SEPARATE ACCOUNT A OF EQUITABLE LIFE ASSU SOC OF THE US
485BPOS, 1997-04-29
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                                                     Registration No.33-58950
                                                     Registration No. 811-1705

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                     --------------------------------------

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      |_|

                Pre-Effective Amendment No.                                  |_|
                                            -------

   
                Post-Effective Amendment No.  7                              |X|
                                            -------
    

                                     AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   
                Amendment No.  60                                            |X|
                              -------
    

                        (Check appropriate box or boxes)
                         -------------------------------

                               SEPARATE ACCOUNT A
                                       of
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           (Exact Name of Registrant)
                            -------------------------

   
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                               (Name of Depositor)
              1290 Avenue of the Americas, New York, New York 10104
              (Address of Depositor's Principal Executive Offices)
    

        Depositor's Telephone Number, including Area Code: (212) 554-1234
                            -------------------------

                            HOPE E. ROSENBAUM-WERNER
                           VICE PRESIDENT AND COUNSEL

   
            The Equitable Life Assurance Society of the United States
              1290 Avenue of the Americas, New York, New York 10104
                   (Names and Addresses of Agents for Service)
                   -------------------------------------------
    

                  Please send copies of all communications to:
                               PETER E. PANARITES
                         Freedman, Levy, Kroll & Simonds
                    1050 Connecticut Avenue, N.W., Suite 825
                             Washington, D.C. 20036
                    ----------------------------------------


<PAGE>


         Approximate Date of Proposed Public Offering:  Continuous

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

|_|     Immediately upon filing pursuant to paragraph (b) of Rule 485.

   
|X|     On May 1, 1997 pursuant to paragraph (b) of Rule 485.

|_|     60 days after filing pursuant to paragraph (a)(1) of Rule 485.
    

|_|     On (date) pursuant to paragraph (a)(1) of Rule 485.

|_|     75 days after filing pursuant to paragraph (a)(2) of Rule 485.

|_|     On (date) pursuant to paragraph (a)(3) of Rule 485.

If appropriate, check the following box:

|_|     This post-effective amendment designates a new effective date for
        previously filed post-effective amendment.



         The Registrant has registered an indefinite number of securities under
the Securities Act of 1933 pursuant to Rule 24f-2.

   
         The Rule 24f-2 Notice of the Registrant for fiscal year 1996 was filed
on February 27, 1997.
    

<PAGE>


                              CROSS REFERENCE SHEET
                  SHOWING LOCATION OF INFORMATION IN PROSPECTUS
                  ---------------------------------------------

         Form N-4 Item                         Prospectus Caption
         -------------                         ------------------

 1.      Cover Page                            Cover Page

 2.      Definitions                           General Terms

 3.      Synopsis                              Part 1:  Summary

 4.      Condensed Financial                   Part 5: Accumulation Unit
         Information                           Values

 5.      General Description of                Part 1:  Summary, Part 3:
         Registrant, Depositor and             Equitable's Separate Account
         Portfolio Companies                   and its Investment Funds

 6.      Deductions and Expenses               Part 6:  Deductions and
                                               Charges

 7.      General Description of                Part 5:  Provisions of the
         Variable Annuity Contracts            Contract and Services We
                                               Provide

 8.      Annuity Period                        Part 5:  Provisions of the
                                               Contract and Services We
                                               Provide

 9.      Death Benefit                         Part 5:  Provisions of the
                                               Contract and Services We
                                               Provide - Death Benefit

10.      Purchases and Contract Value          Part 2:  Investment
                                               Performance, Part 5:
                                               Provisions of the Contract and
                                               Services We Provide

11.      Redemptions                           Part 5:  Provisions of the
                                               Contract and Services We
                                               Provide, Part 6: Deductions
                                               and Charges - Contingent
                                               Withdrawal Charge

12.      Taxes                                 Part 8:  Federal Tax and ERISA
                                               Matters

13.      Legal Proceedings                     Not Applicable

14.      Table of Contents of the              Statement of Additional
         Statement of Additional               Information Table of
         Information                           Contents

