Chief Executive Officer of Rhone-Poulenc, S.A.; Member, Supervisory
92408 Courbevoie Cedex                   Board of AXA since January 1997; European Advisory Board of Bankers Trust
France                                   Company and Consulting Council of Banque de France; Director, Societe Generale,
                                         Schneider S.A. and Groupe Pernod-Ricard (July 1997 to present).
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NORMAN C. FRANCIS
- ------------------------------------------------------------------------------------------------------------------------------
Xavier University of Louisiana           Director of Equitable Life since March 1989. President of Xavier University of
7325 Palmetto Street                     Louisiana; Director, First National Bank of Commerce, New Orleans, LA, Piccadilly
New Orleans, LA 70125                    Cafeterias, Inc., and Entergy Corporation.
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DONALD J. GREENE
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LeBoeuf, Lamb, Greene & MacRae, L.L.P.   Director of Equitable Life since July 1991. Partner, LeBoeuf, Lamb, Greene & MacRae,
125 West 55th Street L.L.P.              Director of AXA Financial since May 1992.
New York, NY 10019-4513
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</TABLE>

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DIRECTORS (CONTINUED)
<TABLE>
<CAPTION>

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 NAME AND PRINCIPAL BUSINESS ADDRESS    BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------
JOHN T. HARTLEY
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<S>                                    <C>
1025 NASA Boulevard                    Director of Equitable Life since August 1987. Currently a Director and retired
Melbourne, FL 32919                    Chairman and Chief Executive Officer of Harris Corporation (retired July 1995);
                                       previously held other officerships with Harris Corporation. Director of AXA
                                       Financial since May 1992; Director of the McGraw Hill Companies.
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JOHN H.F. HASKELL JR.
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SBC Warburg Dillon Read LLC            Director of Equitable Life since July 1992; Director of AXA Financial since July 1992;
535 Madison Avenue                     Managing Director of Warburg Dillon Read LLC, and member of its Board of Directors;
New York, NY 10022                     Chairman, Supervisory Board, Dillon Read (France) Gestion (until 1998); Director, Pall
                                       Corporation (November 1998 to present), and Dillon, Read Limited.
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MARY R. (NINA) HENDERSON
- ------------------------------------------------------------------------------------------------------------------------------
Bestfoods Grocery                      Director of Equitable Life since December 1996. President of Bestfoods Grocery
BESTFOODS                              (formerly CPC Specialty Markets Group); Vice President, BESTFOODS (formerly CPC
International Plaza                    International, Inc.) since 1993. Prior thereto, President of CPC Specialty Markets
700 Sylvan Avenue                      Group. Director of AXA Financial since December 1996; Director, Hunt Corporation.
Englewood Cliffs, NJ 07632-9976
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W. EDWIN JARMAIN
- ------------------------------------------------------------------------------------------------------------------------------
Jarmain Group Inc.                     Director of Equitable Life since July 1992. President of Jarmain Group Inc. and officer
121 King Street West                   or director of several affiliated companies. Chairman and Director of FCA
Suite 2525                             International Ltd. (until May 1998). Director of various AXA affiliated companies and
Toronto, Ontario M5H 3T9               National Mutual Holdings Limited (July 1998-Present; Alternate Director, the National
Canada                                 Mutual Life Association of Australasia Limited (until 1998); National Mutual Asia
                                       Limited and National Mutual Insurance Company Limited, Hong Kong (February 1997
                                       to present). Previously held other officerships with FCA International. Director of AXA
                                       Financial since July 1992.
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GEORGE T. LOWY
- ------------------------------------------------------------------------------------------------------------------------------
Cravath, Swaine & Moore                Director of Equitable Life since July 1992. Partner, Cravath, Swaine & Moore.
825 Eighth Avenue                      Director, Eramet.
New York, NY 10019
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DIDIER PINEAU-VALENCIENNE
- ------------------------------------------------------------------------------------------------------------------------------
Schneider S.A.                         Director of Equitable Life since February 1996. Former Chairman and Chief Executive
64/70, Avenue Jean-Baptiste Clement    Officer of Schneider S.A. as of February 1999, Honorary Chairman. Chairman or
92646 Boulogne-Billancourt Cedex       director of numerous subsidiaries and affiliated companies of Schneider and AXA
France                                 Financial. Director of the Company and Equitable Life from July 1992 to February
                                       1995. Member, Supervisory Board, AXA and Lagardere ERE; Director, CGIP, Sema Group
                                       PLC and Rhone-Poulenc, SA; Member of European Advisory Board of Bankers Trust
                                       Company, Supervisory Board of Banque Paribas (until 1998) and Advisory Boards
                                       of Bankers Trust Company, Booz Allen & Hamilton (USA) and Banque de France.
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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42 DIRECTORS AND PRINCIPAL OFFICERS
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DIRECTORS (CONTINUED)

<TABLE>
<CAPTION>
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NAME AND PRINCIPAL BUSINESS ADDRESS    BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------
GEORGE J. SELLA, JR.
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>
P.O. Box 397                           Director of Equitable Life since May 1987. Retired Chairman and Chief Executive
Newton, NJ 07860                       Officer of American Cyanamid Company (retired April 1993); previously held other
                                       officerships with American Cyanamid. Director of AXA Financial, since May 1992.
- ------------------------------------------------------------------------------------------------------------------------------
PETER J. TOBIN
- ------------------------------------------------------------------------------------------------------------------------------
St. John's University                  Director of Equitable Life since March 1999; Dean, College of Business
8000 Utopia Parkway                    Administration, St. John's University (since August 1998); Chief Financial Officer,
Jamaica, NY 11439                      Chase Manhattan Corp. (1985 to 1997).
- ------------------------------------------------------------------------------------------------------------------------------
DAVE H. WILLIAMS
- ------------------------------------------------------------------------------------------------------------------------------
Alliance Capital Management            Director of Equitable Life since March 1991. Chairman and Chief Executive Officer of
Corporation                            Alliance until January 1999 and Chairman or Director of numerous subsidiaries and
1345 Avenue of the Americas            affiliated companies of Alliance. Senior Executive Vice President of AXA since January
New York, NY 10105 1997.               Director of AXA Financial, since May 1992.
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


- --------------------------------------------------------------------------------
                                            DIRECTORS AND PRINCIPAL OFFICERS  43
- --------------------------------------------------------------------------------



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

OFFICERS-DIRECTORS

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL BUSINESS ADDRESS    BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>
- ----------------------------------------------------------------------------------------------------------------------------------
MICHAEL HEGARTY
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Director of Equitable Life since January 1998. President since January 1998 and Chief
                                       Operating Officer since February 1998, Equitable Life. Vice Chairman since April 1998,
                                       Senior Executive Vice President (January 1998 to April 1998), and Director and Chief
                                       Operating Officer (both since January 1998), AXA Financial. 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") (since March 1998). Director, Equitable Capital Management
                                       Corporation ("ECMC") (since March 1998), Alliance and DLJ (both May 1998 to Present).
- ----------------------------------------------------------------------------------------------------------------------------------
EDWARD D. MILLER
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Director of Equitable Life since August 1997. Chairman of the Board since January 1998,
                                       Chief Executive Officer since August 1997, President (August 1997 to January 1998),
                                       Equitable Life. Director, President and Chief Executive Officer, all since August 1997,
                                       AXA Financial. Senior Executive Vice President and Member of the Executive Committee,
                                       AXA; 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), ACMC, Inc. (since March 1998), and AXA Canada (since
                                       September 1998). Director, Chairman, President and Chief Executive Officer since March
                                       1998, EIC. Director, KeySpan Energy.
- ----------------------------------------------------------------------------------------------------------------------------------
STANLEY B. TULIN
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Director and Vice Chairman of the Board since February 1998, and Chief Financial
                                       Officer since May 1996, Equitable Life. Senior Executive Vice President until February
                                       1998, and Chief Financial Officer since May 1997, AXA Financial. Vice President until
                                       1998, EQ ADVISORS TRUST. Director, Alliance (since July 1997), and DLJ (since June
                                       1997). Prior thereto, Chairman, Insurance Consulting and Actuarial Practice, Coopers &
                                       Lybrand, L.L.P.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
44 DIRECTORS AND PRINCIPAL OFFICERS
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
OTHER OFFICERS

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL BUSINESS ADDRESS    BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>
- ----------------------------------------------------------------------------------------------------------------------------------
LEON B. BILLIS
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Executive Vice President (since February 1998) and Chief Information Officer (since
                                       November 1994), Equitable Life. Previously held other officerships with Equitable Life;
                                       Director, J.M.R. Realty Services, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
DERRY E. BISHOP
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Executive Vice President (since September 1998), Chief Agency Officer, (since December
                                       1997), and Senior Vice President (January 1995 to September 1998), Equitable Life;
                                       Director (since January 1995) and Executive Vice President (since November 1994), EQ
                                       Financial Consultants, Inc. ("EQF").
- ----------------------------------------------------------------------------------------------------------------------------------
HARVEY BLITZ
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Senior Vice President, Equitable Life. Senior Vice President, AXA Financial. Director,
                                       The Equitable of Colorado, Inc.. Vice President and Chief Financial Officer since
                                       March 1997, EQ ADVISORS TRUST. Director and Chairman, Frontier Trust Company
                                       ("Frontier"). Executive Vice President since November 1996 and Director, EQF.
                                       Director until May 1996, Equitable Distributors, Inc. ("EDI"). Director and Senior Vice
                                       President, EquiSource. Director and Officer of various Equitable Life affiliates.
                                       Previously held other officerships with Equitable Life and its affiliates.
- ----------------------------------------------------------------------------------------------------------------------------------
KEVIN R. BYRNE
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Senior Vice President and Treasurer, Equitable Life and AXA Financial. Treasurer, EIC
                                       (since June 1997), EquiSource and Frontier. President and Chief Executive Officer
                                       (since September 1997), and prior thereto, Vice President and Treasurer, Equitable
                                       Casualty Insurance Company ("Casualty"). Vice President and Treasurer, EQ ADVISORS
                                       TRUST (since March 1997). Director, Chairman, President and Chief Executive Officer,
                                       Equitable JV Holdings (since August 1997). Director (since July 1997), and Senior Vice
                                       President and Chief Financial Officer (since April 1998), ACMC and ECMC. Previously
                                       held other officerships with Equitable Life and its affiliates.
- ----------------------------------------------------------------------------------------------------------------------------------
JOHN A. CAROSELLI
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Executive Vice President (since September 1998), Equitable Life; Senior Vice President,
                                       Equitable Life (February 1998 to September 1998); Senior Vice President, Chase
                                       Manhattan Corp. (1996 to 1998); Vice President, Chemical Bank (1991 to 1996).
- ----------------------------------------------------------------------------------------------------------------------------------
JUDY A. FAUCETT
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Senior Vice President, Equitable Life, (since September 1996) and Actuary (September
                                       1996 to December 1998). Partner and Senior Actuarial Consultant, Coopers &
                                       Lybrand L.L.P. (January 1989 to August 1996).
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
                                             DIRECTORS AND PRINCIPAL OFFICERS 45
- --------------------------------------------------------------------------------



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

OTHER OFFICERS (CONTINUED)

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
 NAME AND PRINCIPAL BUSINESS ADDRESS    BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>
- ----------------------------------------------------------------------------------------------------------------------------------
ALVIN H. FENICHEL
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Senior Vice President and Controller, Equitable Life and AXA Financial. Senior Vice
                                       President and Chief Financial Officer, The Equitable of Colorado, Inc., since March
                                       1997. Previously held other officerships with Equitable Life and its affiliates.
- ----------------------------------------------------------------------------------------------------------------------------------
PAUL J. FLORA
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Senior Vice President and Auditor, Equitable Life. Vice President and Auditor, AXA
                                       Financial.

- ----------------------------------------------------------------------------------------------------------------------------------
ROBERT E. GARBER
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Executive Vice President and General Counsel, Equitable Life and AXA Financial.
                                       Previously held other officerships with Equitable Life and its affiliates.

- ----------------------------------------------------------------------------------------------------------------------------------
MARK A. HUG
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Senior Vice President since April 1997, Equitable Life. Prior thereto, Vice President,
                                       Aetna.

- ----------------------------------------------------------------------------------------------------------------------------------
DONALD R. KAPLAN
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Senior Vice President and Chief Compliance Officer and Associate General Counsel,
                                       Equitable Life. Previously held other officerships with Equitable Life.

- ----------------------------------------------------------------------------------------------------------------------------------
MICHAEL S. MARTIN
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Executive Vice President (since September 1998) and Chief Marketing Officer (since
                                       December 1997). Prior thereto, Senior Vice President and Chief Marketing Officer,
                                       Equitable Life. Chairman and Chief Executive Officer, EQF. Vice President, EQ
                                       ADVISORS TRUST (until April 1998) and THE HUDSON RIVER TRUST. Director,
                                       Equitable Underwriting and Sales Agency (Bahamas), Ltd. and EquiSource; Director
                                       and Executive Vice President (since December 1998), Colorado; prior thereto, Director
                                       and Senior Vice President. Previously held other officerships with Equitable Life and
                                       its affiliates.

- ----------------------------------------------------------------------------------------------------------------------------------
RICHARD J. MATTEIS
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Executive Vice President, Equitable Life (since May 1998); Executive Vice
                                       President, Chase Manhattan Corporation (January 1983 to June 1997); Director,
                                       EQF (since October 1998).

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


<PAGE>

- --------------------------------------------------------------------------------
46 DIRECTORS AND PRINCIPAL OFFICERS
- --------------------------------------------------------------------------------



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

OTHER OFFICERS (CONTINUED)

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL BUSINESS ADDRESS    BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>
- ----------------------------------------------------------------------------------------------------------------------------------
PETER D. NORIS
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Executive Vice President and Chief Investment Officer, Equitable Life. Executive Vice
                                       President since May 1995 and Chief Investment Officer since July 1995, AXA
                                       Financial. Trustee, THE HUDSON RIVER TRUST, and Chairman, President and Trustee
                                       since March 1997, EQ ADVISORS TRUST. Director, Alliance, and Equitable Real Estate
                                       (until June 1997). Executive Vice President, EQF, since November 1996. Director,
                                       EREIM Managers Corp. (since July 1997), and EREIM LP Corp. (since October 1997).
                                       Prior to May 1995, Vice President/Manager, Insurance Companies Investment
                                       Strategies Group, Salomon Brothers, Inc.

- ----------------------------------------------------------------------------------------------------------------------------------
BRIAN S. O'NEIL
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Executive Vice President, Equitable Life (since June 1998); Director of Investment, AXA
                                       Investment Management (January 1998 to June 1998); Chief Investment Officer, AXA
                                       Investment Management (July 1995 to January 1998).

- ----------------------------------------------------------------------------------------------------------------------------------
ANTHONY C. PASQUALE
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Senior Vice President, Equitable Life. Director, Chairman and Chief Operating Officer,
                                       Casualty, (since September 1997). Director, Equitable Agri-Business, Inc. (until
                                       June 1997). Previously held other officerships with Equitable Life and its affiliates.

- ----------------------------------------------------------------------------------------------------------------------------------
PAULINE SHERMAN
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Senior Vice President (since February 1999); Vice President, Secretary and Associate
                                       General Counsel, Equitable Life and AXA Financial, since September 1995. Previously
                                       held other officerships with Equitable Life.

- ----------------------------------------------------------------------------------------------------------------------------------
RICHARD V. SILVER
- ----------------------------------------------------------------------------------------------------------------------------------

                                       Senior Vice President (since February 1995) and Deputy General Counsel (since June
                                       1996), Equitable Life. Senior Vice President and Associate General Counsel (since
                                       September 1996), AXA Financial. Director, EQF. Senior Vice President and General
                                       Counsel, EIC (June 1997 to March 1998). Previously held other officerships with
                                       Equitable Life and its affiliates.

- ----------------------------------------------------------------------------------------------------------------------------------
JOSE S. SUQUET
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Senior Executive Vice President (since February 1998), Chief Distribution Officer
                                       (since December 1997) and Chief Agency Officer (August 1994 to December 1997),
                                       Equitable Life. Prior thereto, Agency Manager. Executive Vice President since May 1996,
                                       AXA Financial. Vice President since March 1998, THE HUDSON RIVER TRUST. Chairman (since
                                       December 1997), EDI.

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


<PAGE>

- --------------------------------------------------------------------------------
                                             DIRECTORS AND PRINCIPAL OFFICERS 47
- --------------------------------------------------------------------------------



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

OTHER OFFICERS (CONTINUED)

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL BUSINESS ADDRESS    BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>
- ----------------------------------------------------------------------------------------------------------------------------------
GREGORY G. WILCOX
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Executive Vice President (since September 1998), Senior Vice President (May 1992 to
                                       September 1998), Equitable Life. Senior Vice President (since May 1992), AXA
                                       Financial.

- ----------------------------------------------------------------------------------------------------------------------------------
R. LEE WILSON
- ----------------------------------------------------------------------------------------------------------------------------------
                                       Executive Vice President (since May 1998) and Deputy Chief Financial Officer (since
                                       September 1998), Equitable Life. Prior thereto, Executive Vice President, Chase
                                       Manhattan Bank.

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


<PAGE>

- --------------------------------------------------------------------------------
48 FINANCIAL STATEMENTS OF SEPARATE ACCOUNT FP AND EQUITABLE LIFE
- --------------------------------------------------------------------------------

8
Financial Statements of Separate Account FP and Equitable Life

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

 The financial statements of Separate Account FP as of December 31, 1998 and for
 each of the three years in the period ended December 31, 1998 and the financial
 statements of Equitable Life as of December 31, 1998 and 1997 and for each of
 the three years in the period ended December 31, 1998 included in this
 prospectus have been so included in reliance on the reports of
 PricewaterhouseCoopers LLP, independent accountants, given on the authority of
 such firm as experts in accounting and auditing. The financial statements of
 Separate Account FP and Equitable Life as of June 30, 1999 are unaudited. The
 financial statements of Equitable Life have relevance for the policies only to
 the extent that they bear upon the ability of Equitable Life to meet its
 obligations under the policies.


<PAGE>

INDEX TO FINANCIAL STATEMENTS

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

<TABLE>

<S>                                                                                                                     <C>
Report of Independent Accountants..................................................................................      FSA-2
Financial Statements:
   Statements of Assets and Liabilities, December 31, 1998.........................................................      FSA-3
   Statements of Operations for the Years Ended December 31, 1998, 1997 and 1996...................................      FSA-4
   Statements of Changes in Net Assets for the Years Ended December 31, 1998, 1997 and 1996........................      FSA-7
   Notes to Financial Statements...................................................................................     FSA-10


Unaudited Financial Statements:
   Statements of Assets and Liabilities, June 30, 1999.............................................................     FSA-13
   Statements of Operations for the Six Months Ended June 30, 1999.................................................     FSA-15
   Statements of Changes in Net Assets for the Six Months Ended June 30, 1999......................................     FSA-17
   Notes to Financial Statements...................................................................................     FSA-19


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

Report of Independent Accountants..................................................................................        F-1
Consolidated Financial Statements:
   Consolidated Balance Sheets, December 31, 1998 and 1997.........................................................        F-2
   Consolidated Statements of Earnings, Years Ended December 31, 1998, 1997 and 1996...............................        F-3
   Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1998, 1997 and 1996...................        F-4
   Consolidated Statements of Cash Flows, Years Ended December 31, 1998, 1997 and 1996.............................        F-5
   Notes to Consolidated Financial Statements......................................................................        F-6


Unaudited Consolidated Financial Statements:
   Consolidated Balance Sheets, June 30, 1999 and December 31, 1998................................................       F-42
   Consolidated Statements of Earnings for the Three and Six Months Ended June 30, 1999 and 1998...................       F-43
   Consolidated Statements of Shareholder's Equity for the Six Months Ended June 30, 1999 and 1998.................       F-44
   Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1999 and 1998...........................       F-45
   Notes to Consolidated Financial Statements......................................................................       F-46

</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 High Yield Fund, Alliance Common Stock Fund, Alliance Aggressive Stock
Fund, Alliance Small Cap Growth Fund, (collectively "Hudson River Trust funds")
and the Merrill Lynch Basic Value Equity Fund, Merrill Lynch World Strategy
Fund, MFS Research Fund, MFS Emerging Growth Companies Fund, Morgan Stanley
Emerging Markets Equity Fund and EQ/Putnam Growth & Income Value Fund,
(collectively "EQ Advisors Trust funds"), 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, 1998 and the results of each of their operations and
changes in each of their net assets for each of 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, 1998 with the
transfer agent, provide a reasonable basis for the opinion expressed above.



PricewaterhouseCoopers LLP
New York, New York
February 8, 1999


                                      FSA-2


<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998

<TABLE>
<CAPTION>

                                         ------------------------------------------------------------------------------------------
                                            ALLIANCE         ALLIANCE           ALLIANCE          ALLIANCE
                                             MONEY             HIGH              COMMON          AGGRESSIVE         ALLIANCE
                                             MARKET            YIELD             STOCK              STOCK           SMALL CAP
                                              FUND             FUND               FUND              FUND           GROWTH FUND
                                         ---------------   --------------   -----------------   --------------    --------------

ASSETS
Investments in shares of
  the Trusts -- at market
  value (Notes 2 and 6)
   <S>                                     <C>              <C>               <C>               <C>                 <C>
   Cost:  $  252,036,846..............     $253,573,296
             191,596,765..............                      $170,697,910
           2,256,517,409..............                                        $2,945,826,613
             945,225,569..............                                                           $971,940,783
              40,047,285..............                                                                              $48,828,240
Receivable for Trust shares sold......               --               --                  --       15,756,667        12,471,839
Receivable for policy-related
   transactions.......................       17,848,216               --           3,228,813               --                --
                                         ---------------   --------------   -----------------   --------------    --------------
Total Assets..........................      271,421,512      170,697,910       2,949,055,426      987,697,450        61,300,079
                                         ---------------   --------------   -----------------   --------------    --------------

LIABILITIES
Payable for Trust shares purchased....       16,331,370           35,027           5,828,987               --                --
Payable for policy-related                           --
   transactions.......................                           289,889                  --       16,503,396        12,640,148
Amount retained by Equitable Life
   in Separate Account
   FP (Note 4)........................          414,349          136,603             699,865          415,973           188,682
                                         ---------------   --------------   -----------------   --------------    --------------
Total Liabilities.....................       16,745,719          461,519           6,528,852       16,919,369        12,828,830
                                         ---------------   --------------   -----------------   --------------    --------------
NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS....................     $254,675,793     $170,236,391      $2,942,526,574     $970,778,081       $48,471,249
                                         ===============   ==============   =================   ==============    ==============


                                    ------------------------------------------------------------------------------------------------
                                        MERRILL         MERRILL                            MFS          MORGAN
                                       LYNCH BASIC      LYNCH                           EMERGING       STANLEY        EQ/PUTNAM
                                         VALUE          WORLD                            GROWTH        EMERGING         GROWTH &
                                         EQUITY        STRATEGY       MFS RESEARCH      COMPANIES       MARKETS      INCOME VALUE
                                          FUND           FUND            FUND             FUND        EQUITY FUND         FUND
                                     -------------   -------------   --------------   -------------   ------------   --------------

ASSETS
Investments in shares of
  the Trusts -- at market
  value (Notes 2 and 6)
   <S>                                <C>              <C>             <C>             <C>             <C>             <C>
   Cost:  $   20,272,609...........   $20,180,650
               4,940,984...........                    $5,128,718
              24,727,882...........                                    $28,040,945
              49,044,186...........                                                    $56,040,636
              12,317,395...........                                                                    $9,374,762
              15,594,112...........                                                                                    $16,754,714
Receivable for Trust shares sold...        10,202              --               --       1,181,194             --               --
Receivable for policy-related
   transactions....................            --           7,652           63,970              --             --               --
                                     -------------   -------------   --------------   -------------   ------------   --------------
Total Assets.......................    20,190,852       5,136,370       28,104,915      57,221,557      9,374,762       16,754,714
                                     -------------   -------------   --------------   -------------   ------------   --------------

LIABILITIES
Payable for Trust shares purchased.            --              --           82,934              --         18,854            3,033
Payable for policy-related
   transactions....................        29,458              --               --       1,224,733          7,369            8,426
Amount retained by Equitable Life
   in Separate Account
   FP (Note 4).....................        76,304       1,365,122           60,594          31,895      2,334,195          106,949
                                     -------------   -------------   --------------   -------------   ------------   --------------
Total Liabilities..................       105,762       1,372,779          143,528       1,256,628      2,360,418          118,408
                                     -------------   -------------   --------------   -------------   ------------   --------------
NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.................   $20,085,090      $3,763,591      $27,961,387     $55,964,929     $7,014,344      $16,636,306
                                     =============   =============   ==============   =============   ============   ==============
</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 OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                    ------------------------------------------------------------------------------
                                                             ALLIANCE MONEY MARKET                    ALLIANCE HIGH YIELD
                                                                      FUND                                    FUND
                                                    ------------------------------------ ---------------------------------------
                                                      1998            1997      1996         1998          1997         1996
                                                    ------------ ---------- -----------  -------------- -----------  ------------
<S>                                                 <C>              <C>         <C>          <C>           <C>          <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts...................  $10,719,684  $9,754,675  $9,126,793   $ 18,449,747  $12,918,934  $ 8,696,039
   Expenses (Note 3):
      Mortality and expense risk charges..........    1,204,220   1,101,168   1,025,149      1,007,106      789,982      518,429
                                                    ------------ ----------- ----------- -------------- ------------ ------------
NET INVESTMENT INCOME (LOSS)......................    9,515,464   8,653,507   8,101,644     17,442,641   12,128,952    8,177,610
                                                    ------------ ----------- ----------- -------------- ------------ ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.........     (161,314)   (513,800)   (110,954)    (2,344,392)     936,554      939,559
      Realized gain distribution from the Trusts..        7,750      13,435          --      3,396,523    6,365,633    6,119,053
                                                    ------------ ----------- ----------- -------------- ------------ ------------
NET REALIZED GAIN (LOSS)..........................     (153,564)   (500,365)   (110,954)     1,052,131    7,302,187    7,058,612
                                                    ------------ ----------- ----------- -------------- ------------ ------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period.........................      804,349      24,023      89,976      8,622,836    5,664,824    3,823,981
      End of period...............................    1,536,450     804,349      24,023    (20,898,854)   8,622,836    5,664,824
                                                    ------------ ----------- ----------- -------------- ------------ ------------
   Change in unrealized appreciation
      (depreciation)
      during the period...........................      732,101     780,326     (65,953)   (29,521,690)   2,958,012    1,840,843
                                                    ------------ ----------- ----------- -------------- ------------ ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS.................................      578,537     279,961    (176,907)   (28,469,559)  10,260,199    8,899,455
                                                    ============ =========== =========== ============== ============ ============
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS......................  $10,094,001  $8,933,468  $7,924,737   $(11,026,918) $22,389,151  $17,077,065
                                                    ============ =========== =========== ============== ============ ============