<PAGE>


                              CROSS REFERENCE SHEET
                         SHOWING LOCATION OF INFORMATION
                     IN STATEMENT OF ADDITIONAL INFORMATION
                     --------------------------------------

                                               Statement of Additional
         Form N-4 Item                         Information Caption
         -------------                         -------------------

15.      Cover Page                            Cover Page

16.      Table of Contents                     Table of Contents

17.      General Information                   Part 3:  The
         and History                           Reorganization,
                                               Prospectus -
                                               Part 1:  Summary

18.      Services                              Not Applicable

19.      Purchases of                          Part 9:  Distribution
         Securities Being
         Offered

20.      Underwriters                          Part 9:  Distribution

21.      Calculation of                        Part 4:  Accumulation
         Performance Data                      Unit Values, Part 5:
                                               Annuity Unit Values, Part
                                               10: Money Market Fund Yield
                                               Information, Prospectus -
                                               Part 2:  Investment Performance


22.      Annuity Payments                      Part 5:  Annuity Unit
                                               Values

23.      Financial Statements                  Part 12:  Financial Statements


<PAGE>
                                  MOMENTUM PLUS
                     RETIREMENT PLANNING FROM EQUITABLE LIFE

                        Supplement, dated May 1, 1997, to
                          Prospectus, dated May 1, 1997

               GROUP VARIABLE ANNUITY CONTRACT FUNDED THROUGH THE
                     INVESTMENT FUNDS OF SEPARATE ACCOUNT A

                                   Issued By:
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES




          
          ----------------------------------------------------------------------
          This  supplement  adds  and  modifies   certain   information  to  the
          prospectus  (PROSPECTUS)  of  Momentum  Plus  (MOMENTUM  PLUS)  of The
          Equitable  Life  Assurance  Society  of the United  States  (EQUITABLE
          LIFE),  dated May 1, 1997.  The purpose of the  supplement is to offer
          Employers or trustees of trusts  established with respect to the below
          mentioned 457 plans  ("Trustees")  an opportunity to fund Code Section
          457 employee  deferred  compensation  (457) plans with a Momentum Plus
          group  variable  annuity  contract  issued  directly to  Employers  or
          Trustees  pursuant  to the terms of their  respective  457 plans.  The
          supplement  describes the material differences between the Prospectus,
          as it applies to the Momentum Plus Program applicable to tax qualified
          defined  contribution  plans,  and its  application to 457 plans.  You
          should keep this  supplement to the Prospectus  for future  reference.
          You may obtain an additional  copy of the Prospectus and a copy of the
          Statement of Additional Information (SAI), from us, free of charge, if
          you write to the Processing Office,  call  1-800-528-0204,  or mail in
          the SAI request  form  located at the end of the  Prospectus.  Special
          terms used in the Prospectus  have the same meaning in this supplement
          unless otherwise noted.
          ----------------------------------------------------------------------





                                 Copyright 1997
           The Equitable Life Assurance Society of the United States,
                           New York, New York, 10104.
                              All rights reserved.
                                    888-1136


<PAGE>
MOMENTUM PLUS 457 CONTRACT

GENERAL TERMS. An "Employer" is either (i) a state,  political  subdivision of a
state, or an agency or  instrumentality  of any one or more of these entities or
(ii) any other organization  exempt from tax which maintains a plan for a select
group of management or highly compensated  employees as described under ERISA. A
"Participant" is an employee who is a participant  under a plan,  adopted by the
"Employer,"  that is intended to meet the  requirements of an eligible  deferred
compensation  plan under Section 457 of the Code. The "Source" of a contribution
is either (i) the  Employer  or (ii)  participant  contributions  pursuant  to a
deferral  election or (iii) a prior plan  transfer or rollover  from a prior 457
plan. As the 457 Contract does not provide for loans,  the definition of "Active
Loan" is not applicable.