                                                           --------------------------------------------
                                                                   ALLIANCE COMMON STOCK
                                                                            FUND
                                                            -------------------------------------------
                                                                 1998              1997           1996
                                                            -------------- ------------- -------------
<S>                                                              <C>           <C>           <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts............................  $ 15,939,680  $ 10,668,337  $ 11,773,551
   Expenses (Note 3):
      Mortality and expense risk charges...................    14,600,706    11,435,936     8,267,795
                                                            -------------- ------------- -------------
NET INVESTMENT INCOME (LOSS)...............................     1,338,974      (767,599)    3,505,756
                                                            -------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments..................   169,109,310    53,841,049    30,128,838
      Realized gain distribution from the Trusts...........   353,834,250   164,814,473   157,423,606
                                                            -------------- ------------- -------------
NET REALIZED GAIN (LOSS)...................................   522,943,560   218,655,522   187,552,444
                                                            -------------- ------------- -------------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period..................................   567,231,009   294,432,897   181,824,279
      End of period........................................   689,309,204   567,231,009   294,432,897
                                                            -------------- ------------- -------------
   Change in unrealized appreciation (depreciation)
      during the period....................................   122,078,195   272,798,112   112,608,618
                                                            -------------- ------------- -------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..........................................   645,021,755   491,453,634   300,161,062
                                                            ============== ============= =============
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS...............................  $646,360,729  $490,686,035  $303,666,818
                                                            ============== ============= =============
</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 (Continued)
FOR THE YEARS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                             -----------------------------------------------------------------------
                                                                                                                 ALLIANCE SMALL
                                                                        ALLIANCE AGGRESSIVE STOCK                  CAP GROWTH
                                                                                   FUND                               FUND
                                                             ---------------------------------------------  ------------------------
                                                               1998               1997            1996            1998*        1997*
                                                             -------------  -------------   -------------   -----------   ----------
<S>                                                          <C>            <C>             <C>             <C>           <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts...........................    $  4,461,38    $  1,311,613    $  1,661,263    $    4,062    $   4,189
   Expenses (Note 3):
      Mortality and expense risk charges..................      5,581,296      5,299,127       4,086,388       215,285       41,540
                                                             -------------  -------------   -------------   -----------   ----------
NET INVESTMENT INCOME (LOSS)..............................     (1,119,907)    (3,987,514)     (2,425,125)     (211,223)     (37,351)
                                                             -------------  -------------   -------------   -----------   ----------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.................    (39,688,312)    28,217,939      30,549,608    (7,585,521)    (609,208)
      Realized gain distribution from the Trusts..........     46,528,461     79,729,154     133,080,595            --      545,833
                                                             -------------  -------------   -------------   -----------   ----------

NET REALIZED GAIN (LOSS)..................................      6,840,149    107,947,093     163,630,203    (7,585,521)     (63,375)
                                                             -------------  -------------   -------------   -----------   ----------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period.................................     32,695,620     46,617,235      80,271,118       771,812           --
      End of period.......................................     26,715,214     32,695,620      46,617,235     8,780,955      771,812
                                                             -------------  -------------   -------------   -----------   ----------
   Change in unrealized appreciation (depreciation)
      during the period...................................     (5,980,406)   (13,921,615)    (33,653,883)    8,009,143      771,812
                                                             -------------  -------------   -------------   -----------   ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS.........................................        859,743     94,025,478     129,976,320       423,622      708,437
                                                             =============  =============   =============   ===========   ==========
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS........................................   $   (260,164)  $ 90,037,964    $127,551,195    $  212,399    $ 671,086
                                                             =============  =============   =============   ===========   ==========


                                                             -----------------------------
                                                                        MERILL LYNCH
                                                                        BASIC VALUE
                                                                        EQUITY FUND
                                                             -----------------------------
                                                                  1998            1997*
                                                             -------------   -------------
<S>                                                                <C>             <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts...........................      $ 192,441       $  35,810
   Expenses (Note 3):
      Mortality and expense risk charges..................         66,427           9,349
                                                             -------------   -------------
NET INVESTMENT INCOME (LOSS)..............................        126,014          26,461
                                                             -------------   -------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.................        207,032           6,656
      Realized gain distribution from the Trusts..........        667,083          33,738

                                                             -------------   -------------
NET REALIZED GAIN (LOSS)..................................        874,115          40,394
                                                             -------------   -------------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period.................................        135,003              --
      End of period.......................................        (91,959)        135,003
                                                             -------------   -------------
   Change in unrealized appreciation (depreciation)
      during the period...................................      (226,962)         135,003
                                                             -------------   -------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS.........................................        647,153         175,397
                                                             -------------   -------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS........................................      $ 773,167        $201,858
                                                             =============   =============
</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-5
<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>
                                                      -----------------------------------------------------------------------------
                                                                                                            MFS EMERGING
                                                      MERRILL LYNCH WORLD         MFS RESEARCH            GROWTH COMPANIES
                                                         STRATEGY FUND                FUND                      FUND
                                                      ----------------------- ---------------------- -----------------------------
                                                       1998         1997*      1998        1997*          1998           1997*
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
<S>                                                    <C>          <C>       <C>          <C>       <C>                 <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts......................  $ 36,750     $ 17,124  $   71,137   $ 20,442  $       969         $ 24,358
   Expenses (Note 3):
      Mortality and expense risk charges..............   12,469        2,678      86,044     13,127          157,484       18,835
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
NET INVESTMENT INCOME (LOSS)..........................   24,281       14,446     (14,907)     7,315         (156,515)       5,523
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.............   19,432       (3,626)    494,412      6,989        4,270,964      161,034
      Realized gain distribution from the Trusts......       --       38,995          --     81,156               --      296,998
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
NET REALIZED GAIN (LOSS)..............................   19,432       35,369     494,412     88,145        4,270,964      458,032
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period............................   (37,926)          --     249,382         --          171,320           --
      End of period..................................   187,734      (37,926)  3,313,063    249,382        6,996,177      171,320
                                                      ---------- ------------ ----------- ---------- ---------------- ------------
   Change in unrealized appreciation (depreciation)
      during the period..............................   225,660      (37,926)  3,063,681    249,382        6,824,857      171,320
                                                      ---------- ------------ ----------- ---------- ---------------- ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS....................................   245,092       (2,557)  3,558,093    337,527       11,095,821      629,352
                                                      ---------  -----------  ----------- ---------- ---------------- ------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS...................................  $269,373     $ 11,889  $3,543,186   $344,842      $10,939,306     $634,875
                                                      ========== ============ =========== ========== ================ ============


                                                      -----------------------------------------------------------
                                                            MORGAN STANLEY                   EQ/PUTNAM
                                                        EMERGING MARKETS EQUITY        GROWTH & INCOME VALUE
                                                                 FUND                          FUND
                                                      ------------------------------- ---------------------------
                                                          1998           1997**           1998         1997*
                                                      -------------- ---------------- -------------- ------------
<S>                                                      <C>             <C>             <C>            <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts......................    $   37,240      $    16,623     $  143,999     $ 33,273
   Expenses (Note 3):
      Mortality and expense risk charges..............       23,921            2,862         56,995        9,655
                                                      -------------- ---------------- -------------- ------------
NET INVESTMENT INCOME (LOSS)..........................       13,319           13,761         87,004       23,618
                                                      -------------- ---------------- -------------- ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.............     (637,290)         (14,566)       209,398        1,078
      Realized gain distribution from the Trusts......           --               --        130,047       27,226
                                                      -------------- ---------------- -------------- ------------
NET REALIZED GAIN (LOSS)..............................     (637,290)         (14,566)       339,445       28,304
                                                      -------------- ---------------- -------------- ------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period............................    (1,079,388)              --        269,561           --
      End of period..................................    (2,942,633)      (1,079,388)     1,160,602      269,561
                                                      -------------- ---------------- -------------- ------------
   Change in unrealized appreciation (depreciation)
      during the period..............................    (1,863,245)      (1,079,388)       891,041      269,561
                                                      -------------- ---------------- -------------- ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS....................................    (2,500,535)      (1,093,954)     1,230,486      297,865
                                                      -------------- ---------------- -------------- ------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS...................................   $(2,487,216)     $(1,080,193)    $1,317,490     $321,483
                                                      ============== ================ ============== ============
</TABLE>

- -------------------------
See Notes to Financial Statements.
*   Commencement of Operations on May 1, 1997.
**  Comencement of Operations on August 20, 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 CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                              --------------------------------------------------------------------------------------
                                                          ALLIANCE MONEY MARKET                     ALLIANCE HIGH YIELD
                                                                 FUND                                        FUND
                                              -------------------------------------------- -----------------------------------------
                                                   1998           1997           1996          1998          1997          1996
                                              -------------- -------------- -------------- ------------- ------------- -------------
<S>                                           <C>            <C>             <C>           <C>           <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss).............  $   9,515,464  $   8,653,507   $  8,101,644  $ 17,442,641  $ 12,128,952  $  8,177,610
   Net realized gain (loss).................       (153,564)      (500,365)      (110,954)    1,052,131     7,302,187     7,058,612
   Change in unrealized appreciation
      (depreciation) on investments.........        732,101        780,326        (65,953)  (29,521,690)    2,958,012     1,840,843
                                              -------------- -------------- -------------- ------------- ------------- -------------
   Net increase (decrease) in net assets
      from operations.......................      10,094,001      8,933,468      7,924,737   (11,026,918)   22,389,151   17,077,065
                                              -------------- -------------- -------------- ------------- ------------- -------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)....................     229,608,273    234,059,930    101,890,108    36,502,918    26,933,221   19,454,716
   Benefits and other policy-related
      transactions (Note 3).................    (41,370,215)   (40,687,124)   (38,404,209)  (20,288,710)  (14,530,462)  (16,165,764)
   Net transfers among funds and
      guaranteed interest account...........   (128,607,686)  (259,049,840)   (36,607,946)    2,677,159    26,385,799     9,301,980
                                              ------------- -------------- --------------- ------------- ------------- -------------
   Net increase (decrease) in net assets
      from policy-related transactions......     59,630,372    (65,677,034)    26,877,953    18,891,177    38,788,558    12,590,932
                                              -------------- -------------- -------------- ------------- ------------- -------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).............       (128,382)       (49,726)       (63,127)       (6,237)     (189,179)     (209,120)
                                              -------------- -------------- -------------- ------------- ------------- -------------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.............     69,595,991    (56,793,292)    34,739,563     7,858,022    60,988,530    29,458,877
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD......................    185,079,802    241,873,094    207,133,531   162,378,369   101,389,839    71,930,962
                                              -------------- -------------- -------------- ------------- ------------- -------------
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   END OF PERIOD............................  $ 254,675,793  $ 185,079,802   $241,873,094  $170,236,391  $162,378,369  $101,389,839
                                              ============== ============== ============== ============= ============= =============


                                              -------------------------------------------------------------
                                                                  ALLIANCE COMMON STOCK
                                                                         FUND
                                               ------------------------------------------------------------
                                                      1998               1997                 1996
                                               ------------------- ------------------- --------------------

<S>                                                <C>                 <C>                  <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss).............      $    1,338,974      $     (767,599)      $    3,505,756
   Net realized gain (loss).................         522,943,560         218,655,522          187,552,444
   Change in unrealized appreciation
      (depreciation) on investments.........         122,078,195         272,798,112          112,608,618
                                              ------------------- ------------------- --------------------
   Net increase (decrease) in net assets
      from operations.......................         646,360,729         490,686,035          303,666,818
                                              ------------------- ------------------- --------------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)....................         322,874,015         282,279,826          271,193,481
   Benefits and other policy-related
      transactions (Note 3).................        (250,079,870)       (199,662,183)        (154,302,728)
   Net transfers among funds and
      guaranteed interest account...........          24,136,275          56,849,823            4,064,266
                                              ------------------- ------------------- --------------------
   Net increase (decrease) in net assets
      from policy-related transactions......          96,930,420         139,467,466          120,955,019
                                              ------------------- ------------------- --------------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).............          (1,609,215)            (86,740)            (429,232)
                                              ------------------- ------------------- --------------------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.............         741,681,934         630,066,761          424,192,605
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD......................       2,200,844,640       1,570,777,879        1,146,585,274
                                              ------------------- ------------------- --------------------
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   END OF PERIOD............................      $2,942,526,574      $2,200,844,640       $1,570,777,879
                                               =================== =================== ====================
</TABLE>

- -------------------------
See Notes to Financial Statements.
+ 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 CHANGES IN NET ASSETS (Continued)
FOR THE YEARS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                           -------------------------------------------------------------------------
                                                                                                               ALLIANCE SMALL
                                                                     ALLIANCE AGGRESSIVE STOCK                   CAP GROWTH
                                                                                FUND                                FUND
                                                           --------------------------------------------- --------------------------
                                                             1998            1997            1996         1998*         1997*
                                                           -------------- --------------- -------------- ------------ -------------
<S>                                                        <C>             <C>            <C>            <C>          <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss).........................   $  (1,119,907)  $  (3,987,514)  $ (2,425,125) $  (211,223)  $   (37,351)
   Net realized gain (loss).............................       6,840,149     107,947,093    163,630,203   (7,585,521)      (63,375)
   Change in unrealized appreciation
      (depreciation) on investments.....................      (5,980,406)    (13,921,615)   (33,653,883)   8,009,143       771,812
                                                           -------------- --------------- -------------- ------------ -------------
   Net increase (decrease) in net assets
      from operations...................................        (260,164)     90,037,964    127,551,195      212,399       671,086
                                                           -------------- --------------- -------------- ------------ -------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)................................     172,792,283     179,662,167    167,830,465   14,863,783     2,947,848
   Benefits and other policy-related
      transactions (Note 3).............................    (115,442,947)   (107,529,554)   (85,246,883)  (3,897,615)     (599,875)
   Net transfers among funds and
      guaranteed interest account.......................     (43,660,488)      1,712,877     28,481,572   15,043,596    19,670,856
                                                           -------------- --------------- -------------- ------------ -------------
   Net increase (decrease) in net assets
      from policy-related transactions..................      13,688,848      73,845,490    111,065,154   26,009,764    22,018,829
                                                           -------------- --------------- -------------- ------------ -------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4).........................         308,967        (442,155)      (205,349)    (116,777)     (324,052)
                                                           -------------- --------------- -------------- ------------ -------------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS.........................      13,737,651     163,441,299    238,411,000   26,105,386    22,365,863
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD..................................     957,040,430     793,599,131    555,188,131   22,365,863            --
                                                           -------------- --------------- -------------- ------------ -------------

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   END OF PERIOD........................................   $ 970,778,081   $ 957,040,430   $793,599,131  $48,471,249   $22,365,863
                                                           ============== =============== ============== ============ =============


                                                     ------------------------------------------------
                                                                                     MERRILL LYNCH
                                                     MERRILL LYNCH BASIC VALUE      WORLD STRATEGY
                                                            EQUITY FUND                  FUND
                                                     ------------------------- ------------------------
                                                         1998        1997*        1998        1997*
                                                     ------------ ------------ ------------ -----------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)..................... $   126,014  $   26,461   $   24,281   $  14,446
   Net realized gain (loss).......................       874,115      40,394       19,432      35,369
   Change in unrealized appreciation
      (depreciation) on investments...............      (226,962)    135,003      225,660     (37,926)
                                                     ------------ ------------ ------------ -----------

   Net increase (decrease) in net assets
      from operations.............................       773,167     201,858      269,373      11,889
                                                     ------------ ------------ ------------ -----------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)..........................     6,388,355   1,097,822    1,050,984     334,133
   Benefits and other policy-related
      transactions (Note 3).......................    (1,430,414)   (135,034)    (294,100)    (41,646)
   Net transfers among funds and
      guaranteed interest account.................     8,794,685   4,661,128    1,271,852   1,374,499
                                                     ------------ ------------ ------------ -----------
   Net increase (decrease) in net assets
      from policy-related transactions............    13,752,626   5,623,916    2,028,736   1,666,986
                                                     ------------ ------------ ------------ -----------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)...................       (62,140)   (204,337)    (119,245)    (94,148)
                                                     ------------ ------------ ------------ -----------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS...................    14,463,653   5,621,437    2,178,864   1,584,727
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD............................     5,621,437          --    1,584,727          --
                                                     ------------ ------------ ------------ -----------
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
  END OF PERIOD...................................   $20,085,090  $5,621,437   $3,763,591   $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-8
<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>
                                                           --------------------------------------------------------------
                                                                                                 MFS EMERGING
                                                                MFS RESEARCH                   GROWTH COMPANIES
                                                                    FUND                             FUND
                                                           --------------------------- ---------------------------------
                                                            1998            1997*           1998             1997*
                                                           ------------ -------------- ---------------- ----------------

<S>                                                        <C>             <C>            <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)..........................  $   (14,907)    $    7,315     $   (156,515)     $     5,523
   Net realized gain (loss)..............................      494,412         88,145        4,270,964          458,032
   Change in unrealized appreciation
      (depreciation) on investments......................    3,063,681        249,382        6,824,857          171,320
                                                           ------------ -------------- ---------------- ----------------
   Net increase (decrease) in net assets
      from operations....................................    3,543,186        344,842       10,939,306          634,875
                                                           ------------ -------------- ---------------- ----------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).................................    6,795,257      1,177,137       11,533,783        1,598,358
   Benefits and other policy-related
      transactions (Note 3)..............................   (1,705,211)      (162,042)      (2,705,605)        (294,924)
   Net transfers among funds and
      guaranteed interest account........................   12,108,388      6,389,251       25,975,152        8,886,415
                                                           ------------ -------------- ---------------- ----------------
   Net increase (decrease) in net assets
      from policy-related transactions...................   17,198,434      7,404,346       34,803,330       10,189,849
                                                           ------------ -------------- ---------------- ----------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)..........................     (208,262)      (321,159)        (153,261)        (449,170)
                                                           ------------ -------------- ---------------- ----------------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS..........................   20,533,358      7,428,029       45,589,375       10,375,554
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD...................................    7,428,029             --       10,375,554               --
                                                           ------------ -------------- ---------------- ----------------

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END OF PERIOD...  $27,961,387     $7,428,029      $55,964,929      $10,375,554
                                                           ============ ============== ================ ================


                                                         ---------------------------------------------------------------
                                                             MORGAN STANLEY                     EQ/PUTNAM
                                                         EMERGING MARKETS EQUITY          GROWTH & INCOME VALUE
                                                                  FUND                             FUND
                                                         ------------------------------- -------------------------------
                                                              1998           1997**            1998           1997*
                                                         -------------- ---------------- --------------- ---------------
<S>                                                      <C>              <C>             <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)......................    $    13,319      $    13,761     $    87,004      $   23,618
   Net realized gain (loss)..........................       (637,290)         (14,566)        339,445          28,304
   Change in unrealized appreciation
      (depreciation) on investments..................     (1,863,245)      (1,079,388)        891,041         269,561
                                                         -------------- ---------------- --------------- ---------------
   Net increase (decrease) in net assets
      from operations................................     (2,487,216)      (1,080,193)      1,317,490         321,483
                                                         -------------- ---------------- --------------- ---------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3).............................      2,442,975          323,739       5,099,897       1,149,748
   Benefits and other policy-related
      transactions (Note 3)..........................       (488,932)          (7,501)     (1,485,166)       (154,351)
   Net transfers among funds and
      guaranteed interest account....................      4,158,460        2,483,527       6,086,532       4,539,465
                                                         -------------- ---------------- --------------- ---------------
   Net increase (decrease) in net assets
      from policy-related transactions...............      6,112,503        2,799,765       9,701,263       5,534,862
                                                         -------------- ---------------- --------------- ---------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)......................        861,681          807,804         (46,809)       (191,983)
                                                         -------------- ---------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO POLICYOWNERS......................      4,486,968        2,527,376      10,971,944       5,664,362
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
   BEGINNING OF PERIOD...............................      2,527,376               --       5,664,362              --
                                                         -------------- ---------------- --------------- ---------------
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS,
END OF PERIOD........................................    $ 7,014,344      $ 2,527,376     $16,636,306      $5,664,362
                                                         ============== ================ =============== ===============
</TABLE>


- ---------------------------
See Notes to Financial Statements.
*   Commencement of Operations on May 1, 1997.
**  Commencement of Operations on on August 20,1997.
+ 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+


NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998

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 contractowners. Alliance Capital Management L.P., an
    indirect, majority-owned subsidiary of Equitable Life, manages The Hudson
    River Trust ("HR Trust") and is investment adviser for all of the investment
    funds of HR Trust. EQ Financial Consultants, Inc. ("EQFC"), and Equitable
    Distributors Inc. ("EDI") are wholly owned subsidiaries of Equitable Life.
    EQFC manages the EQ Advisors Trust ("EQ Trust") and has overall
    responsibility for general management and administration of EQ Trust.

    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 24 investments funds ("Funds") of which 11 are
    reported herein: the Alliance Money Market Fund, the Alliance High Yield
    Fund, the Alliance Common Stock Fund, the Alliance Aggressive Stock Fund,
    the Alliance Small Cap Growth Fund, Merrill Lynch Basic Value Equity Fund,
    Merrill Lynch World Strategy Fund, the MFS Research Fund, the MFS Emerging
    Growth Companies Fund, the Morgan Stanley Emerging Markets Equity Fund, and
    the EQ/Putnam Growth & Income Value Fund. The assets in each fund are
    invested in shares of a corresponding portfolio ("Portfolio") of a mutual
    fund, Class 1B shares of HR Trust or EQ Trust (collectively, the "Trusts").
    Class 1B shares are offered by the Trust at net asset value and are subject
    to fees for investment management and advisory services and other Trust
    expenses. Class 1B shares are subject to distribution fees imposed under a
    distribution plan (herein the "Rule 12b-1 Plans") adopted in 1997 pursuant
    to Rule 12b-1 under the 1940 Act, as amended. The Rule 12b-1 Plans provide
    that the Trusts, on behalf of each Fund, may charge annually up to 0.25% of
    the average daily net assets of a Fund attributable to its Class 1B shares
    in respect of activities primarily intended to result in the sale of the
    Class 1B shares. These fees are reflected in the net asset value of the
    shares. The Trusts are open-ended, diversified management investment
    companies that invest separate account assets of insurance companies. Each
    Portfolio has separate investment objectives.

    EQFC and EDI earn fees from both Trusts under distribution agreements held
    with the Trusts. EQFC also earns fees under an investment management
    agreement with the EQ Trust. Alliance earns fees under an investment
    advisory agreement with the HR Trust.

    The Account supports the operations of various Equitable Life's insurance
    products. These products are sold through both Equitable Life's Agent
    Distribution Channel and Equitable Life's Independent Broker Dealer
    Distribution Channel. These financial statement footnotes discuss the
    products, charges and investment return applicable to those life insurance
    products (Incentive Life Plus & Survivorship 2000) which are sold through
    Equitable's Independent Broker Dealer Distribution Channel.

    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.

    Receivable/payable for policy-related transactions represent amount due
    to/from General Account predominately related to premiums, surrenders and
    death benefits.

    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 $56,300,263, $165,714,430 and $(7,511,567) for the
    years ended 1998, 1997 and 1996, 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.


+   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+


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998

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 Trusts and are valued at the net asset
    values per share of the respective Portfolios. The net asset value is
    determined by the Trusts 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 and by EQ Trust in
    the fourth quarter on the ex-dividend date. 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.

   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. These
    charges apply to all products supported by the Account. The products sold
    through Equitable's Independent Broker Dealer Distribution Channel have
    charges currently for Incentive Life Plus of .60% , and for Survivorship
    2000 of .90%. The products sold through Equitable Life's Agent Distribution
    Channel have charges ranging from 0.60% to 1.80% depending on the features
    of those products.

    Before amounts are remitted to the Account, Equitable Life deducts a charge
    for taxes and a premium sales charge from premiums. For one product offered
    to investors in Equitable's Agent Distribution Channel, the entire premium
    is allocated to the account, but before additional premiums are allocated to
    the account an administrative charge is deducted.

    The amounts attributable to various life products in the Account, including
    Incentive Life Plus and Survivorship 2000 policyowners' accounts, are
    assessed monthly by Equitable Life for cost of insurance and administrative
    charges. These charges are withdrawn from the policyowner 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.

    Included in the Withdrawals and Administrative Charges line of the Statement
    of Changes in Net Assets are certain administrative charges which are
    deducted from the policyowners account value.


+   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+

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

DECEMBER 31, 1998


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 risk 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.

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

<TABLE>
<CAPTION>
                                                                       YEARS ENDED DECEMBER 31,
                                                    --------------------------------------------------
    INVESTMENT FUND                                  1998               1997             1996
    ---------------                                  ----               ----             ----
    <S>                                       <C>                   <C>             <C>
    Alliance Money Market                     $  (1,591,380)        $    --         $     --
    Alliance High Yield                          (1,839,368)             --               --
    Alliance Common Stock                       (17,381,053)             --           (185,000)
    Alliance Aggressive Stock                    (6,122,856)             --           (125,000)
    Alliance Small Cap Growth                    (1,675,446)         1,200,000           --
    Merrill Lynch Basic Value Equity             (1,459,281)         1,200,000           --
    Merrill Lynch World Strategy                   (861,511)         2,000,000           --
    MFS Research                                 (2,558,541)         2,000,000           --
    MFS Emerging Growth Companies                (2,732,997)         2,000,000           --
    Morgan Stanley Emerging Markets Equity          (21,425)         4,000,000           --
    EQ/Putnam Growth & Income Value              (1,391,562)         1,200,000           --
</TABLE>

5.  Distribution and Servicing Agreements

    Equitable Life has entered into Distribution and Servicing Agreements with
    EQFC, an affiliate of Equitable Life, and EDI, whereby registered
    representatives of EQFC, 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

    As of December 31, 1998 no units have been sold for products distributed
    through Equitable's Independent Broker Dealer Distribution Channel, and
    consequently investment returns were not presented.