THE  MOMENTUM  PLUS  PROGRAM.  In addition to the Momentum  Plus group  variable
annuity  contract  available  to  qualified   retirement  plans  that  meet  the
requirements  of Code Section  401(a),  the Momentum Plus Program now offers the
Momentum Plus 457 group variable  annuity contract ("457 Contract") as a funding
vehicle  for  Employers  or Trustees  who sponsor 457 plans.  There is no Master
Plan,  Master Trust or Pooled Trust  applicable  to 457 plans.  Each Employer or
Trustee, as applicable, participates directly in the 457 Contract, using it as a
funding  vehicle for the  Employer's  plan. The 457 Contract must be used as the
exclusive  funding vehicle of the plan unless  Equitable Life agrees  otherwise.
Contributions to the 457 Contract on behalf of a participant can be from current
year Employer contributions or prior plan contributions transferred from another
457 plan and are  limited in amount  (see  "Public  and Tax Exempt  Organization
Employee Deferred Compensation Plan (457 Plans)" below).  Post-tax contributions
by a  Participant  may not be made under the 457  Contract.  The  Momentum  Plus
Program currently is not available for state, political  subdivision,  agency or
instrumentality 457 plans in Texas.

PLAN OR CONTRACT TERMINATION BY THE EMPLOYER.  The Employer or the Trustees,  in
their sole  discretion,  may  terminate  the plan's 457  Contract  and  transfer
amounts  held under the 457  Contract  to some other  contract  or account  that
serves as a funding  vehicle for the 457 plan. In addition,  the Employer or the
Trustees,  in their sole  discretion,  may decide to terminate  the 457 plan. If
Plan  Termination  occurs in the first five years that the plan has participated
in the 457 Contract, all withdrawals from the Investment Funds made on behalf of
a Participant will be subject to a contingent  withdrawal  charge,  except those
withdrawals  exempted from such  contingent  withdrawal  charge.  See "Waiver of
Withdrawal  Charge"  below.  Withdrawals  during the period from the  Guaranteed
Interest Account will be subject to the contingent withdrawal charge only if the
Market Value  Adjustment  is less than the  contingent  withdrawal  charge.  See
"Effects of Plan or Contract  Termination" in Part 4. When Contract  Termination
occurs  in the  first  five  years  that the plan  has  participated  in the 457
Contract,  a contingent  withdrawal charge will apply to the surrendered amounts
in the Investment Funds.  Surrendered amounts in the Guaranteed Interest Account
will  generally  be paid  in  installments.  See  "Effects  of Plan or  Contract
Termination" in Part 4 of the Prospectus.

CONTINGENT  WITHDRAWAL CHARGE. No sales charges are deducted from contributions.
However,  to assist us in defraying the various sales and  promotional  expenses
incurred in  connection  with selling the  Momentum  Plus  Program,  we assess a
contingent withdrawal charge described at pages 33 and 34 of the Prospectus. The
contingent  withdrawal  charge does not apply after the  Employer's 457 plan has
participated in the Momentum Plus Program for five years.

WAIVER OF WITHDRAWAL CHARGE.  Exceptions to the contingent withdrawal charge are
described in the Prospectus, at pages 34 and 35, amended, however, as follows:

The third  sub-paragraph  on page 35 of the Prospectus does not apply to the 457
Contract and is replaced by the following:

   o  the  amount  withdrawn  is an amount in excess of the  amount  that may be
      contributed under Section 457 of the Code,  including income thereon,  and
      is  refunded  within one month of the date the amount  was  remitted  as a
      contribution.

The following exception is added:

   o  the amount withdrawn is a result of a request of a Participant  faced with
      an "unforeseen  emergency"  pursuant to Section  457(d)(1)(A)(iii)  of the
      Code.

Also, the fourth, fifth and seventh  sub-paragraphs on page 34 of the Prospectus
do not apply to the 457 Contract.

PLAN LOANS NOT  AVAILABLE.  The 457 Contract  does not provide for plan loans to
Participants.  Accordingly,  the information in the Prospectus  relating to plan
loans and plan loan setup and  recordkeeping  charges  does not apply to the 457
Contracts.


                                      -2-
<PAGE>
FULL SERVICE PLAN  RECORDKEEPING  OPTIONS NOT  AVAILABLE.  The full service plan
recordkeeping  option  described  in the  Prospectus  at pages 32 and 34 are not
available  under  the 457  Contract.  The  annual  charge  for  these  services,
therefore, will not apply under the 457 Contract.

FEES AND CHARGES.  Except as described above, the fees and charges applicable to
the 457 Contract are the same as those  described in the Prospectus for Momentum
Plus contracts  used to fund  qualified  defined  contribution  plans.  See "Fee
Table" in Part 1, and Part 6, of the Prospectus.

AUTOMATIC MINIMUM  WITHDRAWAL  OPTION. We offer a payment option,  which we call
"Automatic  Minimum  Withdrawal  Option,"  which is intended to meet the minimum
distribution  requirements  applicable to 457 plans.  The Employer may elect the
Automatic  Minimum  Withdrawal Option for a Participant if the Participant is at
least age 70 1/2 and the Retirement  Account Value in the Investment Funds is at
least $2,000.  Participants  should  complete the Automatic  Minimum  Withdrawal
Option by filing the proper  election  form  provided  by the  Employer.  If the
Automatic  Minimum  Withdrawal  Option  is  elected,  we  will  pay  out  of the
Retirement  Account  Value in the  Investment  Funds an  amount  which  the Code
requires to be distributed from the 457 plan. In performing this calculation, we
assume  that  the  only  funds  subject  to  the  Code's  minimum   distribution
requirements  are those  held for the  Participant  under the 457  Contract.  We
calculate the Automatic  Minimum  Withdrawal  Option amount based on information
the  Employer or Trustees  give us and on certain  assumptions.  Currently,  the
Automatic Minimum  Withdrawal Option payments will be made annually.  We are not
responsible for errors that result from inaccuracies in the information provided
to us.

The Automatic  Minimum  Withdrawal  Option,  if elected,  will be subject to our
rules then in effect. This election is not revocable.  Generally,  electing this
option does not restrict making partial withdrawals or subsequently  electing an
annuity  distribution  option.  However,  you must consult with your tax advisor
before  making any  partial  withdrawal  or  electing  an annuity  distribution,
because the Internal  Revenue Code and Treasury  Regulations  generally  require
that  payments  under 457 plans have to be  substantially  equal in amount.  The
Automatic  Minimum  Withdrawal  option should not be elected if the  Participant
continues to work beyond age 70 1/2 and  contributions  continue to be made into
the Contract. To do so could result in an insufficient distribution.

The  minimum  check that will be sent is $300,  or, if less,  the  Participant's
Retirement  Account Value.  If, after the deduction of the amount of the minimum
distribution,  the total Retirement  Account Value of a Participant is less than
$500, we may pay that amount.

BENEFICIARY.  Under the 457  Contract,  the Employer or the Trustees must be the
beneficiary of all Participants  under the 457 plan. Each  Participant's  actual
beneficiary  designation under the Employer's 457 plan will be maintained by the
Employer  or  Trustees.  Upon  our  receipt  of  due  proof  of the  death  of a
Participant,  Equitable  Life may, at the request of the  Employer or  Trustees,
change  the  beneficiary  designation  and  pay a  death  benefit  to  the  then
designated  beneficiary.  Under the Employer's 457 plan, the amount of the death
benefit  will be  equal to the  Retirement  Account  Value as of the  applicable
Transaction Date. The beneficiaries may elect any of the methods of disposition,
described under "Death Benefit" in Part 5 of the Prospectus.

CODE SECTION 457 TAX MATTERS

Note:    Except for the text on page 37 of the Prospectus preceding "Tax Aspects
         of  Contributions to a Plan" and "Impact of Taxes to Equitable Life" on
         page 41, "Part 8: Federal Tax and ERISA Matters" in the Prospectus does
         not apply to 457 plans and is replaced by the addition of this section.