+  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+

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                              ---------------  --------------  ----------------  ------------------

                                                                  ALLIANCE        ALLIANCE         ALLIANCE          ALLIANCE
                                                                   MONEY            HIGH            COMMON          AGGRESSIVE
                                                                   MARKET           YIELD            STOCK             STOCK
                                                                    FUND            FUND             FUND              FUND
                                                              ---------------  --------------  ----------------  ------------------

ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
<S>                                                             <C>             <C>            <C>               <C>
   Cost:   $   278,056,391...............................       $285,346,300
               183,669,358...............................                       $165,804,441
             2,373,726,119...............................                                      $3,411,007,624
               837,511,539...............................                                                        $1,018,866,148
                41,928,315...............................
                 3,014,607...............................
                25,428,532...............................
                 4,286,596...............................
Receivable for Trust shares sold.........................                 --              --               --           934,511
Receivable for policy-related
   transactions..........................................          7,854,659              --               --                --
                                                              --------------  --------------  ---------------  ----------------
Total Assets.............................................        293,200,959     165,804,441    3,411,007,624     1,019,800,659
                                                              --------------  --------------  ---------------  ----------------

LIABILITIES
Payable for Trust shares purchased.......................          5,929,219          55,816          718,659               --
Payable for policy-related
   transactions..........................................                 --         175,412        1,293,925         1,294,651
Amount retained by Equitable Life
   in Separate Account
   FP (Note 4)...........................................            395,830         204,459        1,399,513           774,410
                                                              --------------  --------------  ---------------   ---------------
Total Liabilities........................................          6,325,049         435,687        3,412,097         2,069,061
                                                              --------------  --------------  ---------------   ---------------


NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.......................................       $286,875,910    $165,368,754   $3,407,595,527    $1,017,731,598
                                                              ==============  ==============  ===============   ===============

<CAPTION>

                                                                --------------  ------------  -------------  -------------
                                                                                     EQ/         MERRILL        MERRILL
                                                                   ALLIANCE       ALLIANCE     LYNCH BASIC       LYNCH
                                                                   SMALL CAP       PREMIER        VALUE          WORLD
                                                                    GROWTH         GROWTH        EQUITY        STRATEGY
                                                                     FUND           FUND          FUND           FUND
                                                                --------------  ------------  -------------  -------------

ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
<S>                                                              <C>            <C>           <C>             <C>
   Cost:   $   278,056,391...............................
               183,669,358...............................
             2,373,726,119...............................
               837,511,539...............................
                41,928,315...............................        $50,675,127
                 3,014,607...............................                       $3,169,780
                25,428,532...............................                                     $29,772,098
                 4,286,596...............................                                                     $4,590,983
Receivable for Trust shares sold.........................         12,165,858            --             --             --
Receivable for policy-related
   transactions..........................................                 --           701             --        998,950
                                                              --------------  ------------  -------------   ------------
Total Assets.............................................         62,840,985     3,170,481     29,772,098      5,589,933
                                                              --------------  ------------  -------------   ------------

LIABILITIES
Payable for Trust shares purchased.......................                 --            --             --             --
Payable for policy-related
   transactions..........................................         12,168,727            --         31,149             --
Amount retained by Equitable Life
   in Separate Account
   FP (Note 4)...........................................            247,913           749         46,659      1,426,776
                                                              --------------  ------------  -------------   ------------
Total Liabilities........................................         12,416,640           749         77,808      1,426,776
                                                              --------------  ------------  -------------   ------------


NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.......................................        $50,424,345    $3,169,732    $29,694,290     $4,163,157
                                                              ==============  ============  =============  =============
</TABLE>

- ----------------------------------------------
See Notes to Financial Statements.
+ 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+

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 (UNAUDITED) (CONCLUDED)
<TABLE>
<CAPTION>
                                             --------------  --------------  ---------  -------------  -------------
                                                                                            MORGAN
                                                                  MFS           MFS         STANLEY
                                                                EMERGING      GROWTH       EMERGING      EQ/PUTNAM
                                                  MFS            GROWTH        WITH         MARKETS       GROWTH &
                                                RESEARCH        COMPANIES     INCOME        EQUITY         INCOME
                                                  FUND            FUND         FUND          FUND        VALUE FUND
                                             --------------  --------------  ---------  -------------  -------------
ASSETS
Investments in shares of
   the Trusts -- at market
   value (Notes 2 and 6)
<S>                                            <C>           <C>               <C>      <C>             <C>
   Cost:       $35,037,606................     $41,314,295
                99,097,880................                   $113,289,390
                     3,287................                                     $3,361
                14,640,855................                                              $16,545,620
                19,227,781................                                                              $22,114,136
Receivable for Trust shares sold..........              --             --          --            --              --
Receivable for policy-related
   transactions...........................              --             --          --            --              --
                                             -------------  -------------  ----------  ------------    ------------
Total Assets..............................      41,314,295    113,289,390       3,361    16,545,620      22,114,136
                                             -------------  -------------  ----------  ------------    ------------

LIABILITIES
Payable for Trust shares purchased........              --             --          --            --              --
Payable for policy-related
   transactions...........................          30,141         71,825          --        22,392          13,766
Amount retained by Equitable Life
   in Separate Account
   FP (Note 4)............................          53,756         44,671          --     1,413,468          47,549
                                             -------------  -------------  ----------  ------------    ------------
Total Liabilities.........................          83,897        116,496          --     1,435,860          61,315
                                             -------------  -------------  ----------  ------------    ------------

NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS........................     $41,230,398   $113,172,894      $3,361   $15,109,760     $22,052,821
                                             =============  =============  ==========  ============    ============
</TABLE>
- ----------------------------------------------
See Notes to Financial Statements.
+ 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+

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>

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

                                                               ALLIANCE
                                                                 MONEY          ALLIANCE          ALLIANCE           ALLIANCE
                                                                MARKET         HIGH YIELD       COMMON STOCK        AGGRESSIVE
                                                                 FUND             FUND              FUND            STOCK FUND
                                                             -------------  ---------------  ------------------  -----------------
<S>                                                             <C>            <C>               <C>                  <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from The Trust..........................                --               --                  --                 --
   Expenses (Note 3):
      Mortality and expense risk charges................        $  751,318     $    460,762      $    9,129,988       $  2,754,102
                                                             -------------  ---------------  ------------------  -----------------
NET INVESTMENT INCOME...................................          (751,318)        (460,762)         (9,129,988)        (2,754,102)
                                                             -------------  ---------------  ------------------  -----------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments...............           321,186       (5,829,979)         58,398,194        (41,692,663)
      Realized gain distribution from
         the Trusts.....................................                --               --                  --                 --
                                                             -------------  ---------------  ------------------  -----------------
NET REALIZED GAIN (LOSS)................................           321,186       (5,829,979)         58,398,194        (41,692,663)
                                                             -------------  ---------------  ------------------  -----------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period...............................         1,536,450      (20,898,854)        689,309,204         26,715,214
      End of period.....................................         7,289,909      (17,864,917)      1,037,281,505        181,354,609
                                                             -------------  ---------------  ------------------  -----------------
   Change in unrealized appreciation
      (depreciation) during the period..................         5,753,459        3,033,937         347,972,301        154,639,395
                                                             -------------  ---------------  ------------------  -----------------
NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS................................         6,074,645       (2,796,042)        406,370,495        112,946,732
                                                             -------------  ---------------  ------------------  -----------------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS............................        $5,323,327     $ (3,256,804)     $  397,240,507       $110,192,630
                                                             =============  ===============  ==================  =================

<CAPTION>

                                                             -------------  ------------  ---------------  ------------
                                                                                 EQ/          MERRILL         MERRILL
                                                               ALLIANCE       ALLIANCE      LYNCH BASIC        LYNCH
                                                               SMALL CAP       PREMIER         VALUE           WORLD
                                                                GROWTH         GROWTH          EQUITY        STRATEGY
                                                                 FUND           FUND*           FUND           FUND
                                                             -------------  ------------  ---------------  ------------
<S>                                                             <C>             <C>            <C>             <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from The Trust..........................                --            --               --            --
   Expenses (Note 3):
      Mortality and expense risk charges................        $  123,769      $    744       $   63,842      $  8,910
                                                             -------------  ------------  ---------------  ------------
NET INVESTMENT INCOME...................................          (123,769)         (744)         (63,842)      (8,910)
                                                             -------------  ------------  ---------------  ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments...............         1,069,730            11          178,386       136,851
      Realized gain distribution from
         the Trusts.....................................                --            --               --            --
                                                             -------------  ------------  ---------------  ------------
NET REALIZED GAIN (LOSS)................................         1,069,730            11          178,386       136,851
                                                             -------------  ------------  ---------------  ------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period...............................         8,780,955            --          (91,959)      187,734
      End of period.....................................         8,746,812       155,173        4,343,566       304,386
                                                             -------------  ------------  ---------------  ------------
   Change in unrealized appreciation
      (depreciation) during the period..................           (34,143)      155,173        4,435,525       116,652
                                                             -------------  ------------  ---------------  ------------
NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS................................         1,035,587       155,184        4,613,911       253,503
                                                             -------------  ------------  ---------------  ------------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS............................        $  911,818      $154,440       $4,550,069      $244,593
                                                             =============  ============  ===============  ============
</TABLE>


- ----------------------------------------------
* Commencement of Operations on June 4, 1999.
+ 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+

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED) (CONCLUDED)

<TABLE>
<CAPTION>

                                                            ------------  ------------  --------   -------------  -------------
                                                                                                       MORGAN
                                                                              MFS         MFS         STANLEY
                                                                            EMERGING     GROWTH       EMERGING      EQ/PUTNAM
                                                                MFS          GROWTH       WITH        MARKETS        GROWTH
                                                              RESEARCH     COMPANIES     INCOME        EQUITY        & INCOME
                                                                FUND         FUND         FUND*         FUND        VALUE FUND
                                                            ------------  ------------  --------   -------------  ------------
<S>                                                          <C>          <C>               <C>      <C>             <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from The Trust............................           --            --        --               --             --
   Expenses (Note 3):
      Mortality and expense risk charges..................   $   93,735   $   240,946       $ 1      $    21,322     $   51,757
                                                            -----------   -----------     -----   --------------   ------------
NET INVESTMENT INCOME.....................................      (93,735)     (240,946)       (1)         (21,322)       (51,757)
                                                            -----------   -----------     -----   --------------   ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (Note 2):
      Realized gain (loss) on investments.................      260,455     3,542,229        --         (946,548)       200,863
      Realized gain distribution from
         the Trusts.......................................           --            --        --               --             --
                                                            -----------   -----------     -----   --------------   ------------
NET REALIZED GAIN (LOSS)..................................      260,455     3,542,229        --         (946,548)       200,863
                                                            -----------   -----------     -----   --------------   ------------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period.................................    3,313,063     6,996,177        --       (2,942,633)     1,160,602
      End of period.......................................    6,276,689    14,191,510        74        1,904,765      2,886,355
                                                            -----------   -----------     -----   --------------   ------------
   Change in unrealized appreciation
      (depreciation) during the period....................    2,963,626     7,195,333        74        4,847,398      1,725,753
                                                            -----------   -----------     -----   --------------   ------------
NET REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS..................................    3,224,081    10,737,562        74        3,900,850      1,926,616
                                                            -----------   -----------     -----   --------------   ------------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS..............................   $3,130,346   $10,496,616       $73      $ 3,879,528     $1,874,859
                                                            ===========   ===========     =====   ==============   ============
</TABLE>
- ----------------------------------------------
See Notes to Financial Statements.
* Commencement of Operations on June 4, 1999.
+ 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+

STATEMENT OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>

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


                                                                                    ALLIANCE          ALLIANCE         ALLIANCE
                                                                ALLIANCE MONEY     HIGH YIELD       COMMON STOCK      AGGRESSIVE
                                                                  MARKET FUND         FUND              FUND          STOCK FUND
                                                               ----------------  ---------------  ---------------  ----------------
<S>                                                               <C>              <C>            <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income...................................       $   (751,318)    $   (460,762)  $   (9,129,988)   $   (2,754,102)
   Net realized gain (loss)................................            321,186       (5,829,979)      58,398,194       (41,692,663)
   Change in unrealized appreciation
      (depreciation) on investments........................          5,753,459        3,033,937      347,972,301       154,639,395
                                                               ---------------   --------------   --------------   ---------------
   Net increase (decrease) in net assets
     from operations.......................................          5,323,327       (3,256,804)     397,240,507       110,192,630
                                                               ---------------   --------------   --------------   ---------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)...................................        119,732,477       18,517,002      187,556,807        81,731,848
   Benefits and other policy-related
      transactions (Note 3)................................        (34,659,548)     (11,219,965)    (148,400,649)      (61,595,209)
   Net transfers among funds and
      guaranteed interest account..........................        (58,245,849)      (8,930,488)      28,881,595       (82,900,383)
                                                               ---------------   --------------   --------------   ---------------
   Net increase (decrease) in net assets
      from policy-related transactions.....................         26,827,080       (1,633,451)      68,037,753       (62,763,744)
                                                               ---------------   --------------   --------------   ---------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)............................             49,710           22,618         (209,307)         (475,369)
                                                               ---------------   --------------   --------------   ---------------
INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS............................................         32,200,117       (4,867,637)     465,068,953        46,953,517
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF
   PERIOD..................................................        254,675,793      170,236,391    2,942,526,574       970,778,081
                                                               ---------------   --------------   --------------   ---------------
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD.............................       $286,875,910     $165,368,754   $3,407,595,527    $1,017,731,598
                                                               ===============   ==============   ==============   ===============

<CAPTION>
                                                               -------------   -----------  ------------  -----------
                                                                                    EQ/        MERRILL       MERRILL
                                                                  ALLIANCE       ALLIANCE    LYNCH BASIC      LYNCH
                                                                 SMALL CAP       PREMIER        VALUE         WORLD
                                                                   GROWTH        GROWTH        EQUITY       STRATEGY
                                                                    FUND          FUND*         FUND          FUND
                                                               -------------   -----------  ------------  -----------
<S>                                                             <C>            <C>          <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income...................................     $  (123,769)   $     (744)  $   (63,842)  $   (8,910)
   Net realized gain (loss)................................       1,069,730            11       178,386      136,851
   Change in unrealized appreciation
      (depreciation) on investments........................         (34,143)      155,173     4,435,525      116,652
                                                               ------------   -----------   -----------   ----------
   Net increase (decrease) in net assets
     from operations.......................................         911,818       154,440     4,550,069      244,593
                                                               ------------   -----------   -----------   ----------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)...................................       9,385,875       171,747     4,905,653      800,971
   Benefits and other policy-related
      transactions (Note 3)................................      (2,743,073)        1,396    (1,416,212)    (280,064)
   Net transfers among funds and
      guaranteed interest account..........................      (5,517,236)    2,842,105     1,584,368     (304,380)
                                                               ------------   -----------   -----------   ----------
   Net increase (decrease) in net assets
      from policy-related transactions.....................       1,125,566     3,015,248     5,073,809      216,527
                                                               ------------   -----------   -----------   ----------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)............................         (84,288)           44       (14,678)     (61,554)
                                                               ------------   -----------   -----------   ----------
INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS............................................       1,953,096     3,169,732     9,609,200      399,566
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF
   PERIOD..................................................      48,471,249            --    20,085,090    3,763,591
                                                               ------------   -----------   -----------   ----------
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD.............................     $50,424,345    $3,169,732   $29,694,290   $4,163,157
                                                               ============   ===========   ===========   ==========
</TABLE>
- ----------------------------------------------
See Notes to Financial Statements.
* Commencement of Operations on June 4, 1999.
+ 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+

STATEMENT OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>

                                                               ------------  ------------- --------  ------------ -------------
                                                                                                        MORGAN
                                                                                  MFS         MFS      STANLEY
                                                                               EMERGING     GROWTH     EMERGING    EQ/PUTNAM
                                                                  MFS           GROWTH       WITH      MARKETS      GROWTH
                                                                RESEARCH      COMPANIES     INCOME      EQUITY      & INCOME
                                                                  FUND           FUND        FUND*       FUND       VALUE FUND
                                                               ------------  ------------- --------  ------------ -------------
<S>                                                            <C>           <C>            <C>      <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income...................................    $   (93,735)  $   (240,946)  $   (1)  $   (21,322)  $   (51,757)
   Net realized gain (loss)................................        260,455      3,542,229       --      (946,548)      200,863
   Change in unrealized appreciation
      (depreciation) on investments........................      2,963,626      7,195,333       74     4,847,398     1,725,753
                                                               ------------  -------------  ------   ----------- --------------
   Net increase (decrease) in net assets
     from operations.......................................      3,130,346     10,496,616       73     3,879,528     1,874,859
                                                               ------------  -------------  ------   ----------- --------------
FROM POLICY-RELATED TRANSACTIONS:
   Net premiums (Note 3)...................................      6,629,966     14,937,031    3,183     1,890,930     3,723,800
   Benefits and other policy-related
      transactions (Note 3)................................     (2,173,926)    (5,320,719)      --      (742,061)   (1,237,624)
   Net transfers among funds and
      guaranteed interest account..........................      5,687,025     37,193,059      105     3,800,925     1,065,567
                                                               ------------  -------------  ------   ----------- --------------
   Net increase (decrease) in net assets
      from policy-related transactions.....................     10,143,065     46,809,371    3,288     4,949,794     3,551,743
                                                               ------------  -------------  ------   ----------- --------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT FP (Note 4)............................         (4,400)       (98,022)      --      (733,906)      (10,087)
                                                               ------------  -------------  ------   ----------- --------------
INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE
   TO POLICYOWNERS.........................................     13,269,011     57,207,965    3,361     8,095,416     5,416,515
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, BEGINNING OF PERIOD.......................     27,961,387     55,964,929       --     7,014,344    16,636,306
                                                               ------------  -------------  ------   ----------- --------------
NET ASSETS ATTRIBUTABLE TO
   POLICYOWNERS, END OF PERIOD.............................    $41,230,398   $113,172,894   $3,361   $15,109,760   $22,052,821
                                                               ============  =============  ======   =========== ==============
</TABLE>
- ----------------------------------------------
See Notes to Financial Statements.
* Commencement of Operations on June 4, 1999.
+ 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 (UNAUDITED)
JUNE 30, 1999

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 contractowners. Alliance Capital Management L.P., an
    indirect, majority-owned subsidiary of Equitable Life, manages The Hudson
    River Trust ("HR Trust") and is investment adviser for all of the investment
    funds of HR Trust. EQ Financial Consultants, Inc. ("EQFC"), and Equitable
    Distributors, Inc. ("EDI") are wholly owned subsidiaries of Equitable Life.
    EQFC manages the EQ Advisors Trust ("EQ Trust") and has overall
    responsibility for general management and administration of EQ Trust.

    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 24 investments funds ("Funds") of which 13 are
    reported herein: the Alliance Money Market Fund, the Alliance High Yield
    Fund, the Alliance Common Stock Fund, the Alliance Aggressive Stock Fund,
    the Alliance Small Cap Growth Fund, EQ/Alliance Premier Growth, Merrill
    Lynch Basic Value Equity Fund, Merrill Lynch World Strategy Fund, MFS Growth
    with Income, the MFS Research Fund, the MFS Emerging Growth Companies Fund,
    the Morgan Stanley Emerging Markets Equity Fund, and the EQ/Putnam Growth &
    Income Value Fund. The assets in each fund are invested in shares of a
    corresponding portfolio ("Portfolio") of a mutual fund, Class 1B shares of
    HR Trust or EQ Trust (collectively, the "Trusts"). Class 1B shares are
    offered by the Trust at net asset value and are subject to fees for
    investment management and advisory services and other Trust expenses. Class
    1B shares are subject to distribution fees imposed under a distribution plan
    (herein the "Rule 12b-1 Plans") adopted in 1997 pursuant to Rule 12b-1 under
    the 1940 Act, as amended. The Rule 12b-1 Plans provide that the Trusts, on
    behalf of each Fund, may charge annually up to 0.25% of the average daily
    net assets of a Fund attributable to its Class 1B shares in respect of
    activities primarily intended to result in the sale of the Class 1B shares.
    These fees are reflected in the net asset value of the shares. The Trusts
    are open-ended, diversified management investment companies that invest
    separate account assets of insurance companies. Each Portfolio has separate
    investment objectives.

    EQFC and EDI earn fees from both Trusts under distribution agreements held
    with the Trusts. EQFC also earns fees under an investment management
    agreement with the EQ Trust. Alliance earns fees under an investment
    advisory agreement with the HR Trust.

    The Account supports the operations of various Equitable Life Insurance
    products. These products are sold through both Equitable Life's Agent
    Distribution Channel and Equitable Life's Independent Broker Dealer
    Distribution Channel. These financial statement footnotes discuss the
    products, charges and investment return applicable to those life insurance
    products (Incentive Life Plus & Survivorship 2000) which are sold through
    Equitable's Independent Broker Dealer Distribution Channel.

    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.

    Receivable/payable for policy-related transactions represent amount due
    to/from General Account predominately related to premiums, surrenders and
    death benefits.

    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 $(74,843,587) for the six months ended June 30, 1999,
    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.

+   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 (UNAUDITED) (CONTINUED)
JUNE 30, 1999

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 Trusts and are valued at the net asset
    values per share of the respective Portfolios. The net asset value is
    determined by the Trusts 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 the Trusts in the fourth quarter on the ex-dividend date.
    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.

    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. These
    charges apply to all products supported by the Account. The products sold
    through Equitable's Independent Broker Dealer Distribution Channel have
    charges currently for Incentive Life Plus of .60% and for Survivorship 2000
    of .90%. The products sold through Equitable Life's Agent Distribution
    Channel have charges ranging from 0.60% to 1.80% depending on the features
    of those products.

    Before amounts are remitted to the Account, Equitable Life deducts a charge
    for taxes and a premium sales charge from premiums. For one product offered
    to investors in Equitable's Agent Distribution Channel, the entire premium
    is allocated to the account, but before additional premiums are allocated to
    the account an administrative charge is deducted.

    The amounts attributable to various life products in the Account, including
    Incentive Life Plus and Survivorship 2000 policyowners' accounts, are
    assessed monthly by Equitable Life for cost of insurance and administrative
    charges. These charges are withdrawn from the policyowner 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.

    Included in the Withdrawals and Administrative Charges line of the Statement
    of Changes in Net Assets are certain administrative charges which are
    deducted from the policyowner's account value.

+   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 (UNAUDITED) (CONTINUED)
JUNE 30, 1999

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 risk 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.

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

                                                            SIX MONTHS ENDED
                                                                JUNE 30,
                                                          ---------------------
       INVESTMENT FUND                                           1999
       ---------------                                           ----
          Alliance Money Market                               $  890,096
          Alliance High Yield                                    487,287
          Alliance Common Stock                                8,989,648
          Alliance Aggressive Stock                            3,004,033
          Alliance Small Cap Growth                              223,825
          EQ/Alliance Premier Growth                                  --
          Merrill Lynch Basic Value Equity                       108,167
          Merrill Lynch World Strategy                             8,810
          MFS Research                                           104,972
          MFS Emerging Growth Companies                          323,192
          MFS Growth with Income                                      --
          Morgan Stanley Emerging Markets Equity               1,685,953
          EQ/Putnam Growth & Income Value                        121,245

5.  DISTRIBUTION AND SERVICING AGREEMENTS

    Equitable Life has entered into Distribution and Servicing Agreements with
    EQFC, an affiliate of Equitable Life, and EDI, whereby registered
    representatives of EQFC, 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 unit value 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 which is after deduction of trust expense.

    The Separate Account rates of return attributable to Incentive Life Plus
    policyowners are different than those attributable to Survivorship 2000
    policyowners because asset charges are deducted at different rates under
    each policy (see Note 3). As of June 30, 1999 no units have been sold in the
    Merrill Lynch Basic Value Equity Fund and the Merrill Lynch World Strategy
    Fund for products distributed through Equitable's Independent Broker Dealer
    Distribution Channel, and consequently investment returns were not presented
    for these funds.

+  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 (UNAUDITED) (CONTINUED)
JUNE 30, 1999

RATES OF RETURN:
INCENTIVE LIFE PLUS
- -------------------
                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE MONEY MARKET FUND                                    1999
- ----------------------------                                  ----
Gross return..................................                2.16
Net return....................................                1.85

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE HIGH YIELD FUND                                      1999
- ------------------------                                      ----
Gross return..................................               (1.80)
Net return....................................               (2.09)

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE COMMON STOCK FUND                                    1999
- -----------------------------                                 ----
Gross return..................................                13.55
Net return....................................                13.21

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE AGGRESSIVE STOCK FUND                                1999
- -------------------------------                               ----
Gross return..................................                12.24
Net return....................................                11.91

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE SMALL CAP GROWTH FUND                                1999
- --------------------------------                              ----
Gross return..................................               (0.61)
Net return....................................               (0.91)

                                                          JUNE 4(A) TO
                                                            JUNE 30,
                                                       --------------------
EQ/ALLIANCE PREMIER GROWTH FUND                               1999
- ----------------------------------                            ----
Gross return..................................                5.86
Net return....................................                5.82

                                                        SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
MFS RESEARCH FUND                                             1999
- --------------------                                          ----
Gross return..................................                9.01
Net return....................................                8.69

                                                        SIX MONTHS ENDED (A)
                                                              JUNE 30,
                                                       --------------------
MFS EMERGING GROWTH COMPANIES FUND                            1999
- ---------------------------------------                       ----
Gross return..................................                12.78
Net return....................................                12.43

                                                           JUNE 4(B) TO
                                                              JUNE 30,
                                                       --------------------
MFS GROWTH WITH INCOME FUND                                   1999
- ------------------------------                                ----
Gross return..................................                1.80
Net return....................................                1.75

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


                                     FSA-22
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1999

RATES OF RETURN (CONTINUED):
INCENTIVE LIFE PLUS
- -------------------
                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       -------------------
MORGAN STANLEY EMERGING MARKETS EQUITY FUND                   1999
- ----------------------------------------------                ----
Gross return..................................               38.24
Net return....................................               37.72

                                                      SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       -------------------
EQ/PUTNAM GROWTH & INCOME VALUE FUND                          1999
- ----------------------------------------                      ----
Gross return..................................               10.81
Net return....................................               10.40

- -------------------
 +  Formerly known as Equitable Variable Life Insurance Company Separate
    Account FP.
(a) The gross return and net return for the periods indicated are not annualized
    rates of return.