PUBLIC AND TAX-EXEMPT  ORGANIZATION  EMPLOYEE DEFERRED  COMPENSATION  PLANS (457
PLANS).  Employees and independent  contractors who perform services for a state
(including any  subdivision,  agency or  instrumentality  of the state) or other
tax-exempt  employer  may exclude  from  Federal  gross  income  certain  salary
reduction amounts. To qualify,  the employer must maintain a 457 plan satisfying
the  requirements  of Section 457 of the Code.  The  contracts  used to fund 457
plans must be owned by the Employer or the Trustees in all cases.  However,  the
457 plan may permit the employee to choose  among  various  investment  options.
Tax-exempt,  non-governmental  employers are generally subject to ERISA, and may
be required by the provisions of that Act to limit  participation  in a 457 plan
to a select group of management or highly  compensated  employees.  The 457 plan
funds are subject to the claims of the  employer's  general  creditors  in a 457
plan  maintained  by a  tax-exempt  employer.  In a  457  plan  maintained  by a
governmental employer, the plan's assets must be held in trust for the exclusive
benefit  of  employees.   This  requirement   currently  applies  to  457  plans
newly-established  by a governmental entity employer and must be met by 1999 for
governmental entity employer 457 plans established before August, 1996.


                                      -3-
<PAGE>
Generally,  the maximum  contribution  amount  that can be  excluded  from gross
income in any tax year under a 457 plan is 33 1/3% of the employee's "includable
compensation," up to $7,500.  Special rules may permit "catch-up"  contributions
during the three years preceding normal retirement age under the 457 plan.

In general,  no amounts may be  withdrawn  from a 457 plan prior to the calendar
year in which the employee attains age 70 1/2,  separates from service or in the
event of an unforeseen  emergency.  Income or gains on contributions under a 457
plan are  subject to Federal  income tax when  amounts are  distributed  or made
available  to the  employee or  beneficiary.  Amounts are not deemed to be "made
available"  (currently  taxable) just because the participant is permitted under
the plan to make a one-time  election  to defer  commencement  of  distributions
between  the  time  amounts  are  allowed  to  be  made   available  and  before
distributions  actually  start.  Also, de minimis  amounts (up to $3,500) may be
taken out by the employee or forced out by the plan under certain circumstances,
even though the employee may still be working and amounts would not otherwise be
made available.

Distributions  from EDC plans generally must commence no later than April 1st of
the calendar year  following the calendar year in which the employee  attains 70
1/2 or  retires  from  service  with  the  employer  maintaining  the EDC  plan,
whichever is later.

If the participant in a 457 plan does not commence minimum  distributions in the
calendar  year in which he or she  attains  age 70 1/2,  or retires if later and
waits  until the three month  (January 1 - April 1) period in the next  calendar
year to  commence  minimum  distributions,  then the  participant  must take two
required minimum distributions in that calendar year.

Distributions  from a 457 plan may not be rolled over or  transferred to an IRA.
There is no 10% penalty tax imposed on distributions prior to age 59 1/2.

Distributions to a 457 plan participant are  characterized as "wages" for income
tax  reporting  and  withholding  purposes.  No election out of  withholding  is
possible.  See "Federal and State Income Tax Withholding,"  below. These amounts
are not subject to FICA tax, if FICA tax was withheld by the employer when wages
were deferred. In certain circumstances, receipt of payments from a 457 plan may
result in a reduction of an employee's Social Security benefits.

If the 457 plan so provides,  a deceased  employee's  beneficiary may be able to
elect to receive death benefits in installments  instead of a lump sum, and will
be taxed as the payments  are  received.  However,  the death  benefits  must be
received within 15 years of the date of the deceased employee's death (or within
the  period of life  expectancy  of the  surviving  spouse if the  spouse is the
designated beneficiary).

Due to unrelated  business  income tax rules,  the 457  Contracts  may not be an
appropriate  funding vehicle for a 457 plan maintained by an organization exempt
from tax under the following Code Sections:  501(c)(7) (social club);  501(c)(9)
(VEBA); 501(c)(17) (supplemental  unemployment compensation benefit plan trust);
or 501(c)(20)  (legal  services plan trust).  Please contact your tax adviser to
see if these limits may apply to your 457 plan.

TAX  PENALTY  FOR   INSUFFICIENT   DISTRIBUTIONS.   Failure  to  make   required
distributions may cause the  disqualification of the 457 plan.  Disqualification
results in current taxation of the Participant's  entire benefit. In addition, a
50% penalty tax is imposed on the difference  between the required  distribution
amount and the amount actually distributed, if any. We do not automatically make
distributions  from a 457  Contract  unless the  Employer so  requests.  We will
notify you when our records show that your age 70 1/2 is approaching. You should
consult  with  your  tax  adviser   concerning  these  rules  and  their  proper
application to your situation.

FEDERAL AND STATE INCOME TAX  WITHHOLDING.  Payments under 457 plans are subject
to mandatory  federal  income tax  withholding  rules  applicable  to wages;  no
election out is permitted.  State income tax withholding generally also applies.
The Employer (and not  Equitable  Life) is generally  responsible  for such wage
withholding.

TAX CHANGES.  The United States Congress has in the past considered,  and may in
the  future  consider,  legislation  that,  if  enacted,  could  change  the tax
treatment of 457 plans. In addition,  the Treasury Department may amend existing
regulations,  issue new regulations,  or adopt new  interpretations  of existing
laws.  State tax laws or, if you are not a United States  resident,  foreign tax
laws, may affect the tax consequences to you or the beneficiary.  These laws may
change from time to time without notice and, as a result,  the tax  consequences
may be altered.  There is no way of predicting whether, when or in what form any
such change  would be adopted.  Any such change could have  retroactive  effects
regardless  of the date of  enactment.  We suggest you consult your legal or tax
adviser.

42257

                                      -4-
<PAGE>

                                  MOMENTUM PLUS
                     RETIREMENT PLANNING FROM EQUITABLE LIFE
                          PROSPECTUS, DATED MAY 1, 1997
               GROUP VARIABLE ANNUITY CONTRACT FUNDED THROUGH THE
                     INVESTMENT FUNDS OF SEPARATE ACCOUNT A

                                   Issued By:
            The Equitable Life Assurance Society of the United States


- --------------------------------------------------------------------------------
This  prospectus  describes a group  variable  annuity  contract (the  CONTRACT)
offered by The Equitable Life Assurance  Society of the United States (EQUITABLE
LIFE). The Contract is designed to fund defined  contribution  plans.  Employers
sponsoring such plans and trustees of such plans (PLAN TRUSTEES) can participate
in the Contract  through the Momentum  Plus  Program.  The Momentum Plus Program
consists of a defined  contribution master plan and trust sponsored by Equitable
Life (the MASTER PLAN AND TRUST) or, for  Employers  who prefer to use their own
individually-designed  or a prototype defined  contribution plan, a pooled trust
(the POOLED TRUST).

Employers  and Plan  Trustees  may choose from  investment  options  (INVESTMENT
OPTIONS)  available  under the Contract.  These  Investment  Options include the
Guaranteed  Interest Account,  which is part of Equitable Life's general account
and pays interest at a guaranteed fixed rate, and fourteen  variable  investment
funds (INVESTMENT FUNDS) of Separate Account A (SEPARATE ACCOUNT):

<TABLE>
<CAPTION>
        <S>                                 <C>                                  <C>

        o Alliance Money Market             o  Alliance Equity Index             Alliance Asset Allocation Series:

        o Alliance Intermediate             o  Alliance Common Stock               o  Alliance Conservative Investors
          Government Securities
                                            o  Alliance Global                     o  Alliance Balanced
        o Alliance Quality Bond
                                            o  Alliance International              o  Alliance Growth Investors
        o Alliance High Yield
                                            o  Alliance Aggressive Stock
        o Alliance Growth & Income
                                            o  Alliance Small Cap Growth
</TABLE>

We invest each Investment  Fund in Class IA shares of a corresponding  portfolio
(PORTFOLIO)  of The Hudson River Trust  (TRUST),  a mutual fund whose shares are
purchased by the separate accounts of insurance companies.  Amounts allocated to
the Investment Funds will increase or decrease with the investment experience of
the  Portfolios.   The  prospectus  for  the  Trust,   directly  following  this
prospectus,  describes  the  investment  objectives,  policies  and risks of the
Portfolios.  The Alliance Small Cap Growth Fund will be available in early June,
1997.