                                     FSA-23
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1999

RATES OF RETURN (CONTINUED):
SURVIVORSHIP 2000
- -----------------
                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       -------------------
ALLIANCE MONEY MARKET FUND                                    1999
- ----------------------------                                  ----
Gross return..................................                2.16
Net return....................................                1.70

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE HIGH YIELD FUND                                      1999
- ------------------------                                      ----
Gross return..................................               (1.80)
Net return....................................               (2.24)

                                                       SIX MONTHS ENDED (B)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE COMMON STOCK FUND                                    1999
- -----------------------------                                 ----
Gross return..................................                13.55
Net return....................................                13.04

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE AGGRESSIVE STOCK FUND                                1999
- -------------------------------                               ----
Gross return..................................                12.24
Net return....................................                11.74

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
ALLIANCE SMALL CAP GROWTH FUND                                1999
- --------------------------------                              ----
Gross return..................................               (0.61)
Net return....................................               (1.05)

                                                          JUNE 4(A) TO
                                                             JUNE 30,
                                                       --------------------
EQ/ALLIANCE PREMIER GROWTH FUND                               1999
- ---------------------------------                             ----
Gross return..................................                5.86
Net return....................................                5.79

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
MFS RESEARCH FUND                                             1999
- --------------------                                          ----
Gross return..................................                9.01
Net return....................................                8.53

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       --------------------
MFS EMERGING GROWTH COMPANIES FUND                            1999
- ---------------------------------------                       ----
Gross return..................................                12.78
Net return....................................                12.27

                                                           JUNE 4(B) TO
                                                             JUNE 30,
                                                       --------------------
MFS GROWTH WITH INCOME FUND                                   1999
- ------------------------------                                ----
Gross return..................................                1.80
Net return....................................                1.73

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


                                     FSA-24
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONCLUDED)
JUNE 30, 1999

RATES OF RETURN (CONCLUDED):
SURVIVORSHIP 2000
- -----------------

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       -------------------
MORGAN STANLEY EMERGING MARKETS EQUITY FUND                   1999
- ----------------------------------------------                ----
Gross return..................................               38.24
Net return....................................               37.51

                                                       SIX MONTHS ENDED (A)
                                                             JUNE 30,
                                                       -------------------
EQ/PUTNAM GROWTH & INCOME VALUE FUND                          1999
- ----------------------------------------                      ----
Gross return..................................               10.81
Net return....................................               10.23

- -------------------
 +  Formerly known as Equitable Variable Life Insurance Company Separate
    Account FP.
(a) The gross return and net return for the periods indicated are not annualized
    rates of return.


                                     FSA-25


<PAGE>







                        Report of Independent Accountants


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

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and comprehensive
income 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, 1998 and 1997, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1998, 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 method of accounting for long-lived assets in 1996.




/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
New York, New York
February 8, 1999
                                      F-1
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>

                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                            <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    18,993.7        $    19,630.9
    Held to maturity, at amortized cost.....................................           125.0                  -
  Mortgage loans on real estate.............................................         2,809.9              2,611.4
  Equity real estate........................................................         1,676.9              2,495.1
  Policy loans..............................................................         2,086.7              2,422.9
  Other equity investments..................................................           713.3                951.5
  Investment in and loans to affiliates.....................................           928.5                731.1
  Other invested assets.....................................................           808.2                612.2
                                                                              -----------------    -----------------
      Total investments.....................................................        28,142.2             29,455.1
Cash and cash equivalents...................................................         1,245.5                300.5
Deferred policy acquisition costs...........................................         3,563.8              3,236.6
Amounts due from discontinued operations....................................             2.7                572.8
Other assets................................................................         3,051.9              2,687.4
Closed Block assets.........................................................         8,632.4              8,566.6
Separate Accounts assets....................................................        43,302.3             36,538.7
                                                                              -----------------    -----------------

Total Assets................................................................   $    87,940.8        $    81,357.7
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................   $    20,889.7        $    21,579.5
Future policy benefits and other policyholders' liabilities.................         4,694.2              4,553.8
Short-term and long-term debt...............................................         1,181.7              1,716.7
Other liabilities...........................................................         3,474.3              3,267.2
Closed Block liabilities....................................................         9,077.0              9,073.7
Separate Accounts liabilities...............................................        43,211.3             36,306.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................        82,528.2             76,497.2
                                                                              -----------------    -----------------

Commitments and contingencies (Notes 11, 13, 14, 15 and 16)

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..............................................         3,110.2              3,105.8
Retained earnings...........................................................         1,944.1              1,235.9
Accumulated other comprehensive income......................................           355.8                516.3
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         5,412.6              4,860.5
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................   $    87,940.8        $    81,357.7
                                                                              =================    =================
</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, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $    1,056.2       $       950.6      $       874.0
Premiums......................................................          588.1               601.5              597.6
Net investment income.........................................        2,228.1             2,282.8            2,203.6
Investment gains (losses), net................................          100.2               (45.2)              (9.8)
Commissions, fees and other income............................        1,503.0             1,227.2            1,081.8
Contribution from the Closed Block............................           87.1               102.5              125.0
                                                                -----------------  -----------------  -----------------

      Total revenues..........................................        5,562.7             5,119.4            4,872.2
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,153.0             1,266.2            1,270.2
Policyholders' benefits.......................................        1,024.7               978.6            1,317.7
Other operating costs and expenses............................        2,201.2             2,203.9            2,075.7
                                                                -----------------  -----------------  -----------------

      Total benefits and other deductions.....................        4,378.9             4,448.7            4,663.6
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change.................................        1,183.8               670.7              208.6
Federal income taxes..........................................          353.1                91.5                9.7
Minority interest in net income of consolidated subsidiaries..          125.2                54.8               81.7
                                                                -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative
  effect of accounting change.................................          705.5               524.4              117.2
Discontinued operations, net of Federal income taxes..........            2.7               (87.2)             (83.8)
Cumulative effect of accounting change, net of Federal
  income taxes................................................            -                   -                (23.1)
                                                                -----------------  -----------------  -----------------

Net Earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                =================  =================  =================
</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 AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning of year.............        3,105.8             3,105.8            3,105.8
Additional capital in excess of par value.....................            4.4                 -                  -
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        3,110.2             3,105.8            3,105.8

Retained earnings, beginning of year..........................        1,235.9               798.7              788.4
Net earnings..................................................          708.2               437.2               10.3
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................        1,944.1             1,235.9              798.7
                                                                -----------------  -----------------  -----------------

Accumulated other comprehensive income,
  beginning of year...........................................          516.3               177.0              361.4
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Accumulated other comprehensive income, end of year...........          355.8               516.3              177.0
                                                                -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................   $    5,412.6       $     4,860.5      $     4,084.0
                                                                =================  =================  =================

COMPREHENSIVE INCOME
Net earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                -----------------  -----------------  -----------------
Change in unrealized gains (losses), net of reclassification
  adjustment..................................................         (149.5)              343.7             (206.6)
Minimum pension liability adjustment..........................          (11.0)               (4.4)              22.2
                                                                -----------------  -----------------  -----------------
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Comprehensive Income..........................................   $      547.7       $       776.5      $      (174.1)
                                                                =================  =================  =================
</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, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Net earnings..................................................   $      708.2       $       437.2      $        10.3
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,153.0             1,266.2            1,270.2
  Universal life and investment-type product
    policy fee income.........................................       (1,056.2)             (950.6)            (874.0)
  Investment (gains) losses...................................         (100.2)               45.2                9.8
  Change in Federal income tax payable........................          123.1               (74.4)            (197.1)
  Other, net..................................................         (324.9)              169.4              330.2
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          503.0               893.0              549.4
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,289.0             2,702.9            2,275.1
  Sales.......................................................       16,972.1            10,385.9            8,964.3
  Purchases...................................................      (18,578.5)          (13,205.4)         (12,559.6)
  Decrease (increase) in short-term investments...............          102.4              (555.0)             450.3
  Decrease in loans to discontinued operations................          660.0               420.1            1,017.0
  Sale of subsidiaries........................................            -                 261.0                -
  Other, net..................................................         (341.8)             (612.6)            (281.0)
                                                                -----------------  -----------------  -----------------

Net cash provided (used) by investing activities..............        1,103.2              (603.1)            (133.9)
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        1,508.1             1,281.7            1,925.4
    Withdrawals...............................................       (1,724.6)           (1,886.8)          (2,385.2)
  Net (decrease) increase in short-term financings............         (243.5)              419.9                (.3)
  Repayments of long-term debt................................          (24.5)             (196.4)            (124.8)
  Payment of obligation to fund accumulated deficit of
    discontinued operations...................................          (87.2)              (83.9)               -
  Other, net..................................................          (89.5)              (62.7)             (66.5)
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (661.2)             (528.2)            (651.4)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................          945.0              (238.3)            (235.9)
Cash and cash equivalents, beginning of year..................          300.5               538.8              774.7
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $    1,245.5       $       300.5      $       538.8
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      130.7       $       217.1      $       109.9
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      254.3       $       170.0      $       (10.0)
                                                                =================  =================  =================
</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 its wholly owned
        life insurance  subsidiaries,  Equitable of Colorado ("EOC"), and, prior
        to  December  31,  1996,   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"),  in which  Equitable Life has a
        57.7%  ownership  interest,  and  Donaldson,  Lufkin  &  Jenrette,  Inc.
        ("DLJ"),   an  investment  banking  and  brokerage  affiliate  in  which
        Equitable Life has a 32.5%  ownership  interest.  AXA ("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 58.5% at December 31, 1998 (53.4% if
        all securities convertible into, and options on, common stock were to be
        converted or exercised).

        The  Insurance  segment  offers a variety of  traditional,  variable and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small  groups.  It  also  administers  traditional  participating  group
        annuity  contracts  with  conversion  features,  generally for corporate
        qualified  pension  plans,  and  association  plans which  provide  full
        service retirement programs for individuals affiliated with professional
        and trade  associations.  This segment  includes  Separate  Accounts for
        individual insurance and annuity products.

        The Investment  Services segment includes  Alliance,  the results of DLJ
        which are accounted for on an equity basis,  and, through June 10, 1997,
        Equitable Real Estate  Investment  Management,  Inc.  ("EREIM"),  a real
        estate  investment   management  subsidiary  which  was  sold.  Alliance
        provides diversified investment fund management services to a variety of
        institutional clients,  including pension funds, endowments, and foreign
        financial institutions, as well as to individual investors,  principally
        through  a  broad  line  of  mutual   funds.   This   segment   includes
        institutional Separate Accounts which provide various investment options
        for large group pension clients, primarily deferred benefit contribution
        plans, through pooled or single group accounts. DLJ's businesses include
        securities underwriting,  sales and trading, merchant banking, financial
        advisory services,  investment research, venture capital,  correspondent
        brokerage  services,  online  interactive  brokerage  services and asset
        management.  DLJ  serves  institutional,   corporate,  governmental  and
        individual clients both domestically and internationally. EREIM provided
        real  estate  investment   management   services,   property  management
        services, mortgage servicing and loan asset management, and agricultural
        investment management.

 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 and EREIM (see Note 5); and those partnerships and
        joint ventures in which Equitable Life or its  subsidiaries  has control

                                      F-6
<PAGE>

        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,
        liabilities and results of operations are presented in the  consolidated
        financial   statements  as  single  line  items  (see  Note  7).  Unless
        specifically  stated,  all other footnote  disclosures  contained herein
        exclude the Closed Block related amounts.

        All significant intercompany transactions and balances except those with
        the  Closed  Block and  discontinued  operations  (see Note 8) have been
        eliminated in  consolidation.  The years "1998," "1997" and "1996" refer
        to the years  ended  December  31,  1998,  1997 and 1996,  respectively.
        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1998 presentation.

        Closed Block

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

        Assets  allocated to the Closed Block inure solely to the benefit of the
        Closed  Block  policyholders  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  include  the Group  Non-Participating  Wind-Up
        Annuities  ("Wind-Up  Annuities") and the Guaranteed  Interest  Contract
        ("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 believes the  allowance for future losses at
        December 31, 1998 is adequate to provide for all future losses; however,
        the quarterly  allowance review 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 8).

        Accounting Changes

        In June 1997, the Financial  Accounting  Standards Board ("FASB") issued
        Statement  of   Financial   Accounting   Standards   ("SFAS")  No.  131,
        "Disclosures  about Segments of an Enterprise and Related  Information".
        SFAS No.  131  establishes  standards  for  public  companies  to report
        information  about  operating  segments in annual and interim  financial
        statements issued to shareholders.  It also specifies related disclosure
        requirements  for  products  and  services,  geographic  areas and major
        customers.  Generally,  financial information must be reported using the
        basis  management  uses  to make  operating  decisions  and to  evaluate
        business  performance.  The Company  implemented  SFAS No. 131 effective
        December 31, 1998 and  continues to identify two  operating  segments to
        reflect its major businesses:  Insurance and Investment Services.  While
        the  segment  descriptions  are the same as those  previously  reported,
        certain  amounts  have  been  reattributed  between  the two  reportable
        segments.   Prior  period  comparative   segment  information  has  been
        restated.

                                      F-7
<PAGE>

        In March 1998, the American  Institute of Certified  Public  Accountants
        ("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the
        Costs of Computer  Software  Developed or Obtained  for  Internal  Use,"
        which  requires  capitalization  of external and certain  internal costs
        incurred to obtain or develop internal-use  computer software during the
        application development stage. The Company applied the provisions of SOP
        98-1  prospectively  effective January 1, 1998. The adoption of SOP 98-1
        did not have a material impact on the Company's  consolidated  financial
        statements.   Capitalized   internal-use  software  is  amortized  on  a
        straight-line basis over the estimated useful life of the software.

        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  Company's  cost of funds.
        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 intends to sell or abandon 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. Initial adoption of the impairment
        requirements  of SFAS No. 121 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.

        New Accounting Pronouncements

        In  October  1998,  the  FASB  issued  SFAS  No.  134,  "Accounting  for
        Mortgage-Backed Securities Retained after the Securitization of Mortgage
        Loans  Held for Sale by a Mortgage  Banking  Enterprise,"  which  amends
        existing  accounting and reporting  standards for certain  activities of
        mortgage  banking   enterprises  and  other   enterprises  that  conduct
        operations that are substantially similar to the primary operations of a
        mortgage banking  enterprise.  This statement is effective for the first
        fiscal quarter  beginning after December 15, 1998. This statement is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In June 1998, the FASB issued SFAS No. 133,  "Accounting  for Derivative
        Instruments and Hedging  Activities,"  which establishes  accounting and
        reporting  standards  for  derivative  instruments,   including  certain
        derivatives embedded in other contracts, and for hedging activities.  It
        requires all  derivatives  to be recognized on the balance sheet at fair
        value.  The  accounting  for  changes in the fair value of a  derivative
        depends on its intended use.  Derivatives not used in hedging activities
        must be adjusted  to fair value  through  earnings.  Changes in the fair
        value of derivatives used in hedging  activities will,  depending on the
        nature of the hedge,  either be offset in earnings against the change in
        fair value of the hedged item  attributable  to the risk being hedged or
        recognized in other  comprehensive  income until the hedged item affects
        earnings.  For all  hedging  activities,  the  ineffective  portion of a
        derivative's  change in fair value  will be  immediately  recognized  in
        earnings.

        SFAS No. 133 requires  adoption in fiscal years beginning after June 15,
        1999 and  permits  early  adoption  as of the  beginning  of any  fiscal
        quarter following issuance of the statement.  Retroactive application to
        financial statements of prior periods is prohibited. The Company expects
        to adopt SFAS No. 133 effective January 1, 2000.  Adjustments  resulting
        from  initial  adoption  of the new  requirements  will be reported in a
        manner  similar  to the  cumulative  effect  of a change  in  accounting
        principle  and will be  reflected  in net  income or  accumulated  other
        comprehensive income based upon existing hedging relationships,  if any.
        Management  currently  is  assessing  the impact of  adoption.  However,
        Alliance's  adoption is not expected to have a significant impact on the
        Company's  consolidated  balance  sheet or statement of earnings.  Also,
        since  most  of  DLJ's  derivatives  are  carried  at fair  values,  the
        Company's  consolidated earnings and financial position are not expected
        to be significantly affected by DLJ's adoption of the new requirements.

                                      F-8
<PAGE>

        In late 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting
        for Insurance and Reinsurance  Contracts that Do Not Transfer  Insurance
        Risk".  This SOP,  effective for fiscal years  beginning  after June 15,
        1999,  provides guidance to both the insured and insurer on how to apply
        the deposit  method of accounting  when it is required for insurance and
        reinsurance  contracts that do not transfer insurance risk. The SOP does
        not address or change the  requirements  as to when  deposit  accounting
        should be applied.  SOP 98-7 applies to all  entities and all  insurance
        and reinsurance contracts that do not transfer insurance risk except for
        long-duration  life  and  health  insurance  contracts.  This SOP is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In December  1997,  the AICPA issued 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.

        Valuation of Investments

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value.  Fixed maturities,  which the Company has both the
        ability and the intent to hold to maturity,  are stated  principally  at
        amortized  cost. 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.

        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.

                                      F-9
<PAGE>

        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 (losses).

        Unrealized  investment  gains and losses on equity  securities and fixed
        maturities available for sale held by the Company are accounted for as a
        separate component of accumulated  comprehensive  income, 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.

        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  25 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 accumulated other  comprehensive  income in
        consolidated shareholder's equity as of the balance sheet date.

                                      F-10
<PAGE>

        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, 1998, the expected  investment  yield,  excluding
        policy loans, generally ranged from 7.29% grading to 6.5% 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  accumulated  comprehensive  income  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.

        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,
        includes 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.

                                      F-11
<PAGE>

        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 Pension Par
        and DI  reserves  have been  calculated  on a  reasonable  basis and are
        adequate,  there can be no  assurance  reserves  will be  sufficient  to
        provide for future liabilities.

        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $938.6 million and $886.7 million at December 31,
        1998 and  1997,  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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Incurred benefits related to current year..........  $       202.1       $      190.2       $      189.0
        Incurred benefits related to prior years...........           22.2                2.1               69.1
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       224.3       $      192.3       $      258.1
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        17.0       $       28.8       $       32.6
        Benefits paid related to prior years...............          155.4              146.2              153.3
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       172.4       $      175.0       $      185.9
                                                            =================   ================   =================
</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, 1998,  participating  policies,  including  those in the
        Closed Block, represent  approximately 19.9% ($49.3 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  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.

                                      F-12
<PAGE>

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

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1998, 1997 and 1996,  investment  results of
        such  Separate  Accounts  were $4,591.0  million,  $3,411.1  million and
        $2,970.6 million, respectively.

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

        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  Statement,  compensation  expense is  recorded  on the date of
        grant only if the current market price of the  underlying  stock exceeds
        the  option  price.  See Note 22 for the pro forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
        for Stock-Based Compensation".

                                      F-13
<PAGE>

 3)     INVESTMENTS

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

                                                                        Gross               Gross
                                                   Amortized          Unrealized         Unrealized          Estimated
                                                      Cost              Gains              Losses            Fair Value
                                                -----------------  -----------------   ----------------   -----------------
                                                                              (In Millions)
        <S>                                     <C>                 <C>                <C>                 <C>
        December 31, 1998
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,520.8      $       793.6       $      379.6       $    14,934.8
            Mortgage-backed....................        1,807.9               23.3                 .9             1,830.3
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,464.1              107.6                 .7             1,571.0
            States and political subdivisions..           55.0                9.9                -                  64.9
            Foreign governments................          363.3               20.9               30.0               354.2
            Redeemable preferred stock.........          242.7                7.0               11.2               238.5
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,453.8      $       962.3       $      422.4       $    18,993.7
                                                =================  =================   ================   =================

          Held to Maturity:  Corporate.........  $       125.0      $         -         $        -         $       125.0
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $        58.3      $       114.9       $       22.5       $       150.7
                                                =================  =================   ================   =================

        December 31, 1997
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,850.5      $       785.0       $       74.5       $    15,561.0
            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..           52.8                6.8                 .1                59.5
            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
                                                =================  =================   ================   =================
</TABLE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities  without a readily  ascertainable  market value,  the Company
        determines  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, 1998 and 1997,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,539.9 million and $3,759.2 million,  respectively, had estimated fair
        values of $3,748.5 million and $3,903.9 million, respectively.

                                      F-14
<PAGE>

        The contractual maturity of bonds at December 31, 1998 is shown below:
<TABLE>
<CAPTION>

                                                                                        Available for Sale
                                                                                ------------------------------------
                                                                                   Amortized          Estimated
                                                                                     Cost             Fair Value
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Due in one year or less................................................  $      324.8       $      323.4
        Due in years two through five..........................................       3,778.2            3,787.9
        Due in years six through ten...........................................       6,543.4            6,594.1
        Due after ten years....................................................       5,756.8            6,219.5
        Mortgage-backed securities.............................................       1,807.9            1,830.3
                                                                                ----------------   -----------------
        Total..................................................................  $   18,211.1       $   18,755.2
                                                                                ================   =================
</TABLE>

        Corporate  bonds held to maturity  with an amortized  cost and estimated
        fair value of $125.0 million are due in one year or less.

        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
        concentrations  in any single  issuer or 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, 1998,  approximately 15.1% of the
        $18,336.1 million aggregate  amortized cost of bonds held by the Company
        was considered to be other than investment grade.

        In  addition,  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.

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Balances, beginning of year........................  $       384.5       $      137.1       $      325.3
        SFAS No. 121 release...............................            -                  -               (152.4)
        Additions charged to income........................           86.2              334.6              125.0
        Deductions for writedowns and
          asset dispositions...............................         (240.1)             (87.2)            (160.8)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        34.3       $       55.8       $       50.4
          Equity real estate...............................          196.3              328.7               86.7
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================
</TABLE>

                                      F-15
<PAGE>

        At December 31, 1998, the carrying value of fixed  maturities  which are
        non-income  producing for the twelve months  preceding the  consolidated
        balance sheet date was $60.8 million.

        At  December  31,  1998 and 1997,  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 $7.0  million  (0.2% of total
        mortgage loans on real estate) and $23.4 million (0.9% 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  $115.1
        million and $183.4 million at December 31, 1998 and 1997,  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 $10.3  million,  $17.2  million and $35.5  million in
        1998, 1997 and 1996, respectively.  Gross interest income on these loans
        included in net investment income aggregated $8.3 million, $12.7 million
        and $28.2 million in 1998, 1997 and 1996, respectively.

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

                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                   1998                 1997
                                                                            -------------------  -------------------
                                                                                         (In Millions)
        <S>                                                                 <C>                  <C>
        Impaired mortgage loans with provision for losses..................  $        125.4       $        196.7
        Impaired mortgage loans without provision for losses...............             8.6                  3.6
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           134.0                200.3
        Provision for losses...............................................           (29.0)               (51.8)
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        105.0       $        148.5
                                                                            ===================  ===================
</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.

        During 1998, 1997 and 1996, respectively, the Company's average recorded
        investment in impaired mortgage loans was $161.3 million, $246.9 million
        and  $552.1  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $12.3  million,  $15.2 million and $38.8 million
        ($.9 million, $2.3 million and $17.9 million recognized on a cash basis)
        for 1998, 1997 and 1996, 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, 1998 and 1997,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $836.2  million  and  $1,023.5   million,
        respectively. For 1998, 1997 and 1996, respectively, real estate of $7.1
        million,  $152.0 million and $58.7 million was acquired in  satisfaction
        of debt. At December 31, 1998 and 1997, the Company owned $552.3 million
        and  $693.3   million,   respectively,   of  real  estate   acquired  in
        satisfaction of debt.

        Depreciation  of real estate held for  production  of income 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 $374.8  million  and $541.1  million at
        December 31, 1998 and 1997,  respectively.  Depreciation expense on real
        estate totaled $30.5 million,  $74.9 million and $91.8 million for 1998,
        1997 and 1996, respectively.