Participants may choose from a variety of payout options,  including  annuities.
Fixed annuities are funded through Equitable Life's general account.  

We provide Employers,  Plan Trustees and Participants with a variety of services
and  reports  relating  to the  Contract.  We  also  offer  a  variety  of  plan
recordkeeping services to plan administrators at an additional cost.

This  prospectus  provides  information  about  the  Contract  that  prospective
investors should know before investing.  You should read it carefully and retain
it for future reference.  The prospectus is not valid unless it is attached to a
current  prospectus for The Hudson River Trust, which investors should also read
carefully.

A registration  statement  relating to the Separate  Account has been filed with
the  Securities  and Exchange  Commission  (SEC).  The  statement of  additional
information  (SAI),  dated  May 1,  1997,  which  is part  of that  registration
statement, is available free of charge upon request by writing to the Processing
Office  or  calling  1-800-528-0204,  our  toll-free  number.  The SAI has  been
incorporated  by reference into this  prospectus.  The Table of Contents for the
SAI appears at the back of this prospectus.


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




May 1, 1997                                                            888-1131
- -------------------------------------------------------------------------------
                       Copyright 1997
 The Equitable Life Assurance Society of the United States, New York,
                      New York, 10104.
                    All rights reserved.
                       Cat. No. 127301


<PAGE>


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


                          PROSPECTUS TABLE OF CONTENTS


- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                <C>

GENERAL TERMS                                                                                                      PAGE   4

PART 1:     SUMMARY                                                                                                PAGE   6
   Equitable Life                                                                                                      6
   The Momentum Plus Program                                                                                           6
   Adopting the Momentum Plus Program                                                                                  7
   The Contract                                                                                                        7
   Investment Options                                                                                                  7
   Contributions                                                                                                       8
   Transfers                                                                                                           8
   Services We Provide                                                                                                 8
   Distribution Options and Death Benefit                                                                              9
   Withdrawals and Termination                                                                                         9
   Withdrawals for Plan Loans                                                                                         10
   Taxes                                                                                                              10
   Deductions and Charges                                                                                             10
   Fee Table                                                                                                          11

PART 2:     INVESTMENT PERFORMANCE                                                                                  PAGE 15
   Creating an Investment Strategy                                                                                    15
   Investment Fund Performance                                                                                        15
   Standardized Computation of Performance                                                                            19
   Communicating Performance Data                                                                                     20

PART 3:     EQUITABLE LIFE'S SEPARATE ACCOUNT AND ITS
            INVESTMENT FUNDS                                                                                        PAGE 21
   Separate Account A                                                                                                 21
   The Hudson River Trust                                                                                             21
   The Hudson River Trust's Investment Adviser                                                                        22
   Investment Policies And Objectives of The Hudson River Trust's Portfolios                                          22

PART 4:     THE GUARANTEED INTEREST ACCOUNT                                                                         PAGE 24
   Effects of Plan or Contract Termination                                                                            24

PART 5:     PROVISIONS OF THE CONTRACT AND SERVICES
            WE PROVIDE                                                                                              PAGE 26
   Selecting Investment Options                                                                                       26
   Contributions                                                                                                      26
   Retirement Account Value                                                                                           27
   Transfers                                                                                                          27
   Investment Simplifier: Automatic Transfer Service                                                                  28
   Withdrawal for Plan Loans                                                                                          28
   Withdrawals and Contract Termination                                                                               29
   Forfeitures                                                                                                        29
   Distribution Options                                                                                               29
   Annuity Distribution Options                                                                                       30
   Electing an Annuity Distribution Option                                                                            30
   Automatic Minimum Withdrawal Option (Over Age 70 1/2)                                                              31
   Death Benefit                                                                                                      31
   Payments of Proceeds                                                                                               32
   Plan Recordkeeping Services                                                                                        32
</TABLE>


                                                               2
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                                                 <C>