                                      F-16
<PAGE>

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial information for real estate joint ventures
        (25 and 29  individual  ventures  as of  December  31,  1998  and  1997,
        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,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        BALANCE SHEETS
        Investments in real estate, at depreciated cost........................  $       913.7      $     1,700.9
        Investments in securities, generally at estimated fair value...........          636.9            1,374.8
        Cash and cash equivalents..............................................           85.9              105.4
        Other assets...........................................................          279.8              584.9
                                                                                ----------------   -----------------
        Total Assets...........................................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Borrowed funds - third party...........................................  $       367.1      $       493.4
        Borrowed funds - the Company...........................................           30.1               31.2
        Other liabilities......................................................          197.2              284.0
                                                                                ----------------   -----------------
        Total liabilities......................................................          594.4              808.6
                                                                                ----------------   -----------------

        Partners' capital......................................................        1,321.9            2,957.4
                                                                                ----------------   -----------------
        Total Liabilities and Partners' Capital................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Equity in partners' capital included above.............................  $       312.9      $       568.5
        Equity in limited partnership interests not included above.............          442.1              331.8
        Other..................................................................             .7                4.3
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $       755.7      $       904.6
                                                                                ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       246.1       $      310.5       $      348.9
        Revenues of other limited partnership interests....          128.9              506.3              386.1
        Interest expense - third party.....................          (33.3)             (91.8)            (111.0)
        Interest expense - the Company.....................           (2.6)              (7.2)             (30.0)
        Other expenses.....................................         (197.0)            (263.6)            (282.5)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       142.1       $      454.2       $      311.5
                                                            =================   ================   =================

        Equity in net earnings included above..............  $        59.6       $       76.7       $       73.9
        Equity in net earnings of limited partnership
          interests not included above.....................           22.7               69.5               35.8
        Other..............................................            -                  (.9)                .9
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $        82.3       $      145.3       $      110.6
                                                            =================   ================   =================
</TABLE>

                                      F-17
<PAGE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Fixed maturities...................................  $     1,489.0       $    1,459.4       $    1,307.4
        Mortgage loans on real estate......................          235.4              260.8              303.0
        Equity real estate.................................          356.1              390.4              442.4
        Other equity investments...........................           83.8              156.9              122.0
        Policy loans.......................................          144.9              177.0              160.3
        Other investment income............................          185.7              181.7              217.4
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,494.9            2,626.2            2,552.5

          Investment expenses..............................         (266.8)            (343.4)            (348.9)
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,228.1       $    2,282.8       $    2,203.6
                                                            =================   ================   =================
</TABLE>

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Fixed maturities...................................  $       (24.3)      $       88.1       $       60.5
        Mortgage loans on real estate......................          (10.9)             (11.2)             (27.3)
        Equity real estate.................................           74.5             (391.3)             (79.7)
        Other equity investments...........................           29.9               14.1               18.9
        Sale of subsidiaries...............................           (2.6)             252.1                -
        Issuance and sales of Alliance Units...............           19.8                -                 20.6
        Issuance and sale of DLJ common stock..............           18.2                3.0                -
        Other..............................................           (4.4)               -                 (2.8)
                                                            -----------------   ----------------   -----------------
        Investment Gains (Losses), Net.....................  $       100.2       $      (45.2)      $       (9.8)
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $101.6 million, $11.7 million
        and $29.9 million for 1998, 1997 and 1996, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted to $136.4  million for 1997. 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 fourth  quarter 1997,
        $132.3  million of  writedowns  on real  estate held for  production  of
        income were recorded.

        For 1998,  1997 and 1996,  respectively,  proceeds  received on sales of
        fixed maturities  classified as available for sale amounted to $15,961.0
        million,  $9,789.7 million and $8,353.5  million.  Gross gains of $149.3
        million,  $166.0  million and $154.2  million and gross  losses of $95.1
        million, $108.8 million and $92.7 million,  respectively,  were realized
        on these  sales.  The change in  unrealized  investment  gains  (losses)
        related to fixed  maturities  classified as available for sale for 1998,
        1997 and 1996 amounted to $(331.7) million,  $513.4 million and $(258.0)
        million, respectively.

        For 1998,  1997 and 1996,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $136.9  million,  $137.5
        million and $136.7 million, respectively.

                                      F-18
<PAGE>

        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  which  was  paid  in  1998.  The  Company  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  continues  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 for the  year  ended  December  31,  1996,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million and $226.1  million and combined  net earnings of $10.7  million
        and $30.7 million.

        In 1996,  Alliance  acquired the business of Cursitor  Holdings L.P. 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
        additional  consideration to be determined at a later date but currently
        estimated to not exceed $10.0 million. 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,
        1998, the Company's ownership of Alliance Units was approximately 56.7%.

                                      F-19
<PAGE>

        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets as a component of accumulated  comprehensive  income and
        the changes for the corresponding years, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Balance, beginning of year.........................  $       533.6       $      189.9       $      396.5
        Changes in unrealized investment gains (losses)....         (242.4)             543.3             (297.6)
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........           (5.7)              53.2                -
            DAC............................................           13.2              (89.0)              42.3
            Deferred Federal income taxes..................           85.4             (163.8)              48.7
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================

        Balance, end of year comprises:
          Unrealized investment gains on:
            Fixed maturities...............................  $       539.9       $      871.2       $      357.8
            Other equity investments.......................           92.4               33.7               31.6
            Other, principally Closed Block................          111.1               80.9               53.1
                                                            -----------------   ----------------   -----------------
              Total........................................          743.4              985.8              442.5
          Amounts of unrealized investment gains
            attributable to:
              Participating group annuity contracts........          (24.7)             (19.0)             (72.2)
              DAC..........................................         (127.8)            (141.0)             (52.0)
              Deferred Federal income taxes................         (206.8)            (292.2)            (128.4)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================
</TABLE>

 6)     ACCUMULATED OTHER COMPREHENSIVE INCOME

        Accumulated other comprehensive  income represents  cumulative gains and
        losses on items that are not reflected in earnings. The balances for the
        years 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Unrealized gains on investments....................  $       384.1       $      533.6       $      189.9
        Minimum pension liability..........................          (28.3)             (17.3)             (12.9)
                                                            -----------------   ----------------   -----------------
        Total Accumulated Other
          Comprehensive Income.............................  $       355.8       $      516.3       $      177.0
                                                            =================   ================   =================
</TABLE>

                                      F-20
<PAGE>

        The components of other  comprehensive  income for the years 1998,  1997
        and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Net unrealized gains (losses) on investment
          securities:
          Net unrealized gains (losses) arising during
            the period.....................................  $      (186.1)      $      564.0       $     (249.8)
          Reclassification adjustment for (gains) losses
            included in net earnings.......................          (56.3)             (20.7)             (47.8)
                                                            -----------------   ----------------   -----------------

        Net unrealized gains (losses) on investment
          securities.......................................         (242.4)             543.3             (297.6)
        Adjustments for policyholder liabilities,
          DAC and deferred
          Federal income taxes.............................           92.9             (199.6)              91.0
                                                            -----------------   ----------------   -----------------
        Change in unrealized gains (losses), net of
          reclassification and adjustments.................         (149.5)             343.7             (206.6)
        Change in minimum pension liability................          (11.0)              (4.4)              22.2
                                                            -----------------   ----------------   -----------------
        Total Other Comprehensive Income...................  $      (160.5)      $      339.3       $     (184.4)
                                                            =================   ================   =================
</TABLE>

 7)     CLOSED BLOCK

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

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $4,149.0 and $4,059.4)...........................................  $    4,373.2         $    4,231.0
        Mortgage loans on real estate........................................       1,633.4              1,341.6
        Policy loans.........................................................       1,641.2              1,700.2
        Cash and other invested assets.......................................          86.5                282.0
        DAC..................................................................         676.5                775.2
        Other assets.........................................................         221.6                236.6
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    8,632.4         $    8,566.6
                                                                              =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances...........  $    9,013.1         $    8,993.2
        Other liabilities....................................................          63.9                 80.5
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    9,077.0         $    9,073.7
                                                                              =================    =================
</TABLE>

                                      F-21
<PAGE>

<TABLE>
<CAPTION>
                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>                 <C>                <C>
        Revenues
        Premiums and other revenue.........................  $       661.7       $      687.1       $      724.8
        Investment income (net of investment
          expenses of $15.5, $27.0 and $27.3)..............          569.7              574.9              546.6
        Investment losses, net.............................             .5              (42.4)              (5.5)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,231.9            1,219.6            1,265.9
                                                            -----------------   ----------------   -----------------

        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,082.0            1,066.7            1,106.3
        Other operating costs and expenses.................           62.8               50.4               34.6
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,144.8            1,117.1            1,140.9
                                                            -----------------   ----------------   -----------------

        Contribution from the Closed Block.................  $        87.1       $      102.5       $      125.0
                                                            =================   ================   =================
</TABLE>

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        an amortized  cost of $5.1 million and $8.1 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized  cost of $26.0 million and $70.5 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,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Impaired mortgage loans with provision for losses......................  $        55.5      $       109.1
        Impaired mortgage loans without provision for losses...................            7.6                 .6
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           63.1              109.7
        Provision for losses...................................................          (10.1)             (17.4)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        53.0      $        92.3
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $85.5 million,  $110.2 million
        and $153.8 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $4.7  million,  $9.4 million and $10.9
        million  ($1.5  million,  $4.1 million and $4.7 million  recognized on a
        cash basis) for 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted to $11.1  million  and $18.5  million on
        mortgage  loans on real estate and $15.4  million  and $16.8  million on
        equity real estate at December  31, 1998 and 1997,  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 and $12.8 million for 1997 and 1996, respectively. 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 fourth
        quarter  1997,  $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-22
<PAGE>

 8)     DISCONTINUED OPERATIONS

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

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Assets
        Mortgage loans on real estate........................................  $      553.9         $      635.2
        Equity real estate...................................................         611.0                874.5
        Other equity investments.............................................         115.1                209.3
        Other invested assets................................................          24.9                152.4
                                                                              -----------------    -----------------
          Total investments..................................................       1,304.9              1,871.4
        Cash and cash equivalents............................................          34.7                106.8
        Other assets.........................................................         219.0                243.8
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================

        Liabilities
        Policyholders' liabilities...........................................  $    1,021.7         $    1,048.3
        Allowance for future losses..........................................         305.1                259.2
        Amounts due to continuing operations.................................           2.7                572.8
        Other liabilities....................................................         229.1                341.7
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>              <C>                 <C>
        Revenues
        Investment income (net of investment
          expenses of $63.3, $97.3 and $127.5).............  $       160.4       $      188.6       $      245.4
        Investment gains (losses), net.....................           35.7             (173.7)             (18.9)
        Policy fees, premiums and other income.............           (4.3)                .2                 .2
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          191.8               15.1              226.7

        Benefits and other deductions......................          141.5              169.5              250.4
        Earnings added (losses charged) to allowance
          for future losses................................           50.3             (154.4)             (23.7)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax earnings from releasing (loss from
          strengthening) of the allowance for future
          losses...........................................            4.2             (134.1)            (129.0)
        Federal income tax (expense) benefit...............           (1.5)              46.9               45.2
                                                            -----------------   ----------------   -----------------
        Earnings (Loss) from Discontinued Operations.......  $         2.7       $      (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 a release of allowance in
        1998 and strengthening of allowance in 1997 and 1996.

                                      F-23
<PAGE>

        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 fourth  quarter  1997,  $92.5 million of writedowns on
        real estate held for production of income were recognized.

        Benefits and other deductions includes $26.6 million,  $53.3 million and
        $114.3  million of interest  expense  related to amounts  borrowed  from
        continuing operations in 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted  to $3.0  million  and $28.4  million on
        mortgage  loans on real estate and $34.8  million  and $88.4  million on
        equity real estate at December  31, 1998 and 1997,  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, 1998 and 1997, problem mortgage loans on real estate had
        amortized  costs of $1.1 million and $11.0  million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had  amortized  costs of $3.5 million and $109.4  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,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Impaired mortgage loans with provision for losses......................  $         6.7      $       101.8
        Impaired mortgage loans without provision for losses...................            8.5                 .2
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           15.2              102.0
        Provision for losses...................................................           (2.1)             (27.3)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        13.1      $        74.7
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $73.3 million,  $89.2
        million and $134.8 million, respectively.  Interest income recognized on
        these  impaired  mortgage  loans totaled $4.7 million,  $6.6 million and
        $10.1 million ($3.4 million, $5.3 million and $7.5 million recognized on
        a cash basis) for 1998, 1997 and 1996, respectively.

        At December  31, 1998 and 1997,  discontinued  operations  had  carrying
        values of $50.0 million and $156.2 million, respectively, of real estate
        acquired in satisfaction of debt.

                                      F-24
<PAGE>

 9)     SHORT-TERM AND LONG-TERM DEBT

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

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Short-term debt......................................................  $      179.3         $      422.2
                                                                              -----------------    -----------------
        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                199.7
          Other..............................................................            .3                   .3
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         599.4                599.4
                                                                              -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 5.91% - 12.00%, due through 2017...................         392.2                676.6
                                                                              -----------------    -----------------
        Alliance:
          Other..............................................................          10.8                 18.5
                                                                              -----------------    -----------------
        Total long-term debt.................................................       1,002.4              1,294.5
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,181.7         $    1,716.7
                                                                              =================    =================
</TABLE>

        Short-term Debt

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying  interest rates and expires in September
        2000. The interest rates are based on external indices  dependent on the
        type of  borrowing  and at December  31, 1998 range from 5.23% to 7.75%.
        There were no borrowings  outstanding under this bank credit facility at
        December 31, 1998.

        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,  1998,  there were no  borrowings  outstanding  under this
        program.

        During  July 1998,  Alliance  entered  into a $425.0  million  five-year
        revolving  credit  facility  with a  group  of  commercial  banks  which
        replaced a $250.0 million revolving credit facility. 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.  During  September 1998,  Alliance
        increased the size of its  commercial  paper program from $250.0 million
        to $425.0  million.  Borrowings  from these two  sources  may not exceed
        $425.0 million in the aggregate.  The revolving credit facility provides
        backup liquidity for commercial paper issued under Alliance's commercial
        paper  program  and can be used as a direct  source  of  borrowing.  The
        revolving credit facility contains  covenants which require Alliance to,
        among other things,  meet certain  financial  ratios. As of December 31,
        1998, Alliance had commercial paper outstanding  totaling $179.5 million
        at an  effective  interest  rate of 5.5% and  there  were no  borrowings
        outstanding under Alliance's 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.

                                      F-25
<PAGE>

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $640.2  million and  $1,164.0  million at December 31, 1998
        and  1997,  respectively,  as  collateral  for  certain  short-term  and
        long-term debt.

        At December 31, 1998,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1999 and the succeeding
        four years are $322.8 million,  $6.9 million, $1.7 million, $1.8 million
        and $2.0 million, respectively, and $668.0 million thereafter.

10)     FEDERAL INCOME TAXES

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Federal income tax expense (benefit):
          Current..........................................  $       283.3       $      186.5       $       97.9
          Deferred.........................................           69.8              (95.0)             (88.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Expected Federal income tax expense................  $       414.3       $      234.7       $       73.0
        Non-taxable minority interest......................          (33.2)             (38.0)             (28.6)
        Adjustment of tax audit reserves...................           16.0              (81.7)               6.9
        Equity in unconsolidated subsidiaries..............          (39.3)             (45.1)             (32.3)
        Other..............................................           (4.7)              21.6               (9.3)
                                                            -----------------   ----------------   -----------------
        Federal Income Tax Expense.........................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The components of the net deferred Federal income taxes are as follows:
<TABLE>
<CAPTION>

                                                       December 31, 1998                  December 31, 1997
                                                ---------------------------------  ---------------------------------
                                                    Assets         Liabilities         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                      <C>              <C>               <C>               <C>
        Compensation and related benefits......  $     235.3      $        -        $      257.9      $       -
        Other..................................         27.8               -                30.7              -
        DAC, reserves and reinsurance..........          -               231.4               -              222.8
        Investments............................          -               364.4               -              405.7
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     263.1      $      595.8      $      288.6      $     628.5
                                                ===============  ================  ===============   ===============
</TABLE>

                                      F-26
<PAGE>

        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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>              <C>                <C>
        DAC, reserves and reinsurance......................  $        (7.7)      $       46.2       $     (156.2)
        Investments........................................           46.8             (113.8)              78.6
        Compensation and related benefits..................           28.6                3.7               22.3
        Other..............................................            2.1              (31.1)             (32.9)
                                                            -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          Expense (Benefit)................................  $        69.8       $      (95.0)      $      (88.2)
                                                            =================   ================   =================
</TABLE>

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Holding  Company's  consolidated  Federal income tax returns for the
        years 1992 through 1996.  Management  believes these audits will have no
        material adverse effect on the Company's results of operations.

11)     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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Direct premiums....................................  $       438.8       $      448.6       $      461.4
        Reinsurance assumed................................          203.6              198.3              177.5
        Reinsurance ceded..................................          (54.3)             (45.4)             (41.3)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       588.1       $      601.5       $      597.6
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        75.7       $       61.0       $       48.2
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        85.9       $       70.6       $       54.1
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        39.5       $       36.4       $       32.3
                                                            =================   ================   =================
</TABLE>

        Beginning in May 1997, the Company began  reinsuring on a yearly renewal
        term basis 90% of the  mortality  risk on new  issues of  certain  term,
        universal  and  variable  life  products.  During  1996,  the  Company's
        retention  limit on joint  survivorship  policies was increased to $15.0
        million.  Effective  January 1, 1994,  all in force  business above $5.0
        million was  reinsured.  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 $1.3 million,
        $1.6  million and $2.4  million for 1998,  1997 and 1996,  respectively.
        Ceded death and disability benefits totaled $15.6 million,  $4.3 million
        and $21.2  million  for 1998,  1997 and  1996,  respectively.  Insurance
        liabilities  ceded totaled $560.3 million and $593.8 million at December
        31, 1998 and 1997, respectively.

                                      F-27
<PAGE>

12)     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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Service cost.......................................  $        33.2       $       32.5       $       33.8
        Interest cost on projected benefit obligations.....          129.2              128.2              120.8
        Actual return on assets............................         (175.6)            (307.6)            (181.4)
        Net amortization and deferrals.....................            6.1              166.6               43.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        (7.1)      $       19.7       $       16.6
                                                            =================   ================   =================
</TABLE>

        The  plan's  projected  benefit   obligation  under  the  qualified  and
        non-qualified plans was comprised of:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Benefit obligation, beginning of year..................................  $    1,801.3       $    1,765.5
        Service cost...........................................................          33.2               32.5
        Interest cost..........................................................         129.2              128.2
        Actuarial (gains) losses...............................................         108.4              (15.5)
        Benefits paid..........................................................        (138.7)            (109.4)
                                                                                ----------------   -----------------
        Benefit Obligation, End of Year........................................  $    1,933.4       $    1,801.3
                                                                                ================   =================
</TABLE>

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

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Plan assets at fair value, beginning of year...........................  $    1,867.4       $    1,626.0
        Actual return on plan assets...........................................         338.9              307.5
        Contributions..........................................................           -                 30.0
        Benefits paid and fees.................................................        (123.2)             (96.1)
                                                                                ----------------   -----------------
        Plan assets at fair value, end of year.................................       2,083.1            1,867.4
        Projected benefit obligations..........................................       1,933.4            1,801.3
                                                                                ----------------   -----------------
        Projected benefit obligations less than plan assets....................         149.7               66.1
        Unrecognized prior service cost........................................          (7.5)              (9.9)
        Unrecognized net loss from past experience different
          from that assumed....................................................          38.7               95.0
        Unrecognized net asset at transition...................................           1.5                3.1
                                                                                ----------------   -----------------
        Prepaid  Pension Cost..................................................  $      182.4       $      154.3
                                                                                ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.0% and 3.83%, respectively,  at December 31, 1998 and
        7.25% and 4.07%,  respectively,  at December 31, 1997.  As of January 1,
        1998 and 1997,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25%.

                                      F-28
<PAGE>

        The  Company  recorded,  as  a  reduction  of  shareholders'  equity  an
        additional minimum pension liability of $28.3 million and $17.3 million,
        net  of  Federal   income   taxes,   at  December  31,  1998  and  1997,
        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 $31.8 million,
        $33.2 million and $34.7 million for 1998, 1997 and 1996, 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 1998,  1997 and 1996,  the  Company  made
        estimated  postretirement  benefits  payments  of $28.4  million,  $18.7
        million and $18.9 million, respectively.

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Service cost.......................................  $         4.6       $        4.5       $        5.3
        Interest cost on accumulated postretirement
          benefits obligation..............................           33.6               34.7               34.6
        Net amortization and deferrals.....................             .5                1.9                2.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        38.7       $       41.1       $       42.3
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        Accumulated postretirement benefits obligation, beginning
          of year..............................................................  $      490.8       $      388.5
        Service cost...........................................................           4.6                4.5
        Interest cost..........................................................          33.6               34.7
        Contributions and benefits paid........................................         (28.4)              72.1
        Actuarial (gains) losses...............................................         (10.2)              (9.0)
                                                                                ----------------   -----------------
        Accumulated postretirement benefits obligation, end of year............         490.4              490.8
        Unrecognized prior service cost........................................          31.8               40.3
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions....................        (121.2)            (140.6)
                                                                                ----------------   -----------------
        Accrued Postretirement Benefits Cost...................................  $      401.0       $      390.5
                                                                                ================   =================
</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 medical benefits will be limited to 200%
        of 1993 costs for all participants.

                                      F-29
<PAGE>

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated   postretirement  benefits  obligation  was  8.0%  in  1998,
        gradually  declining  to 2.5% in the year  2009,  and in 1997 was 8.75%,
        gradually declining to 2.75% in the year 2009. The discount rate used in
        determining the accumulated  postretirement benefits obligation was 7.0%
        and 7.25% at December 31, 1998 and 1997, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be  increased  4.83%.  The effect of this change on the sum of the
        service  cost and  interest  cost would be an increase of 4.57%.  If the
        health  care  cost  trend  rate  assumptions  were  decreased  by 1% the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be decreased by 5.6%.  The effect of this change on the sum of the
        service cost and interest cost would be a decrease of 5.4%.

13)     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,  1998 and  1997,  respectively,  was  $880.9  million  and
        $1,353.4  million.  The average  unexpired  terms at  December  31, 1998
        ranged from 1 month to 4.3 years.  At  December  31,  1998,  the cost of
        terminating  swaps in a loss position was $8.0 million.  Equitable  Life
        has implemented an interest rate cap program designed to hedge crediting
        rates  on   interest-sensitive   individual  annuities  contracts.   The
        outstanding notional amounts at December 31, 1998 of contracts purchased
        and sold were $8,450.0 million and $875.0 million, respectively. The net
        premium paid by Equitable Life on these  contracts was $54.8 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, 1998 and 1997.

                                      F-30
<PAGE>

        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.

        Fair values for long-term debt are  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, 7 and 8:
<TABLE>
<CAPTION>

                                                                           December 31,
                                                --------------------------------------------------------------------
                                                              1998                               1997
                                                ---------------------------------  ---------------------------------
                                                   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..........  $    2,809.9     $     2,961.8     $     2,611.4     $    2,822.8
        Other limited partnership interests....         562.6             562.6             509.4            509.4
        Policy loans...........................       2,086.7           2,370.7           2,422.9          2,493.9
        Policyholders' account balances -
          investment contracts.................      12,892.0          13,396.0          12,611.0         12,714.0
        Long-term debt.........................       1,002.4           1,025.2           1,294.5          1,257.0

        Closed Block Financial Instruments:
        Mortgage loans on real estate..........       1,633.4           1,703.5           1,341.6          1,420.7
        Other equity investments...............          56.4              56.4              86.3             86.3
        Policy loans...........................       1,641.2           1,929.7           1,700.2          1,784.2
        SCNILC liability.......................          25.0              25.0              27.6             30.3

        Discontinued Operations Financial
        Instruments:
        Mortgage loans on real estate..........         553.9             599.9             655.5            779.9
        Fixed maturities.......................          24.9              24.9              38.7             38.7
        Other equity investments...............         115.1             115.1             209.3            209.3
        Guaranteed interest contracts..........          37.0              34.0              37.0             34.0
        Long-term debt.........................         147.1             139.8             296.4            297.6
</TABLE>

                                      F-31
<PAGE>

14)     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 $142.9 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $287.3 million at December 31, 1998, 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 $24.7 million of letters of credit  outstanding
        at December 31, 1998.

15)     LITIGATION

        Major Medical Insurance Cases

        Equitable Life agreed to settle,  subject to court approval,  previously
        disclosed cases involving  lifetime  guaranteed  renewable major medical
        insurance  policies issued by Equitable Life in five 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.  In certain cases  plaintiffs also claimed that
        Equitable Life  misrepresented  to policyholders  that premium increases
        had been  approved  by  insurance  departments,  and that it  determined
        annual  rate  increases  in a  manner  that  discriminated  against  the
        policyholders.

        In December 1997,  Equitable  Life entered into a settlement  agreement,
        subject  to  court  approval,  which  would  result  in  creation  of  a
        nationwide class consisting of all persons holding,  and paying premiums
        on, the  policies  at any time since  January 1, 1988 and the  dismissal
        with prejudice of the pending  actions and the resolution of all similar
        claims on a nationwide basis.  Under the terms of the settlement,  which
        involves   approximately  127,000  former  and  current   policyholders,
        Equitable  Life would pay $14.2  million in exchange  for release of all
        claims and will provide future relief to certain  current  policyholders
        by  restricting  future premium  increases,  estimated to have a present
        value of $23.3 million.  This estimate is based upon  assumptions  about
        future events that cannot be predicted  with  certainty and  accordingly
        the actual value of the future  relief may vary.  In October  1998,  the
        court entered a judgment  approving  the  settlement  agreement  and, in
        November, a member of the national class filed a notice of appeal of the
        judgment. In January 1999, the Court of Appeals granted Equitable Life's
        motion to dismiss the appeal.

        Life Insurance and Annuity Sales Cases

        A number of lawsuits  are  pending as  individual  claims and  purported
        class  actions  against  Equitable  Life  and its  subsidiary  insurance
        companies Equitable Variable Life Insurance Company ("EVLICO," which was
        merged into Equitable Life effective  January 1, 1997) and The Equitable
        of Colorado,  Inc. ("EOC").  These actions involve,  among other things,
        sales of life and annuity  products for varying periods from 1980 to the
        present,    and   allege,    among   other   things,    sales   practice
        misrepresentation  primarily  involving:  the number of premium payments
        required;  the  propriety  of a product as an  investment  vehicle;  the
        propriety  of a product as a  replacement  of an  existing  policy;  and
        failure to  disclose a product as life  insurance.  Some  actions are in
        state  courts  and  others  are  in  U.S.  District  Courts  in  varying
        jurisdictions,  and are in varying  stages of discovery  and motions for
        class certification.

                                      F-32
<PAGE>

        In general,  the plaintiffs  request an  unspecified  amount of damages,
        punitive damages,  enjoinment from the described practices,  prohibition
        against  cancellation  of policies for  non-payment  of premium or other
        remedies, as well as attorneys' fees and expenses.  Similar actions have
        been filed against  other life and health  insurers and have resulted in
        the  award of  substantial  judgments,  including  material  amounts  of
        punitive damages, or in substantial settlements. Although the outcome of
        litigation cannot be predicted with certainty, particularly in the early
        stages  of an  action,  The  Equitable's  management  believes  that the
        ultimate  resolution  of these cases should not have a material  adverse
        effect on the  financial  position  of The  Equitable.  The  Equitable'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
        Equitable's results of operations in any particular period.

        Discrimination Case

        Equitable Life is a defendant in an action,  certified as a class action
        in September  1997, in the United States District Court for the Northern
        District of Alabama, Southern Division, involving alleged discrimination
        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 litigation  cannot be predicted with  certainty,
        The Equitable's management believes that the ultimate resolution of this
        matter  should  not have a  material  adverse  effect  on the  financial
        position of The Equitable.  The  Equitable'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 Equitable's  results of operations
        in any particular period.

        Alliance Capital

        In July 1995, a class action  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 original complaint was dismissed
        in 1996;  on appeal,  the  dismissal  was  affirmed.  In  October  1996,
        plaintiffs  filed a  motion  for  leave  to file an  amended  complaint,
        alleging  the  Fund  failed  to  hedge  against  currency  risk  despite
        representations  that it would do so, the Fund did not properly disclose
        that it planned to invest in mortgage-backed  derivative  securities and
        two Fund  advertisements  misrepresented  the risks of  investing in the
        Fund. In October 1998,  the U.S. Court of Appeals for the Second Circuit
        issued an order granting plaintiffs' motion to file an amended complaint
        alleging  that the Fund  misrepresented  its  ability  to hedge  against
        currency  risk  and  denying  plaintiffs'  motion  to  file  an  amended
        complaint  containing the other allegations.  Alliance believes that the
        allegations in the amended complaint,  which was filed in February 1999,
        are without merit and intends to defend itself vigorously  against these
        claims.  While the ultimate  outcome of this matter cannot be determined
        at this time,  Alliance's management does not expect that it will have a
        material adverse effect on Alliance's results of operations or financial
        condition.

        DLJSC

        DLJSC is a defendant  along with certain other parties in a class action
        complaint  involving the underwriting of units,  consisting of notes and
        warrants  to  purchase  common  shares,  of Rickel  Home  Centers,  Inc.
        ("Rickel"), which filed a voluntary petition for reorganization pursuant
        to Chapter 11 of the Bankruptcy  Code. The complaint  seeks  unspecified
        compensatory  and punitive  damages from DLJSC, as an underwriter and as
        an owner of 7.3% of the common stock,  for alleged  violation of Federal
        securities  laws and  common  law fraud for  alleged  misstatements  and
        omissions contained in the prospectus and registration statement used in
        the offering of the units.  DLJSC is defending itself vigorously against
        all the allegations contained in the complaint. Although there can be no
        assurance,  DLJ's  management does not believe that the ultimate outcome
        of  this  litigation  will  have a  material  adverse  effect  on  DLJ's
        consolidated  financial  condition.  Due  to the  early  stage  of  this
        litigation,  based on the information  currently  available to it, DLJ's
        management  cannot predict  whether or not such  litigation  will have a
        material adverse effect on DLJ's results of operations in any particular
        period.

                                      F-33
<PAGE>

        DLJSC is a defendant in a purported  class action filed in a Texas State
        Court on behalf  of the  holders  of $550  million  principal  amount of
        subordinated   redeemable   discount   debentures  of  National   Gypsum
        Corporation  ("NGC").  The debentures were canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        litigation   seeks   compensatory   and  punitive  damages  for  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        proceedings.  Trial is  expected  in early May 1999.  DLJSC  intends  to
        defend itself  vigorously  against all the allegations  contained in the
        complaint. Although there can be no assurance, DLJ's management does not
        believe  that  the  ultimate  outcome  of this  litigation  will  have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a  defendant  in a  complaint  which  alleges  that DLJSC and a
        number of other financial institutions and several individual defendants
        violated civil provisions of RICO by inducing  plaintiffs to invest over
        $40 million in The Securities  Groups,  a number of tax shelter  limited
        partnerships,  during the years 1978 through 1982. The  plaintiffs  seek
        recovery of the loss of their  entire  investment  and an  approximately
        equivalent  amount of  tax-related  damages.  Judgment for damages under
        RICO are subject to  trebling.  Discovery  is  complete.  Trial has been
        scheduled  for May 17,  1999.  DLJSC  believes  that it has  meritorious
        defenses  to the  complaints  and will  continue  to  contest  the suits
        vigorously.  Although there can be no assurance,  DLJ's  management does
        not believe that the  ultimate  outcome of this  litigation  will have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a defendant  along with certain  other  parties in four actions
        involving Mid-American Waste Systems, Inc. ("Mid-American"), which filed
        a voluntary  petition for  reorganization  pursuant to Chapter 11 of the
        Bankruptcy  Code  in  January  1997.   Three  actions  seek  rescission,
        compensatory and punitive damages for DLJSC's role in underwriting notes
        of Mid-American.  The other action,  filed by the Plan Administrator for
        the bankruptcy  estate of Mid-American,  alleges that DLJSC is liable as
        an  underwriter  for alleged  misrepresentations  and  omissions  in the
        prospectus   for  the  notes,   and  liable  as  financial   advisor  to
        Mid-American  for  allegedly  failing to advise  Mid-American  about its
        financial condition.  DLJSC believes that it has meritorious defenses to
        the  complaints  and will  continue  to  contest  the suits  vigorously.
        Although there can be no assurance,  DLJ's  management  does not believe
        that the  ultimate  outcome  of this  litigation  will  have a  material
        adverse effect on DLJ's  consolidated  financial  condition.  Based upon
        information  currently  available to it, DLJ's management cannot predict
        whether or not such  litigation  will have a material  adverse effect on
        DLJ's results of operations in any particular period.

        Other Matters

        In addition to the matters  described above, the Holding Company 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.

16)     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 1999 and the succeeding  four years are $98.7 million,  $92.7
        million,  $73.4 million, $59.9 million, $55.8 million and $550.1 million
        thereafter. Minimum future sublease rental income on these noncancelable
        leases  for 1999 and the  succeeding  four years is $7.6  million,  $5.6
        million,  $4.6  million,  $2.3  million,  $2.3 million and $25.4 million
        thereafter.

                                      F-34
<PAGE>

        At December 31, 1998, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1999
        and the succeeding four years is $189.2 million,  $177.0 million, $165.5
        million, $145.4 million, $122.8 million and $644.7 million thereafter.

17)     OTHER OPERATING COSTS AND EXPENSES

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

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Compensation costs.................................  $       772.0       $      721.5       $      704.8
        Commissions........................................          478.1              409.6              329.5
        Short-term debt interest expense...................           26.1               31.7                8.0
        Long-term debt interest expense....................           84.6              121.2              137.3
        Amortization of policy acquisition costs...........          292.7              287.3              405.2
        Capitalization of policy acquisition costs.........         (609.1)            (508.0)            (391.9)
        Rent expense, net of sublease income...............          100.0              101.8              113.7
        Cursitor intangible assets writedown...............            -                120.9                -
        Other..............................................        1,056.8              917.9              769.1
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,201.2       $    2,203.9       $    2,075.7
                                                            =================   ================   =================
</TABLE>

        During 1997 and 1996,  the Company  restructured  certain  operations in
        connection with cost reduction  programs and recorded pre-tax provisions
        of $42.4  million and $24.4  million,  respectively.  The  amounts  paid
        during 1998,  associated  with cost  reduction  programs,  totaled $22.6
        million.  At December 31, 1998,  the  liabilities  associated  with cost
        reduction  programs  amounted to $39.4 million.  The 1997 cost reduction
        program  included 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. Amortization
        of DAC in 1996 included a $145.0  million  writeoff of DAC related to DI
        contracts.

18)     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 1998, 1997 and 1996,  statutory net
        income (loss)  totaled  $384.4  million,  $(351.7)  million and $(351.1)
        million,  respectively.  Statutory  surplus,  capital  stock  and  Asset
        Valuation  Reserve ("AVR") totaled $4,728.0 million and $3,907.1 million
        at December 31, 1998 and 1997, respectively. No dividends have been paid
        by Equitable Life to the Holding Company to date.

        At December 31, 1998, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $25.6  million  of  securities
        deposited with such government or state agencies.

        The differences  between  statutory surplus and capital stock determined
        in accordance  with Statutory  Accounting  Principles  ("SAP") and total
        shareholders' equity on a GAAP basis are primarily  attributable to: (a)
        inclusion  in  SAP  of  an  AVR  intended  to  stabilize   surplus  from
        fluctuations in the value of the investment portfolio; (b) future policy
        benefits and policyholders'  account balances under SAP differ from GAAP
        due  to  differences   between   actuarial   assumptions  and  reserving
        methodologies;  (c) certain policy  acquisition costs are expensed under
        SAP but deferred under GAAP and amortized over future periods to achieve
        a matching of  revenues  and  expenses;  (d)  Federal  income  taxes are
        generally  accrued  under SAP based upon  revenues  and  expenses in the
        Federal  income tax return while under GAAP deferred  taxes are provided
        for timing differences  between recognition of revenues and expenses for
        financial  reporting  and income tax  purposes;  (e) valuation of assets
        under SAP and GAAP  differ due to  different  investment  valuation  and
        depreciation methodologies,  as well as the deferral of interest-related
        realized capital gains and losses on fixed income  investments;  and (f)
        differences  in  the  accrual   methodologies  for  post-employment  and
        retirement benefit plans.

                                      F-35
<PAGE>

19)     BUSINESS SEGMENT INFORMATION

        The Company's  operations consist of Insurance and Investment  Services.
        The  Company's  management  evaluates the  performance  of each of these
        segments  independently  and  allocates  resources  based on current and
        future   requirements   of  each  segment.   Management   evaluates  the
        performance  of each segment based upon  operating  results  adjusted to
        exclude the effect of unusual or  non-recurring  events and transactions
        and  certain  revenue  and  expense  categories  not related to the base
        operations  of  the  particular   business  net  of  minority  interest.
        Information for all periods is presented on a comparable basis.

        Intersegment  investment  advisory and other fees of approximately $61.8
        million,  $84.1  million  and $129.2  million  for 1998,  1997 and 1996,
        respectively,  are included in total revenues of the Investment Services
        segment.   These  fees,   excluding   amounts  related  to  discontinued
        operations of $.5 million, $4.2 million and $13.3 million for 1998, 1997
        and 1996, respectively, are eliminated in consolidation.

        The following  tables  reconcile each  segment's  revenues and operating
        earnings to total  revenues  and  earnings  from  continuing  operations
        before Federal income taxes and cumulative  effect of accounting  change
        as reported on the consolidated statements of earnings and the segments'
        assets to total assets on the consolidated balance sheets, respectively.
<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>
        1998
        Segment revenues.....................  $     4,029.8     $    1,438.4       $        (5.7)    $    5,462.5
        Investment gains.....................           64.8             35.4                 -              100.2
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     4,094.6     $    1,473.8       $        (5.7)    $    5,562.7
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       688.6     $      284.3       $         -       $      972.9
        Investment gains , net of
          DAC and other charges..............           41.7             27.7                 -               69.4
        Pre-tax minority interest............            -              141.5                 -              141.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       730.3     $      453.5       $         -       $    1,183.8
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    75,626.0     $   12,379.2       $       (64.4)    $   87,940.8
                                              ===============   =================  ===============   ================


        1997
        Segment revenues.....................  $     3,990.8     $    1,200.0       $       (7.7)     $    5,183.1
        Investment gains (losses)............         (318.8)           255.1                -               (63.7)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,672.0     $    1,455.1       $       (7.7)     $    5,119.4
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       507.0     $      258.3       $        -        $      765.3
        Investment gains (losses), net of
          DAC and other charges..............         (292.5)           252.7                -               (39.8)
        Non-recurring costs and expenses.....          (41.7)          (121.6)               -              (163.3)
        Pre-tax minority interest............            -              108.5                -               108.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       172.8     $      497.9       $        -        $      670.7
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    67,762.4     $   13,691.4       $      (96.1)     $   81,357.7
                                              ===============   =================  ===============   ================
</TABLE>

                                      F-36
<PAGE>

<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>
        1996
        Segment revenues.....................  $     3,789.1     $    1,105.5       $       (12.6)    $    4,882.0
        Investment gains (losses)............          (30.3)            20.5                 -               (9.8)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,758.8     $    1,126.0       $       (12.6)    $    4,872.2
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       337.1     $      224.6       $         -       $      561.7
        Investment gains (losses), net of
          DAC and other charges..............          (37.2)            16.9                 -              (20.3)
        Reserve strengthening and DAC
          writeoff...........................         (393.0)             -                   -             (393.0)
        Non-recurring costs and
          expenses...........................          (22.3)            (1.1)                -              (23.4)
        Pre-tax minority interest............            -               83.6                 -               83.6
                                              ---------------   -----------------  ---------------   ----------------
        Earnings (Loss) from
          Continuing Operations..............  $      (115.4)    $      324.0       $         -       $      208.6
                                              ===============   =================  ===============   ================
</TABLE>

20)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The  quarterly  results of operations  for 1998 and 1997 are  summarized
        below:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
        <S>                            <C>                <C>                 <C>                  <C>
        1998
        Total Revenues................  $     1,470.2      $     1,422.9       $    1,297.6         $    1,372.0
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       212.8      $       197.0       $      136.8         $      158.9
                                       =================  =================   ==================   ==================

        Net Earnings..................  $       213.3      $       198.3       $      137.5         $      159.1
                                       =================  =================   ==================   ==================

        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)
                                       =================  =================   ==================   ==================
</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.

                                      F-37
<PAGE>

21)     INVESTMENT IN DLJ

        At December  31,  1998,  the  Company's  ownership  of DLJ  interest was
        approximately  32.5%. 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.

        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
        Company's carrying value of DLJ, are as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Assets:
        Trading account securities, at market value............................  $   13,195.1       $   16,535.7
        Securities purchased under resale agreements...........................      20,063.3           22,628.8
        Broker-dealer related receivables......................................      34,264.5           28,159.3
        Other assets...........................................................       4,759.3            3,182.0
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   35,775.6       $   36,006.7
        Broker-dealer related payables.........................................      26,161.5           26,127.2
        Short-term and long-term debt..........................................       3,997.6            3,249.5
        Other liabilities......................................................       3,219.8            2,860.9
                                                                                ----------------   -----------------
        Total liabilities......................................................      69,154.5           68,244.3
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
        Total shareholders' equity.............................................       2,927.7            2,061.5
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    2,927.7       $    2,061.5
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.7               23.5
        The Holding Company's equity ownership in DLJ..........................      (1,002.4)            (740.2)
        Minority interest in DLJ...............................................      (1,118.2)            (729.3)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      830.8       $      615.5
                                                                                ================   =================
</TABLE>

                                      F-38
<PAGE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Commission, fees and other income......................................  $    3,184.7       $    2,430.7
        Net investment income..................................................       2,189.1            1,652.1
        Dealer, trading and investment gains, net..............................          33.2              557.7
                                                                                ----------------   -----------------
        Total revenues.........................................................       5,407.0            4,640.5
        Total expenses including income taxes..................................       5,036.2            4,232.2
                                                                                ----------------   -----------------
        Net earnings...........................................................         370.8              408.3
        Dividends on preferred stock...........................................          21.3               12.2
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      349.5       $      396.1
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $      349.5       $      396.1
        Amortization of cost in excess of net assets acquired in 1985..........           (.8)              (1.3)
        The Holding Company's equity in DLJ's earnings.........................        (136.8)            (156.8)
        Minority interest in DLJ...............................................         (99.5)            (109.1)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $      112.4       $      128.9
                                                                                ================   =================
</TABLE>

22)     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 1998,  1997 and 1996  would have
        been:
<TABLE>
<CAPTION>

                                                                        1998              1997             1996
                                                                   ---------------   ---------------  ---------------
                                                                                     (In Millions)
       <S>                                                          <C>               <C>              <C>
        Net Earnings:
          As reported.............................................  $      708.2      $     437.2      $       10.3
          Pro forma...............................................         678.4            426.3               3.3
</TABLE>

        The fair values of options  granted after  December 31, 1994,  used as a
        basis  for the above pro forma  disclosures,  were  estimated  as of the
        dates of grant using the Black-Scholes  option pricing model. The option
        pricing assumptions for 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                    Holding Company                      DLJ                            Alliance
                             ------------------------------ ------------------------------- ----------------------------------
                               1998      1997       1996      1998       1997      1996       1998       1997         1996
                             --------- ---------- --------- ---------- -------------------- ---------------------- -----------

        <S>                  <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>         <C>
        Dividend yield......  0.32%      0.48%     0.80%      0.69%      0.86%     1.54%      6.50%      8.00%       8.00%

        Expected volatility.   28%        20%       20%        40%        33%       25%        29%        26%         23%

        Risk-free interest
          rate..............  5.48%      5.99%     5.92%      5.53%      5.96%     6.07%      4.40%      5.70%       5.80%

        Expected life
          in years..........    5          5         5          5          5         5         7.2        7.2         7.4

        Weighted average
          fair value per
          option at
          grant-date........  $22.64    $12.25     $6.94     $16.27     $10.81     $4.03      $3.86      $2.18       $1.35
</TABLE>

                                      F-39
<PAGE>

        A summary of the Holding Company,  DLJ and Alliance's option plans is as
        follows:
<TABLE>
<CAPTION>

                                        Holding Company                     DLJ                         Alliance
                                  ----------------------------- ----------------------------- -----------------------------
                                                    Weighted                      Weighted                     Weighted
                                                    Average                       Average                       Average
                                                    Exercise                      Exercise                     Exercise
                                                    Price of                      Price of                     Price of
                                      Shares        Options         Shares        Options         Units         Options
                                  (In Millions)   Outstanding   (In Millions)   Outstanding   (In Millions)   Outstanding
                                  --------------- ------------- --------------- ------------- -----------------------------
       <S>                              <C>          <C>             <C>         <C>               <C>          <C>
        Balance as of
          January 1, 1996........       6.7           $20.27         18.4         $13.50            9.6          $ 8.86
          Granted................        .7           $24.94          4.2         $16.27            1.4          $12.56
          Exercised..............       (.1)          $19.91          -                             (.8)         $ 6.82
          Expired................       -                             -                             -
          Forfeited..............       (.6)          $20.21          (.4)        $13.50            (.2)         $ 9.66
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1996......       6.7           $20.79         22.2         $14.03           10.0          $ 9.54
          Granted................       3.2           $41.85          6.4         $30.54            2.2          $18.28
          Exercised..............      (1.6)          $20.26          (.2)        $16.01           (1.2)         $ 8.06
          Forfeited..............       (.4)          $23.43          (.2)        $13.79            (.4)         $10.64
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1997......       7.9           $29.05         28.2         $17.78           10.6          $11.41
          Granted................       4.3           $66.26          1.5         $38.59            2.8          $26.28
          Exercised..............      (1.1)          $21.18         (1.4)        $14.91            (.9)         $ 8.91
          Forfeited..............       (.4)          $47.01          (.1)        $17.31            (.2)         $13.14
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1998......      10.7           $44.00         28.2         $19.04           12.3          $14.94
                                  ===============               =============                 ===============
</TABLE>

                                      F-40
<PAGE>

        Information  about options  outstanding  and exercisable at December 31,
        1998 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           3.7               5.19           $20.97              3.0              $20.33
        $28.50     -$45.25           3.0               8.68           $41.79              -
        $50.63     -$66.75           2.1               9.21           $52.73              -
        $81.94     -$82.56           1.9               9.62           $82.56              -
                              -----------------                                    -------------------
        $18.125    -$82.56          10.7               7.75           $44.00              3.0              $20.33
                              ================= ================= ================  ==================== ==============

                 DLJ
        ----------------------
        $13.50    -$25.99           22.3               7.1            $14.59             21.4              $15.05
        $26.00    -$38.99            5.0               8.8            $33.94              -
        $39.00    -$52.875            .9               9.4            $44.65              -
                              -----------------                                    -------------------
        $13.50    -$52.875          28.2               7.5            $19.04             21.4              $15.05
                              ================= ================== ==============  ===================== =============

              Alliance
        ----------------------
        $ 3.03    -$ 9.69            3.1               4.5            $ 8.03              2.4              $ 7.57
        $ 9.81    -$10.69            2.0               5.3            $10.05              1.6              $10.07
        $11.13    -$13.75            2.4               7.5            $11.92              1.0              $11.77
        $18.47    -$18.78            2.0               9.0            $18.48               .4              $18.48
        $22.50    -$26.31            2.8               9.9            $26.28              -                  -
                              -----------------                                    -------------------
        $  3.03   -$26.31           12.3               7.2            $14.94              5.4              $ 9.88
                              ================= =================== =============  ===================== =============
</TABLE>


                                      F-41


<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                 June 30,           December 31,
                                                                                   1999                 1998
                                                                              -----------------    -----------------
                                                                                         (In Millions)
<S>                                                                           <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................  $    19,204.4        $    18,993.7
    Held to maturity, at amortized cost.....................................          128.9                125.0
  Mortgage loans on real estate.............................................        3,269.7              2,809.9
  Equity real estate........................................................        1,522.4              1,676.9
  Policy loans..............................................................        2,160.3              2,086.7
  Other equity investments..................................................          758.0                713.3
  Investment in and loans to affiliates.....................................        1,114.3                928.5
  Other invested assets.....................................................          696.3                808.2
                                                                              -----------------    -----------------
      Total investments.....................................................       28,854.3             28,142.2
Cash and cash equivalents...................................................          907.9              1,245.5
Deferred policy acquisition costs...........................................        3,714.4              3,563.8
Other assets................................................................        3,428.8              3,054.6
Closed Block assets.........................................................        8,592.9              8,632.4
Separate Accounts assets....................................................       48,440.4             43,302.3
                                                                              -----------------    -----------------

Total Assets................................................................  $    93,938.7        $    87,940.8
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................  $    21,184.4        $    20,857.5
Future policy benefits and other policyholders' liabilities.................        4,761.2              4,726.4
Short-term and long-term debt...............................................        1,624.9              1,181.7
Other liabilities...........................................................        3,695.2              3,474.3
Closed Block liabilities....................................................        9,041.3              9,077.0
Separate Accounts liabilities...............................................       48,333.0             43,211.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................       88,640.0             82,528.2
                                                                              -----------------    -----------------

Commitments and contingencies (Note 10)

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..............................................        3,110.2              3,110.2
Retained earnings...........................................................        2,347.4              1,944.1
Accumulated other comprehensive (loss) income...............................         (161.4)               355.8
                                                                              -----------------    -----------------
      Total shareholder's equity............................................        5,298.7              5,412.6
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $    93,938.7        $    87,940.8
                                                                              =================    =================
</TABLE>


                 See Notes to Consolidated Financial Statements.




                                     F-42

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                            Three Months Ended                  Six Months Ended
                                                                 June 30,                           June 30,
                                                     ---------------------------------  ---------------------------------
                                                          1999              1998             1999              1998
                                                     ---------------   ---------------  ---------------   ---------------
                                                                                (In Millions)
<S>                                                  <C>               <C>              <C>               <C>
REVENUES
Universal life and investment-type
  product policy fee income........................  $      307.8      $     257.5      $      604.5      $      517.1
Premiums...........................................         130.7            142.6             265.6             289.1
Net investment income..............................         573.7            565.8           1,142.2           1,165.9
Investment gains, net..............................          73.4             33.2              54.1             105.6
Commissions, fees and other income.................         511.7            395.9             996.3             773.0
Contribution from the Closed Block.................          23.0             27.9              41.9              42.4
                                                     ---------------   ---------------  ---------------   ---------------
      Total revenues...............................       1,620.3          1,422.9           3,104.6           2,893.1
                                                     ---------------   ---------------  ---------------   ---------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account
  balances.........................................         269.6            283.4             539.8             582.9
Policyholders' benefits............................         253.9            258.2             494.7             520.4
Other operating costs and expenses.................         774.0            561.2           1,417.5           1,127.5
                                                     ---------------   ---------------  ---------------   ---------------
      Total benefits and other deductions..........       1,297.5          1,102.8           2,452.0           2,230.8
                                                     ---------------   ---------------  ---------------   ---------------

Earnings from continuing operations before
  Federal income taxes and minority interest.......         322.8            320.1             652.6             662.3
Federal income taxes...............................          58.3             90.8             158.7             190.7
Minority interest in net income of
  consolidated subsidiaries........................          41.9             32.3              84.0              61.8
                                                     ---------------   ---------------  ---------------   ---------------
Earnings from continuing operations................         222.6            197.0             409.9             409.8
Discontinued operations, net of Federal income
  taxes............................................          (1.3)             1.3              (6.6)              1.8
                                                     ---------------   ---------------  ---------------   ---------------

Net Earnings.......................................  $      221.3      $     198.3      $      403.3      $      411.6
                                                     ===============   ===============  ===============   ===============
</TABLE>






                 See Notes to Consolidated Financial Statements.




                                     F-43
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    1999                 1998
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                           <C>                  <C>
SHAREHOLDER'S EQUITY
Common stock, at par value, beginning of year and end of period.............  $         2.5        $         2.5
                                                                              -----------------    -----------------

Capital in excess of par value, beginning of year and end of period.........        3,110.2              3,105.8
                                                                              -----------------    -----------------

Retained earnings, beginning of year........................................        1,944.1              1,235.9
Net earnings................................................................          403.3                411.6
                                                                              -----------------    -----------------
Retained earnings, end of period............................................        2,347.4              1,647.5
                                                                              -----------------    -----------------

Accumulated other comprehensive income, beginning of year...................          355.8                516.3
Other comprehensive (loss) income...........................................         (517.2)                39.2
                                                                              -----------------    -----------------
Accumulated other comprehensive (loss) income, end of period................         (161.4)               555.5
                                                                              -----------------    -----------------

Total Shareholder's Equity, End of Period...................................  $     5,298.7        $     5,311.3
                                                                              =================    =================
</TABLE>







                 See Notes to Consolidated Financial Statements.




                                     F-44

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                    1999                 1998
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                           <C>                 <C>
Net earnings................................................................  $       403.3        $       411.6
  Adjustments to reconcile net earnings to net cash provided by
    operating activities:
    Interest credited to policyholders' account balances....................          539.8                582.9
    Universal life and investment-type policy fee income....................         (604.5)              (517.1)
    Investment gains........................................................          (54.1)              (105.6)
    Change in Federal income tax payable....................................           78.8                 44.9
    Other, net..............................................................         (204.8)               (50.1)
                                                                              -----------------    -----------------

Net cash provided by operating activities...................................          158.5                366.6
                                                                              -----------------    -----------------

Cash flows from investing activities:
  Maturities and repayments.................................................        1,046.6              1,005.1
  Sales....................................................................         4,630.4              8,648.5
  Purchases.................................................................       (7,048.7)            (9,779.6)
  Decrease in short-term investments........................................          193.5                215.5
  Decrease in loans to discontinued operations..............................            -                  300.0
  Other, net................................................................         (190.8)              (393.3)
                                                                              -----------------    -----------------

Net cash used by investing activities.......................................       (1,369.0)                (3.8)
                                                                              -----------------    -----------------

Cash flows from financing activities:
 Policyholders' account balances:
    Deposits................................................................        1,191.1                618.9
    Withdrawals.............................................................         (806.3)              (938.0)
  Increase in short-term financings.........................................          559.5                443.9
  Repayments of long-term debt..............................................           (6.2)                (6.3)
  Payment of obligation to fund accumulated deficit of
    discontinued operations.................................................            -                  (87.2)
  Other, net................................................................          (65.2)               (34.6)
                                                                              -----------------    -----------------

Net cash provided (used) by financing activities............................          872.9                 (3.3)
                                                                              -----------------    -----------------

Change in cash and cash equivalents.........................................         (337.6)               359.5
Cash and cash equivalents, beginning of year................................        1,245.5                300.5
                                                                              -----------------    -----------------

Cash and Cash Equivalents, End of Period....................................  $       907.9        $       660.0
                                                                              =================    =================

Supplemental cash flow information:
  Interest Paid.............................................................  $        56.4        $        84.5
                                                                              =================    =================
  Income Taxes Paid.........................................................  $        26.3        $       186.7
                                                                              =================    =================
</TABLE>


                 See Notes to Consolidated Financial Statements.




                                     F-45

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


 1)   BASIS OF PRESENTATION

      The  accompanying   consolidated  financial  statements  are  prepared  in
      conformity  with GAAP which  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.   These  statements  should  be  read  in
      conjunction with the consolidated  financial statements of the Company for
      the year ended  December 31, 1998.  The results of operations  for the six
      months ended June 30, 1999 are not  necessarily  indicative of the results
      to be expected for the full year.

      The terms  "second  quarter  1999" and "second  quarter 1998" refer to the
      three months ended June 30, 1999 and 1998, respectively.  The terms "first
      half of 1999" and "first half of 1998" refer to the six months  ended June
      30, 1999 and 1998, respectively.

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

 2)   NEW ACCOUNTING PRONOUNCEMENTS

      In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
      Instruments and Hedging Activities - Deferral of the Effective Date of
      FASB Statement No. 133," which defers the effective date of SFAS No. 133
      to all fiscal quarters of all fiscal years beginning after June 15, 2000.
      The Company expects to adopt SFAS No. 133 effective January 1, 2001.

 3)   DEFERRED POLICY ACQUISITION COSTS

      As part of its asset/liability management process, in second quarter 1999,
      management  initiated  a review  of the  matching  of  invested  assets to
      Insurance  product lines given their different  liability  characteristics
      and  liquidity  requirements.  As a  result  of  this  review,  management
      reallocated the current and  prospective  interests of the various product
      lines in the invested assets.  These asset  reallocations  and the related
      changes in investment yields by product line, in turn,  triggered a review
      of and revisions to the  estimated  future gross profits used to determine
      the amortization of DAC for universal life and  investment-type  products.
      The revisions to estimated  future gross profits  resulted in an after-tax
      writedown of DAC of $85.6 million (net of a Federal  income tax benefit of
      $46.1 million) for the three and six months ended June 30, 1999.




                                     F-46

<PAGE>

 4)   INVESTMENTS

      Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>
                                                                                          Six Months Ended
                                                                                              June 30,
                                                                                 -----------------------------------
                                                                                      1999                1998
                                                                                 ---------------     ---------------
                                                                                           (In Millions)
     <S>                                                                         <C>                 <C>
      Balances, beginning of year............................................... $      230.6        $     384.5
      Additions charged to income...............................................         23.9               50.4
      Deductions for writedowns and asset dispositions..........................        (74.6)             (80.6)
                                                                                 ---------------     ---------------
      Balances, End of Period................................................... $      179.9        $     354.3
                                                                                 ===============     ===============

      Balances, end of period:
        Mortgage loans on real estate........................................... $       31.3        $      29.2
        Equity real estate......................................................        148.6              325.1
                                                                                 ---------------     ---------------
      Total..................................................................... $      179.9        $     354.3
                                                                                 ===============     ===============
</TABLE>

      For the  second  quarter  and first  half of 1999 and of 1998,  investment
      income  is shown  net of  investment  expenses  of $53.1  million,  $113.3
      million, $64.3 million and $144.6 million, respectively.

      As of June 30, 1999 and December 31, 1998, fixed maturities  classified as
      available for sale had amortized costs of $19,438.4  million and $18,453.8
      million  and  fixed  maturities  in the  held to  maturity  portfolio  had
      estimated fair values of $128.9 million and $125.0 million,  respectively.
      Other equity investments include equity securities with carrying values of
      $140.5  million and $150.6  million  and costs of $39.6  million and $58.3
      million as of June 30, 1999 and December 31, 1998, respectively.

      On  January  1,  1999,   investments  in  publicly-traded   common  equity
      securities  in  the  General   Account   portfolio   within  other  equity
      investments  amounting to $102.3 million were  transferred  from available
      for sale securities to trading  securities.  As a result of this transfer,
      unrealized investment gains of $83.3 million ($43.2 million net of related
      DAC and Federal income taxes) were recognized as realized investment gains
      in the  consolidated  statements  of earnings.  In the second  quarter and
      first half of 1999,  $27.8 million  ($16.1  million net of related DAC and
      Federal  income taxes) and $99.2 million ($53.2 million net of related DAC
      and  Federal  income  taxes) of  increases  in fair  value on the  trading
      portfolios  were recognized as net investment  income in the  consolidated
      statements of earnings.  These trading  securities had a carrying value of
      $118.2 million and costs of $3.8 million at June 30, 1999.

      For the  first  half of 1999 and of 1998,  proceeds  received  on sales of
      fixed  maturities  classified  as available  for sale amounted to $4,390.9
      million and $8,380.5 million,  respectively.  Gross gains of $40.0 million
      and $89.9 million and gross losses of $89.5 million and $47.0 million were
      realized  on  these  sales  for  the  first  half  of  1999  and of  1998,
      respectively.  Unrealized  investment  gains  related to fixed  maturities
      classified as available for sale  decreased by $773.9 million in the first
      half of 1999,  resulting  in a balance  of $234.0  million  of  unrealized
      investment losses at June 30, 1999.




                                     F-47

<PAGE>

      Impaired  mortgage loans along with the related  provision for losses were
      as follows:
<TABLE>
<CAPTION>
                                                                                   June 30,          December 31,
                                                                                     1999                1998
                                                                                ---------------    -----------------
                                                                                           (In Millions)
      <S>                                                                        <C>                <C>
      Impaired mortgage loans with provision for losses.......................   $     117.6        $     125.4
      Impaired mortgage loans without provision for losses....................           1.8                8.6
                                                                                ---------------    -----------------
      Recorded investment in impaired mortgage loans..........................         119.4              134.0
      Provision for losses....................................................         (25.9)             (29.0)
                                                                                ---------------    -----------------
      Net Impaired Mortgage Loans.............................................   $      93.5        $     105.0
                                                                                ===============    =================
</TABLE>

      During the first  half of 1999 and of 1998,  respectively,  the  Company's
      average recorded  investment in impaired mortgage loans was $129.0 million
      and $188.5 million.  Interest income recognized on these impaired mortgage
      loans  totaled  $4.5 million and $6.6 million ($.1 million and $.9 million
      recognized  on a cash  basis)  for  the  first  half  of  1999  and  1998,
      respectively.

 5)   SALE OF DLJ STOCK

      During the second  quarter of 1999,  DLJ  completed  its offering of a new
      class of its common stock to track the financial performance of DLJdirect,
      its online brokerage business.  As a result of this offering,  the Company
      recorded a non-cash pre-tax realized gain of $95.8 million.

 6)   CLOSED BLOCK

      Summarized financial information for the Closed Block is as follows:
<TABLE>
<CAPTION>
                                                                                  June 30,           December 31,
                                                                                    1999                 1998
                                                                              -----------------    -----------------
                                                                                          (In Millions)
     <S>                                                                      <C>                  <C>
      Assets
      Fixed maturities:
        Available for sale, at estimated fair value (amortized cost of
          $4,068.9 and $4,149.0)............................................. $     4,062.3        $     4,373.2
      Mortgage loans on real estate..........................................       1,709.3              1,633.4
      Policy loans...........................................................       1,615.1              1,641.2
      Cash and other invested assets.........................................         128.5                 86.5
      Deferred policy acquisition costs......................................         834.8                676.5
      Other assets...........................................................         242.9                221.6
                                                                              -----------------    -----------------
      Total Assets........................................................... $     8,592.9        $     8,632.4
                                                                              =================    =================

      Liabilities
      Future policy benefits and other policyholders' account balances....... $     9,010.3        $     9,013.1
      Other liabilities......................................................          31.0                 63.9
                                                                              -----------------    -----------------
      Total Liabilities...................................................... $     9,041.3        $     9,077.0
                                                                              =================    =================
</TABLE>




                                     F-48
<PAGE>

<TABLE>
<CAPTION>
                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                           June 30,
                                                ---------------------------------  ---------------------------------
                                                     1999              1998             1999              1998
                                                ---------------   ---------------  ---------------   ---------------
                                                                           (In Millions)
      <S>                                       <C>              <C>               <C>              <C>
      Revenues
      Premiums and other income................ $      156.4      $     165.9      $      312.4      $      333.0
      Investment income (net of investment
        expenses of $4.8, $5.4, $10.0 and
        $10.8).................................        145.2            145.3             287.2             281.7
      Investment gains (losses), net...........          3.4              2.8               1.5              (1.9)
                                                ---------------   ---------------  ---------------   ---------------
      Total revenues...........................        305.0            314.0             601.1             612.8
                                                ---------------   ---------------  ---------------   ---------------

      Benefits and Other Deductions
      Policyholders' benefits and dividends....        260.5            267.5             526.9             544.8
      Other operating costs and expenses.......         21.5             18.6              32.3              25.6
                                                ---------------   ---------------  ---------------   ---------------
      Total benefits and other deductions......        282.0            286.1             559.2             570.4
                                                ---------------   ---------------  ---------------   ---------------

      Contribution from the Closed Block....... $       23.0      $      27.9      $       41.9      $       42.4
                                                ===============   ===============  ===============   ===============
</TABLE>

      Investment valuation allowances amounted to $8.5 million and $11.1 million
      on  mortgage  loans and $13.7  million  and $15.4  million on equity  real
      estate at June 30, 1999 and December 31, 1998, respectively.

      Impaired  mortgage loans along with the related  provision for losses were
      as follows:
<TABLE>
<CAPTION>
                                                                                  June 30,         December 31,
                                                                                    1999               1998
                                                                              -----------------  -----------------
                                                                                         (In Millions)
     <S>                                                                       <C>                <C>
      Impaired mortgage loans with provision for losses......................  $        32.4      $         55.5
      Impaired mortgage loans without provision for losses...................            4.4                 7.6
                                                                              -----------------  -----------------
      Recorded investment in impaired mortgages..............................           36.8                63.1
      Provision for losses...................................................           (7.5)              (10.1)
                                                                              -----------------  -----------------
      Net Impaired Mortgage Loans............................................  $        29.3      $         53.0
                                                                              =================  =================
</TABLE>

      During  the  first  half of 1999 and of  1998,  respectively,  the  Closed
      Block's average recorded  investment in impaired  mortgage loans was $45.4
      million and $108.8 million.  Interest income  recognized on these impaired
      mortgage  loans  totaled  $1.5  million  and $3.1  million  ($1.5  million
      recognized  on a cash basis for the first half of 1998) for the first half
      of 1999 and 1998, respectively.




                                     F-49
<PAGE>

 7)   DISCONTINUED OPERATIONS

      Summarized financial information for discontinued operations follows:
<TABLE>
<CAPTION>
                                                                                  June 30,           December 31,
                                                                                    1999                 1998
                                                                              -----------------    -----------------
                                                                                          (In Millions)
     <S>                                                                      <C>                  <C>
      Assets
      Mortgage loans on real estate.......................................... $       518.5        $       553.9
      Equity real estate.....................................................         563.2                611.0
      Other equity investments...............................................          89.1                115.1
      Other invested assets..................................................          51.7                 24.9
                                                                              -----------------    -----------------
        Total investments....................................................       1,222.5              1,304.9
      Cash and cash equivalents..............................................           -                   34.7
      Other assets...........................................................         222.1                219.0
                                                                              -----------------    -----------------
      Total Assets........................................................... $     1,444.6        $     1,558.6
                                                                              =================    =================

      Liabilities
      Policyholders liabilities.............................................. $     1,008.8        $     1,021.7
      Allowance for future losses............................................         291.2                305.1
      Other liabilities......................................................         144.6                231.8
                                                                              -----------------    -----------------
      Total Liabilities...................................................... $     1,444.6        $     1,558.6
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                           June 30,
                                                ---------------------------------  ---------------------------------
                                                     1999              1998             1999              1998
                                                ---------------   ---------------  ---------------   ---------------
                                                                           (In Millions)
     <S>                                        <C>               <C>              <C>               <C>
      Revenues
      Investment income (net of investment
        expenses of $12.4, $18.0, $25.5
        and $37.5)............................. $       22.9      $      50.5      $       42.5      $       78.5
      Investment (losses) gains, net...........         (3.5)            27.6             (10.5)             33.2
      Other income, net........................          -                -                 -                 (.1)
                                                ---------------   ---------------  ---------------   ---------------
      Total revenues...........................         19.4             78.1              32.0             111.6

      Benefits and Other Deductions............         29.0             36.1              54.4              74.6
      (Losses charged) earnings credited
        to allowance for future losses.........         (9.6)            42.0             (22.4)             37.0
                                                ---------------   ---------------  ---------------   ---------------
      Pre-tax loss from operations.............          -                -                 -                 -
      Pre-tax (loss from strengthening)
        earnings from releasing the
        allowance for future losses............         (1.9)             2.0             (10.1)              2.7
      Federal income tax benefit (expense).....           .6              (.7)              3.5               (.9)
                                                ---------------   ---------------  ---------------   ---------------
      (Loss) Earnings from Discontinued
        Operations............................. $       (1.3)     $       1.3      $       (6.6)     $        1.8
                                                ===============   ===============  ===============   ===============
</TABLE>

      The Company's  quarterly  process for  evaluating the allowance for future
      losses applies the current  period's  results of  discontinued  operations
      against  the  allowance,  re-estimates  future  losses,  and  adjusts  the
      allowance,  if appropriate.  The evaluations performed as of June 30, 1999
      and 1998 resulted in management's  decision to strengthen the allowance by
      $10.1 million and release the allowance by $2.7 million for the six months
      ended June 30, 1999 and 1998,  respectively.  This  resulted in  after-tax
      losses of $6.6 million for the first half of 1999 and  after-tax  earnings
      of $1.8 million for the first half of 1998.




                                     F-50

<PAGE>

      Management  believes the  allowance  for future losses at June 30, 1999 is
      adequate to provide for all future losses;  however,  the determination of
      the  allowance  involves  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 discontinued  operations  differ from  management's
      current  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.

      Investment  valuation allowances amounted to $4.5 million and $3.0 million
      on  mortgage  loans and $42.0  million  and $34.8  million on equity  real
      estate at June 30, 1999 and December 31, 1998, respectively.

      Impaired  mortgage loans along with the related  provision for losses were
      as follows:
<TABLE>
<CAPTION>
                                                                                  June 30,         December 31,
                                                                                    1999               1998
                                                                              -----------------  -----------------
                                                                                         (In Millions)
     <S>                                                                       <C>                <C>
      Impaired mortgage loans with provision for losses......................  $        19.6      $          6.7
      Impaired mortgage loans without provision for losses...................            -                   8.5
                                                                              -----------------  -----------------
      Recorded investment in impaired mortgages..............................           19.6                15.2
      Provision for losses...................................................           (3.6)               (2.1)
                                                                              -----------------  -----------------
      Net Impaired Mortgage Loans............................................  $        16.0      $         13.1
                                                                              =================  =================
</TABLE>

      During  the  first  half of 1999  and of  1998,  discontinued  operations'
      average recorded  investment in impaired  mortgage loans was $16.6 million
      and $121.5  million,  respectively.  Interest  income  recognized on these
      impaired mortgage loans totaled $.9 million and $4.0 million ($3.4 million
      recognized  on a cash  basis for the first half of 1998) in the first half
      of 1999 and 1998, respectively.

      Benefits and other  deductions  included $5.8 million and $15.9 million of
      interest  expense related to amounts  borrowed from continuing  operations
      for the second quarter and first half of 1998.

 8)   FEDERAL INCOME TAXES

      Federal  income  taxes for interim  periods  have been  computed  using an
      estimated annual  effective tax rate. This rate is revised,  if necessary,
      at the end of each  successive  interim  period  to  reflect  the  current
      estimate of the annual effective tax rate.

 9)   RESTRUCTURING COSTS

      At June 30, 1999, the restructuring  liabilities included costs related to
      employee  termination and exit costs,  the termination of operating leases
      and  the  consolidation  of  insurance  operations'  service  centers  and
      amounted to $15.6 million.  The amounts paid during the first half of 1999
      totaled $8.7 million.

10)   LITIGATION

      There  have  been no new  material  legal  proceedings  and  no  material
      developments in specific litigations  previously reported in the Company's
      Notes to Consolidated Financial Statements for the year ended December 31,
      1998, except as follows:




                                     F-51

<PAGE>

      In  Rickel,  the  complaint  was  dismissed  in April  1999 by the  Court.
      Plaintiff has filed an appeal.  Although there can be no assurance,  DLJ's
      management  does not believe that the ultimate  outcome of this litigation
      will  have a  material  adverse  effect  on DLJ's  consolidated  financial
      condition or DLJ's results of operations in any particular period.

      The Dayton Monetary Associates and Mid-American Waste Systems actions have
      been  settled  without a  material  adverse  effect on DLJ's  consolidated
      financial condition or results of operation in any particular period.

      In November 1998, three purported class actions (Gillet v. Goldman,  Sachs
      & Co.  et al.,  Prager  v.  Goldman,  Sachs & Co. et al.  and  Holzman  v.
      Goldman, Sachs & Co. et al.) were filed in the U.S. District Court for the
      Southern District of New York against more than 25 underwriters of initial
      public offering  securities,  including DLJSC. The complaints  allege that
      defendants conspired to fix the "fee" paid for underwriting initial public
      offering  securities by setting the underwriters'  discount or "spread" at
      7%, in violation of the federal antitrust laws. The complaints seek treble
      damages  in an  unspecified  amount  and  injunctive  relief  as  well  as
      attorneys'  fees and costs.  On March 15,  1999,  the  plaintiffs  filed a
      Consolidated  Amended  Complaint  captioned  In  re  Public  Offering  Fee
      Antitrust Litigation. A motion by all defendants to dismiss the complaints
      on several grounds is pending.  Separately, the U.S. Department of Justice
      has  issued a Civil  Investigative  Demand to several  investment  banking
      firms,  including  DLJSC,  seeking  documents and information  relating to
      "alleged"  price-fixing  with respect to  underwriting  spreads in initial
      public offerings. The government has not made any charges against DLJSC or
      the other investment  banking firms. DLJSC is cooperating with the Justice
      Department  in providing the  requested  information  and believes that no
      violation  of  law  by  DLJSC  has  occurred.  Although  there  can  be no
      assurance,  DLJ's management does not believe that the ultimate outcome of
      these matters will have a material  adverse  effect on DLJ's  consolidated
      financial condition. Based upon the information currently available to it,
      DLJ's  management  cannot predict whether or not these matters will have a
      material  adverse  effect on DLJ's results of operations in any particular
      period.

      In addition to the matters  previously  reported and 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.



                                     F-52


<PAGE>

11)   BUSINESS SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                                                 Investment
                                              Insurance           Services        Elimination           Total
                                            ---------------   -----------------  ---------------   -----------------
                                                                         (In Millions)

      Three Months Ended
      June 30, 1999
      ---------------------------------------
     <S>                                     <C>               <C>                <C>               <C>
      Segment revenues.....................  $     1,075.6     $      469.0       $        (1.5)    $    1,543.1
      Investment (losses) gains and other..          (21.2)            98.4                 -               77.2
                                            ---------------   -----------------  ---------------   -----------------
      Total Revenues.......................  $     1,054.4     $      567.4       $        (1.5)    $    1,620.3
                                            ===============   =================  ===============   =================

      Pre-tax operating earnings...........  $       226.3     $      105.3       $         -       $      331.6
      Investment (losses) gains, net of
        related DAC and other charges......          (21.9)            98.2                 -               76.3
      Non-recurring DAC adjustments........         (131.7)             -                   -             (131.7)
      Pre-tax minority interest............            -               46.6                 -               46.6
                                            ---------------   -----------------  ---------------   -----------------
      Earnings from Continuing
        Operations.........................  $        72.7     $      250.1       $         -       $      322.8
                                            ===============   =================  ===============   =================
</TABLE>

<TABLE>
<CAPTION>

      Three Months Ended
      June 30, 1998
      ---------------------------------------
     <S>                                     <C>               <C>                <C>               <C>
      Segment revenues.....................  $     1,012.2     $      379.0       $        (1.5)    $    1,389.7
      Investment gains.....................           33.1               .1                 -               33.2
                                            ---------------   -----------------  ---------------   -----------------
      Total Revenues.......................  $     1,045.3     $      379.1       $        (1.5)    $    1,422.9
                                            ===============   =================  ===============   =================

      Pre-tax operating earnings...........  $       179.8     $       86.4       $         -       $      266.2
      Investment gains (losses) net of
        related DAC and other charges......           17.2              (.4)                -               16.8
      Pre-tax minority interest............            -               37.1                 -               37.1
                                            ---------------   -----------------  ---------------   -----------------
      Earnings from Continuing
        Operations.........................  $       197.0     $      123.1       $         -       $      320.1
                                            ===============   =================  ===============   =================
</TABLE>




                                     F-53

<PAGE>

<TABLE>
<CAPTION>
                                                                 Investment
                                              Insurance           Services        Elimination           Total
                                            ---------------   -----------------  ---------------   -----------------
                                                                         (In Millions)

      Six Months Ended
      June 30, 1999
      ---------------------------------------
     <S>                                     <C>               <C>                <C>               <C>
      Segment revenues.....................  $     2,118.2     $      925.2       $        (2.9)    $    3,040.5
      Investment (losses) gains and other..          (44.7)           108.8                 -               64.1
                                            ---------------   -----------------  ---------------   -----------------
      Total Revenues.......................  $     2,073.5     $    1,034.0       $        (2.9)    $    3,104.6
                                            ===============   =================  ===============   =================

      Pre-tax operating earnings...........  $       447.5     $      191.4       $         -       $      638.9
      Investment (losses) gains, net of
        related DAC and other charges......          (56.9)           108.4                 -               51.5
      Non-recurring DAC adjustments........         (131.7)             -                   -             (131.7)
      Pre-tax minority interest............            -               93.9                 -               93.9
                                            ---------------   -----------------  ---------------   -----------------
      Earnings from Continuing
        Operations.........................  $       258.9     $      393.7       $         -       $      652.6
                                            ===============   =================  ===============   =================
</TABLE>

<TABLE>
<CAPTION>

      Six Months Ended
      June 30, 1998
      ---------------------------------------
     <S>                                     <C>               <C>                <C>               <C>
      Segment revenues.....................  $     2,053.5     $      736.7       $        (2.7)    $    2,787.5
      Investment gains.....................           74.0             31.6                 -              105.6
                                            ---------------   -----------------  ---------------   -----------------
      Total Revenues.......................  $     2,127.5     $      768.3       $        (2.7)    $    2,893.1
                                            ===============   =================  ===============   =================

      Pre-tax operating earnings...........  $       354.1     $      163.9       $         -       $      518.0
      Investment gains, net of related
        DAC and other charges..............           49.7             24.0                 -               73.7
      Pre-tax minority interest............            -               70.6                 -               70.6
                                            ---------------   -----------------  ---------------   -----------------
      Earnings from Continuing
        Operations.........................  $       403.8     $      258.5       $         -       $      662.3
                                            ===============   =================  ===============   =================

      Total Assets:
      June 30, 1999........................  $    81,206.5     $   12,844.0       $      (111.8)    $   93,938.7
                                            ===============   =================  ===============   =================

      December 31, 1998....................  $    75,626.0     $   12,379.2       $       (64.4)    $   87,940.8
                                            ===============   =================  ===============   =================

</TABLE>




                                     F-54

<PAGE>

12)   COMPREHENSIVE INCOME

      The components of comprehensive  income (loss) for the second quarter 1999
      and 1998 and the first half of 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                           June 30,
                                                ---------------------------------  ---------------------------------
                                                     1999              1998             1999              1998
                                                ---------------   ---------------  ---------------   ---------------
                                                                           (In Millions)
     <S>                                        <C>               <C>              <C>               <C>
      Net earnings............................. $      221.3      $     198.3      $      403.3      $      411.6
                                                ---------------   ---------------  ---------------   ---------------

      Change in unrealized (losses) gains,
        net of reclassification adjustment.....       (274.2)            16.1            (517.2)             39.2
                                                ---------------   ---------------  ---------------   ---------------

      Other comprehensive (loss) income........       (274.2)            16.1            (517.2)             39.2
                                                ---------------   ---------------  ---------------   ---------------

      Comprehensive (Loss) Income.............. $      (52.9)     $     214.4      $     (113.9)     $      450.8
                                                ===============   ===============  ===============   ===============
</TABLE>





                                     F-55


<PAGE>


- --------------------------------------------------------------------------------
                                  APPENDIX I: INVESTMENT PERFORMANCE RECORD  A-1
- --------------------------------------------------------------------------------


Appendix I: Investment performance record


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

 The tables below show performance information for the variable investment
 options. The performance shown for each option equals the performance of the
 Portfolio corresponding to that option, reduced by the current rate of the
 policies' mortality and expense risk charge (.60% annual rate). You can find
 more information about the performance of the Portfolios in the EQ Advisors
 Trust prospectus attached at the end of this prospectus. The performance
 figures on which the tables are based are after deduction of all fees and
 expenses paid by the Trust or any of the Portfolios.

 For periods prior to October 18, 1999, the "Alliance" Portfolios (other than
 EQ/Alliance Premier Growth) were part of The Hudson River Trust. On October 18,
 1999, these Portfolios became corresponding Portfolios of EQ Advisors Trust. In
 each case, the performance shown is for the indicated EQ Advisors Trust
 Portfolio and any predecessors that it may have had. In addition, we have
 adjusted the results for these Portfolios prior to the dates when the Class IB
 shares for these Portfolios were available, to reflect the 12b-1 fees currently
 imposed. Class IB shares of Alliance Money Market, Alliance High Yield,
 Alliance Common Stock and Alliance Aggressive Stock Portfolios first became
 available in EQ Advisors Trust's predecessor on October 2, 1996. Class IB
 shares of Alliance Small Cap Growth Portfolio first became available in the
 Trust's predecessor on May 1, 1997.

 The tables below, however, do not take into account the following additional
 charges that we will deduct under your policy: (1) the charge (up to 8%) that
 we deduct from each premium payment you make; (2) the monthly cost of insurance
 charge; (3) the surrender charge; (4) any charge for optional rider benefits
 you may select; (5) the current administrative charge of $20 each month in the
 first year and $7 each month thereafter; or (6) the additional administrative
 charge that depends on the policy's initial face amount. For more information
 about these charges, see "Charges and expenses you will pay" beginning on page
 6 of this prospectus. If we reflected these charges, the performance shown
 below would be reduced. We have not done so, however, because the actual impact
 of these charges on a particular policy varies considerably based on such
 factors as the insurance risk characteristics of the insured persons; the face
 amount and other options you select for your policy; the amount and timing of
 your premium payments; and whether you make withdrawals, take policy loans, or
 surrender your policy. In order to better understand how the charges we have
 omitted from the below tables will affect your policy's value, you should refer
 to your Illustrations of Policy Benefits that your registered representative
 will provide. You can request Equitable Life or your registered representative
 to provide you with such illustrations at any time, whether before or after you
 purchase a policy.

 In a few cases, the return information shown in the first table below includes
 a period of time prior to when Separate Account FP first offered a
 corresponding variable investment option under any form of variable life
 insurance policy. Therefore, the second table below provides additional
 performance information from the date that those investment options actually
 received initial funding.


<PAGE>


- --------------------------------------------------------------------------------
A-2 APPENDIX I: INVESTMENT PERFORMANCE RECORD
- --------------------------------------------------------------------------------



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

 AVERAGE ANNUAL RATE OF RETURN AFTER DEDUCTION OF MORTALITY AND EXPENSE RISK
 CHARGE FOR PERIODS ENDING DECEMBER 31, 1998*

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                                            SINCE PORTFOLIO
                                                                                               INCEPTION
 VARIABLE INVESTMENT OPTION                1 YR.       3 YRS.      5 YRS.     10 YRS.           (DATE**)
- -------------------------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>         <C>         <C>       <C>         <C>
Alliance Money Market                       4.44%      4.47%       4.28%       4.69%       6.19%     (7/13/81)
Alliance High Yield                        (5.96)%    10.41%       9.06%      10.22%       9.66%      (1/2/87)
Alliance Common Stock                      28.29%     26.52%      20.88%      17.63%      15.37%     (1/13/76)
Alliance Aggressive Stock                  (0.56)%     9.80%      10.50%      17.87%      16.75%     (1/27/86)
Alliance Small Cap Growth                  (5.09)%        -           -           -       11.30%      (5/1/97)
BT Equity 500 Index                        24.38%         -           -           -      24.38%     (12/31/97)
BT Small Company Index                     (2.90)%        -           -           -      (2.90)%    (12/31/97)
BT International Equity Index              19.37%         -           -           -      19.37%     (12/31/97)
JPM Core Bond                               8.37%         -           -           -       8.37%     (12/31/97)
Lazard Large Cap Value                     19.34%         -           -           -      19.34%     (12/31/97)
Lazard Small Cap Value                     (7.72)%        -           -           -      (7.72)%    (12/31/97)
Merrill Lynch Basic Value Equity           10.91%         -           -           -      16.63%       (5/1/97)
Merrill Lynch World Strategy                6.18%         -           -           -       6.31%       (5/1/97)
MFS Research                               23.36%         -           -           -      23.70%      (8/20/97)
MFS Emerging Growth Companies              33.71%         -           -           -      34.05%       (5/1/97)
Morgan Stanley Emerging Markets Equity    (27.46)%        -           -           -     (33.12)%     (8/20/97)
EQ/Putnam Growth & Income Value            12.14%         -           -           -      16.92%       (5/1/97)
EQ/Putnam Investors Growth                 35.47%         -           -           -      36.56%       (5/1/97)
EQ/Putnam International Equity             18.76%         -           -           -      16.82%       (5/1/97)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

 * No performance information is shown for EQ/Alliance Premier Growth, Capital
   Guardian U.S. Equity, Capital Guardian Research, Capital Guardian
   International, EQ/Evergreen, EQ/Evergreen Foundation or MFS Growth with
   Income, as those Portfolios had not received their initial funding prior to
   December 31, 1998.

 **The inception date shown is the date that the relevant Portfolio (or its
   predecessor) received its initial funding.


<PAGE>


- --------------------------------------------------------------------------------
                                  APPENDIX I: INVESTMENT PERFORMANCE RECORD  A-3
- --------------------------------------------------------------------------------



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


- --------------------------------------------------------------------------------
                              AVERAGE ANNUAL RATES OF RETURN FOR PERIODS ENDING
                              DECEMBER 31, 1998 SINCE VARIABLE INVESTMENT OPTION
VARIABLE INVESTMENT OPTION    INCEPTION (DATE)
- --------------------------------------------------------------------------------
  Alliance Money Market          4.96% (1/27/86)
  Alliance Common Stock         16.85% (1/27/86)
- --------------------------------------------------------------------------------

Unlike the rate of return tables above, the following yield information does not
include capital gains and losses that the Portfolios corresponding to the
indicated variable investment options may have experienced.

- --------------------------------------------------------------------------------
                             ANNUALIZED YIELD FOR PERIODS
VARIABLE INVESTMENT OPTION   ENDING DECEMBER 31, 1998
- --------------------------------------------------------------------------------
                             7 DAYS                            30 DAYS
- --------------------------------------------------------------------------------
  Alliance Money Market      3.80%                             --
  Alliance High Yield        --                                13.53%
- --------------------------------------------------------------------------------

The information in the tables above is not a guarantee, a prediction, or
necessarily an indication of future performance.


<PAGE>


- --------------------------------------------------------------------------------
                                APPENDIX II: OUR DATA ON MARKET PERFORMANCE  B-1
- --------------------------------------------------------------------------------

Appendix II: Our data on market performance

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

 In reports or other communications to policyowners or in advertising material,
 we may describe general economic and market conditions affecting our variable
 investment options, and the Portfolios and may compare the performance or
 ranking of those options and the Portfolios with:


 o  those 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;


 o  other appropriate indices of investment securities and averages for peer
    universes of mutual funds; or


 o  data developed by us derived from such indices or averages.

 We also may furnish to present or prospective policyowners advertisements or
 other communications that include evaluations of a variable investment option
 or Portfolio by nationally recognized financial publications. Examples of such
 publications are:
- --------------------------------------------------------------------------------
 Barron's                                  Investment Management Weekly
 Morningstar's Variable Annuities/Life     Money Management Letter
 Business Week                             Investment Dealers Digest
 Forbes                                    National Underwriter
 Fortune                                   Pension & Investments
 Institutional Investor                    USA Today
 Money                                     Investor's Daily
 Kiplinger's Personal Finance              The New York Times
 Financial Planning                        The Wall Street Journal
 Investment Adviser                        The Los Angeles Times
                                           The Chicago Tribune
- --------------------------------------------------------------------------------
 Lipper Analytical Services, Inc. (Lipper) compiles performance data for peer
 universes of Portfolios with similar investment objectives in its Lipper
 Variable Insurance Products Performance Analysis Service (Lipper Survey).
 Morningstar, Inc. compiles similar data in the Morningstar Variable
 Annuity/Life Report (Morningstar Report).

 The Lipper Survey records performance data as reported to it by over 800 mutual
 funds underlying variable annuity and life insurance products. It divides these
 actively managed portfolios into 25 categories by portfolio objectives. The
 Lipper Survey contains two different universes, which reflect different types
 of fees in performance data:

 o  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; and

 o  The "Mutual Fund" universe reports performance net only of investment
    management fees and direct operating expenses, and therefore reflects only
    charges that relate to the underlying mutual fund.

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

 LONG-TERM MARKET TRENDS

 The following chart presents historical return trends for various types of
 securities. The information presented does not directly relate to the
 performance of our variable investment options or the Trust. Nevertheless, it
 may help you gain a perspective on the potential returns of different asset
 classes over different periods of time. By combining this information with your
 knowledge of your own financial needs, you may be able to better determine how
 you wish to allocate your Survivorship 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.
 However, common stocks have also experienced dramatic changes in value over
 short periods of time. One of our variable investment options that invests
 primarily in common stocks may, therefore, be a desirable selection for owners
 who are willing to accept such risks. If, on the other hand, you wish to limit
 your short-term risk, you may find it preferable to allocate a smaller
 percentage of net premiums to those options that invest primarily in common
 stock. All investments in securities, whether equity or debt, involve varying
 degrees of risk. They also offer varying degrees of potential reward.


<PAGE>

- --------------------------------------------------------------------------------
B-2 APPENDIX II: OUR DATA ON MARKET PERFORMANCE
- --------------------------------------------------------------------------------



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

 The chart below illustrates the average annual compound rates of return over
 selected time periods between December 31, 1926 and December 31, 1998 for the
 types of securities indicated in the chart. These rates of return assume the
 reinvestment of dividends, capital gains and interest. The Consumer Price Index
 is also shown as a measure of inflation for comparison purposes. The investment
 return information presented is an historical record of unmanaged categories of
 securities. In addition, the rates of return shown do not reflect either (1)
 investment management fees and expenses, or (2) costs and charges associated
 with ownership of a variable life insurance policy.

 The rates of return illustrated do not represent returns of our variable
 investment options or the Portfolios and do not constitute a representation
 that the performance of those options or the Portfolios will correspond to
 rates of return such as those illustrated in the chart.


AVERAGE ANNUAL RATES OF RETURN
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                             LONG-TERM      LONG-TERM      INTERMEDIATE-
FOR THE FOLLOWING PERIODS         COMMON     GOVERNMENT     CORPORATE      TERM GOV'T       U.S. TREASURY       CONSUMER
ENDING DECEMBER 31, 1998          STOCKS        BONDS          BONDS          BONDS             BILLS          PRICE INDEX
- --------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>            <C>            <C>               <C>                <C>
1 Year                            28.58%        13.06%         10.76%         10.21%            4.86%              1.80%
3 Years                           28.27          9.07           8.25           6.84             5.11               2.27
5 years                           24.06          9.52           8.74           6.20             4.96               2.41
10 years                          19.19         11.66          10.85           8.74             5.29               3.14
20 years                          17.75         11.14          10.86           9.85             7.17               4.53
30 years                          12.67          9.09           9.14           8.71             6.76               5.24
40 years                          12.00          7.20           7.43           7.39             5.94               4.44
50 years                          13.56          5.89           6.20           6.21             5.07               3.92
60 years                          12.49          5.43           5.62           5.50             4.26               4.19
Since 1926                        11.21          5.29           5.78           5.32             3.78               3.15
Inflation Adjusted Since 1926      7.82          2.08           2.55           2.11             0.62               0.00
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 Source: Ibbotson, Roger G. and Rex A. Sinquefield, STOCKS, BONDS, BILLS, AND
 INFLATION (SBBI), 1982, updated in STOCKS, BONDS, BILLS, AND INFLATION 1999
 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 1969-1998, 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
 1969-1998; 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.

 Consumer Price Index -- Measured by the Consumer Price Index for all Urban
 Consumers (CPI-U), not seasonally adjusted.


<PAGE>


- --------------------------------------------------------------------------------
                            APPENDIX III: AN INDEX OF KEY WORDS AND PHRASES  C-1
- --------------------------------------------------------------------------------


Appendix III: An index of key words and phrases

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

This index should help you locate more information on the terms used in this
prospectus.


                                            PAGE

account value                                18
Administrative Office                         5
age                                          31
Allocation Date                              13
alternative death benefit                    15
amount at risk                               35
anniversary                                  31
assign; assignment                           29
automatic transfer service                   19
AXA Financial, Inc.                           4
basis                                        25
beneficiary                                  16
business day                                 30
Cash Surrender Value                         21
Code                                         24
collateral                                   21
cost of insurance charge                     35
cost of insurance rates                      35
customer loyalty credit                      36
day                                          30
death benefit guarantee                      10
default                                      10
dollar cost averaging service                19
enhanced death benefit guarantee             12
EQ Advisors Trust                            14
EQ Financial Consultants                     14
Equitable Distributors                       38
Equitable Life                                4
Equitable Access Account                     17
face amount                                  14
grace period                                 10
guarantee premium                            12
guaranteed interest option                   14
Guaranteed Interest Account                  14
insured person                               14
Investment Funds                             14
investment option                            13
issue date                                   31
lapse                                        10
loan, loan interest                          21
modified endowment contract                  10
month, year                                  31
monthly deduction                           6,9
net cash surrender value                     23
no-lapse guarantee                           11
Option A, B                                  15
our                                           2
owner                                         2
paid up                                      24
paid up death benefit guarantee              12
partial withdrawal                           22
payment option                               17
planned periodic premium                     10
policy                                      cover
Portfolio                                   cover
premium charge                                6
premium payments                             10
prospectus                                  cover
rebalancing                                  20
receive                                      30
restore, restoration                         11
rider                                        16
SEC                                         cover
Separate Account FP                          33
state                                         2
subaccount                                   33
Survivorship Incentive Life                 cover
surviving insured person                     14
surrender                                    23
surrender charge                              7
target premium                                7
telephone transfer                           19
transfers                                    19
Trust                                        14
units                                        18
unit values                                  18
us                                            2
variable investment option                   14
we                                            2
withdrawal                                   22
you, your                                     2



<PAGE>


                                     PART II



                   REPRESENTATION REGARDING REASONABLENESS OF
                        AGGREGATE POLICY FEES AND CHARGES

Equitable Life 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 Life under the Policies. Equitable Life 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. 333-17641 on March 1, 1999.

Supplement (in force) dated May 1, 1999 consisting of 122 pages, previously
filed with this Registration Statement, File No. 333-17641 on April 30, 1999.


The Survivorship 2000 Prospectus (retail channel) dated May 1, 1999, consisting
of 171 pages, previously filed with this Registration Statement File No.
333-17641 on April 30, 1999.

The Survivorship 2000 Prospectus (wholesale channel) dated May 1, 1999,
consisting of 173 pages, previously filed with this Registration Statement File
No. 333-17641 on April 30, 1999.

The Survivorship Incentive Life Prospectus (retail channel) dated May 1, 1999,
consisting of 167 pages, previously filed with this Registration Statement File
No. 333-17641 on April 30, 1999.

The Survivorship Incentive Life Prospectus (core version -- wholesale channel)
dated August 1, 1999 consisting of 128 pages, previously filed with this
Registration Statement File No. 333-17641 on July 26, 1999.

The Survivorship Incentive Life Prospectus (First Union version -- wholesale
channel) dated August 1, 1999 consisting of 127 pages, previously filed with
this Registration Statement File No. 333-17641 on July 26, 1999.


Supplement (in-force) dated August 30, 1999, consisting of 79 pages, previously
filed with this Registration Statement File No. 333-17641 on August 30, 1999.

Supplement (new business) dated August 30, 1999 consisting of 78 pages,
previously filed with this Registration Statement File No. 333-17641 on August
30, 1999.

Supplement (wholesale channel) dated August 30, 1999, consisting of 35 pages,
previously filed with this Registration Statement File No. 333-17641 on August
30, 1999.

Supplement dated August 30, 1999 relating to the substitution of shares,
consisting of 1 page, previously filed with this Registration Statement File No.
333-17641 on August 30, 1999.

The Survivorship 2000 Prospectus (Merrill Lynch/First Union version -- wholesale
channel) dated October 18, 1999 consisting of 158 pages.

The Survivorship Incentive Life Prospectus (Merrill Lynch/First Union version
- -- wholesale channel) dated October 18, 1999, consisting of 160 pages.



Representation regarding reasonableness of aggregate policy fees and charges.

Undertaking to file reports, previously filed with this Registration Statement
File No. 333-17641 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. 333-17641 on December
11, 1996.

The signatures.

Written Consents of the following persons:





Independent Public Accountants (See exhibit 6).

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

<TABLE>
<CAPTION>

<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. 333-17641 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. 333-17641 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 Joint Survivorship Variable Life Policy (92-500).
                           (Equitable Variable), previously filed with this Registration
                           Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(a)(ii)     Flexible Premium Joint Survivorship Variable Life Policy (92-500).
                           (Equitable), previously filed with this Registration Statement
                           File No. 333-17641 on December 11, 1996.

         1-A(5)(a)(iii)    Flexible Premium Joint Survivorship Variable Life Insurance
                           Policy (99-400), previously filed with this Registration Statement, File
                           No. 333-17641 on March 1, 1999.

         1-A(5)(b)         Name Change Endorsement (S.97-1), previously filed with this Registration
                           Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(c)         Estate Protector Rider (R92-208) (Equitable Variable), previously
                           filed with this Registration Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(d)         Estate Protector Rider (R92-208) (Equitable), previously filed with this Registration
                           Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(e)         Option to Split Flexible Premium Joint Survivorship Variable Life
                           Policy Upon Divorce Rider (R92-209) (Equitable Variable), previously filed
                           with this Registration Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(f)         Option to Split Flexible Premium Joint Survivorship Variable Life Policy
                           Upon Divorce Rider (R92-209) (Equitable), previously filed with this Registration
                           Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(g)         Option to Split Flexible Premium Joint Survivorship Variable Life
                           Policy Upon Federal Tax Law Change Rider (R92-210)
                           (Equitable Variable), previously filed with this Registration
                           Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(h)         Option to Split Flexible Premium Joint Survivorship Variable Life
                           Policy Upon Federal Tax Law Change Rider (R92-210) (Equitable),
                           previously filed with this Registration
                           Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(i)         Accelerated Death Benefit Rider (Equitable Variable), previously
                           filed with this Registration Statement
                           File No. 333-17641 on December 11, 1996.

         1-A(5)(j)         Accelerated Death Benefit Rider (Equitable), previously filed with this Registration
                           Statement File No. 333-17641 on December 11, 1996.
</TABLE>

                                      II-2
<PAGE>

<TABLE>
<CAPTION>

<S>      <C>               <C>
         1-A(5)(k)         Free Look Rider (Equitable Variable), previously filed with this Registration
                           Statement File No 333-17641 on December 11, 1996.

         1-A(5)(l)         Free Look Rider (Equitable), previously filed with this Registration
                           Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(m)         Unisex Rider (Equitable Variable), previously filed with this Registration
                           Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(n)         Unisex Rider (Equitable), previously filed with this
                           Registration Statement File No. 333-17641 on December 11, 1996.

         1-A(5)(o)         Table of Guaranteed Interest Payments Endorsement (S.99-34), previously filed with this Registration
                           Statement, File No. 333-17641 on March 1, 1999.

         1-A(S)(p)         Form of Paid Up Death Benefit Guarantee Endorsement (S.99-32), previously filed with this Registration
                           Statement, File No. 333-17641 on March 1, 1999.

         1-A(S)(q)         Form of Enhanced Death Benefit Guarantee Rider (R99-100), previously filed with this Registration
                           Statement, File No. 333-17641 on March 1, 1999.

         1-A(6)(a)         Declaration and Charter of Equitable, as amended January 1, 1997, previously filed with this
                           Registration Statement File No. 333-17641 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. 333-17641 on April 30, 1997.

         1-A(7)            Inapplicable.

         1-A(8)            Distribution and Servicing Agreement among EQ Financial Consultants, Inc.
                           (formerly known as Equico Securities, Inc.), Equitable and Equitable Variable
                           dated as of May 1, 1994, previously filed with this Registration
                           Statement File No. 333-17641 on December 11, 1996.

         1-A(8)(i)         Schedule of Commissions, previously filed with this Registration
                           Statement File No. 333-17641 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. 333-17641 on December 11, 1996.

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

         1-A(10)(a)        Application EV4-200Y. (Equitable Variable), previously filed with
                           this Registration Statement File No. 333-17641 on December 11, 1996.

         1-A(10)(b)        Application EV4-200Y. (Equitable), previously filed with this Registration
                           Statement File No. 333-17641 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. 333-17641 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. 333-17641 on
                           April 30, 1997.


         2(a)(iii)         Opinion and Consent of William Schor, Vice President and Associate General Counsel of Equitable,
                           previously filed with this Registration Statement, File No. 333-17641, on April 30, 1999.

         2(a)(iv)          Opinion and Consent of William Schor, Vice President and Associate General Counsel of Equitable,
                           previously filed with this Registration Statement, File No. 333-17641 on July 26, 1999.

         2(a)(v)           Opinion and Consent of William Schor, Vice President and Associate General Counsel of Equitable,
                           previously filed with this Registration Statement, File No. 333-17641 on August 30, 1999.

         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. 333-17641 on
                           December 11, 1996.


</TABLE>

                                      II-3
<PAGE>

<TABLE>
<CAPTION>

<S>      <C>               <C>

         2(b)(ii)          Opinion and Consent dated April 22, 1996 of Barbara Fraser,
                           F.S.A., M.A.A.A., Vice President of Equitable,
                           previously filed with this Registration Statement
                           File No. 333-17641 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.
                           333-17641 on December 11, 1996.

         2(b)(iv)          Opinion and Consent dated December 9, 1996 of Barbara Fraser,
                           F.S.A., M.A.A.A., Vice President of Equitable,
                           previously filed with this Registration Statement
                           File No. 333-17641 on December 11, 1996.

         2(b)(v)           Opinion and Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice
                           President of Equitable, previously filed with this Registration
                           Statement File No. 333-17641 on April 30, 1997.

         2(b)(vi)          Opinion and Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice
                           President of Equitable, previously filed with this Registration
                           Statement File No. 333-17641 on May 1, 1998.

         2(b)(vii)         Opinion and Consent of Barbara Fraser, F.S.A., M.A.A.A., Vice President
                           of Equitable, previously filed with this Registration Statement File
                           No. 333-17641, on April 30, 1999.

         3                 Inapplicable.

         4                 Inapplicable.

         6                 Consent of Independent Public Accountants.

         7(a)              Powers-of-Attorney previously filed with this Registration Statement
                           File No. 333-17641, on April 30, 1999.

         7(b)              Power-of-Attorney, previously filed with this Registration Statement File
                           No. 333-17641, on August 30, 1999.



         8                 Description of Equitable's Issuance, Transfer and Redemption
                           Procedures for Flexible Premium 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. 333-17641
                           on December 11, 1996.

         9(a)              Form of Illustration of Policy Benefits for Survivorship 2000,
                           previously filed with this Registration Statement File No. 333-17641,
                           on April 30, 1999.

         9(b)              Form of Illustration of Policy Benefits for Survivorship Incentive
                           Life, previously filed with this Registration Statement File No.
                           333-17641, on April 30, 1999.




</TABLE>

                                      II-4
<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for effectiveness of this
amendment to the Registration Statement pursuant to Rule 485(b) 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 18th day of October, 1999.

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

                                           (REGISTRANT)

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

[SEAL]

                                     By:   /s/ Mildred M. Oliver
                                           ------------------------------
                                              (Mildred M. Oliver)
                                               Vice President



Attest:  /s/ Linda Galasso
        ------------------------
            (Linda Galasso)
             Assistant Secretary
             October 18, 1999



                                      II-5
<PAGE>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Depositor
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 18th day of October, 1999.

                                            THE EQUITABLE LIFE ASSURANCE
                                            SOCIETY OF THE UNITED STATES

                                                 (DEPOSITOR)

                                            By:  /s/ Mildred M. Oliver
                                                --------------------------------
                                                    (Mildred M. Oliver)
                                                     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:


*Alvin H. Fenichel                  Senior Vice President and Controller







*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.
Jean-Rene Fourtou       Mary R. (Nina) Henderson       Peter J. Tobin
Norman C. Francis       W. Edwin Jarmain               Stanley B. Tulin
                                                       Dave H. Williams




*By:  /s/ Mildred M. Oliver
     -----------------------
         (Mildred M. Oliver)
          Attorney-in-Fact
          October 18, 1999.


                                      II-6
<PAGE>
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.                                                                                      TAG VALUE
- -----------                                                                                      ---------

<S>             <C>                                                                              <C>

6              Consent of Independent Public Accountants.                                        EX-99.6


</TABLE>





                                      II-7



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the May 1, 1999 Prospectuses and Prospectus
Supplement and the August 1, 1999 and October 18, 1999 Prospectuses
constituting part of the Registration Statement No. 333-17641 on Form S-6 that
this Post-Effective Amendment No. 7 amends of (1) our report dated February 8,
1999 relating to the financial statements of The Equitable Life Assurance
Society of the United States Separate Account FP for the year ended December 31,
1998, and (2) our report dated February 8, 1999 relating to the consolidated
financial statements of The Equitable Life Assurance Society of the United
States for the year ended December 31, 1998, which reports appear in the May 1,
1999, August 1, 1999 and October 18, 1999 Prospectuses and May 1, 1999
Prospectus Supplement. We also consent to the reference to us under the heading
"Financial Statements of Separate Account FP and Equitable Life" in the May 1,
1999, August 1, 1999 and October 18, 1999 Prospectuses and "Financial
Statements" in the May 1, 1999 Prospectus Supplement.



/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
New York, New York
October 18, 1999




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