PART 6:     DEDUCTIONS AND CHARGES                                                                                  PAGE 33
   Charge to Investment Funds                                                                                         33
   The Hudson River Trust Charges to Portfolios                                                                       33
   Quarterly Administrative Charge                                                                                    34
   Charges for State Premium and Other Applicable Taxes                                                               34
   Charge for Plan Recordkeeping Services                                                                             34
   Contingent Withdrawal Charge                                                                                       34
   Loan Charges                                                                                                       35
   Special Circumstances                                                                                              35

PART 7:     VOTING RIGHTS                                                                                           PAGE 36
   Hudson River Trust Voting Rights                                                                                   36
   Separate Account Voting Rights                                                                                     36
   Voting Rights of Others                                                                                            36
   Changes in Applicable Law                                                                                          36

PART 8:     FEDERAL TAX AND ERISA MATTERS                                                                           PAGE 37
   Tax Aspects of Contributions to a Plan                                                                             37
   Tax Aspects of Distributions From a Plan                                                                           38
   Certain Rules Applicable to Plan Loans                                                                             41
   Impact of Taxes to Equitable Life                                                                                  42
   Certain Rules Applicable to Plans Designed
     to Comply with Section 404(c) of ERISA                                                                           43

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS                                                               PAGE 43

HOW TO OBTAIN THE STATEMENT OF ADDITIONAL INFORMATION                                                               PAGE 43
</TABLE>


                                       3


<PAGE>


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

                                  GENERAL TERMS


- -------------------------------------------------------------------------------
In this  prospectus,  the terms  "we,"  "our" and "us" mean The  Equitable  Life
Assurance  Society of the United States  (EQUITABLE  LIFE).  The terms "you" and
"your" refer to either the Employer, Trustee or the Participant as indicated.

ACCUMULATION UNIT
Contributions  that are invested in an  Investment  Fund  purchase  Accumulation
Units in that Fund.  The  "Accumulation  Unit Value" is the dollar value of each
Accumulation Unit on a given date.

ACTIVE LOAN
The principal  amount of any Participant  plan loan that has neither been repaid
nor deemed distributed under Section 72(p) of the Code.

BUSINESS DAY
Our Business Day is generally  any day on which  Equitable  Life is open and the
New York Stock Exchange is open for trading.  We are closed on national business
holidays  and  also  on  Martin  Luther  King,  Jr.  Day and  the  Friday  after
Thanksgiving.  Additionally,  we may  choose  to  close  on the day  immediately
preceding  or  following  a  national  business  holiday  or  due  to  emergency
conditions.  For the purpose of determining the  Transaction  Date, our Business
Day  ends  at 4:00  p.m.  Eastern  Time or the  closing  of the New  York  Stock
Exchange, if earlier.

CASH VALUE
The Retirement  Account Value minus any applicable  withdrawal charge and/or any
Market Value Adjustment.

CODE
The Internal Revenue Code of 1986, as amended.

CONTRACT DATE
The date we receive the first contribution made with respect to a plan.

CONTRACT TERMINATION
Contract Termination occurs (i) when we receive written notice from the Employer
or Plan Trustee,  as applicable,  that it is terminating a plan's  participation
under the Contract,  in whole or in part, or (ii) when  Equitable  Life delivers
written  notice  to  the  Employer  or  Plan  Trustee  that  Equitable  Life  is
terminating a plan's participation under the Contract because (a) the plan fails
to qualify under the Code or (b) the plan has failed to provide

Equitable Life with the Participant information necessary to properly administer
the Contract.

DEFAULT OPTION
The Money Market Fund,  if that Fund is selected by the Employer or Plan Trustee
as a funding option under the plan. Otherwise, the Guaranteed Interest Account.

EMPLOYER
An employer who has sponsored a defined  contribution  plan that participates in
the Momentum Plus Program through either the Master Plan and Trust or the Pooled
Trust.

ERISA
The Employee Retirement Income Security Act of 1974, as amended.

GUARANTEED INTEREST ACCOUNT
The Investment Option that is part of Equitable Life's general account.

INVESTMENT FUNDS
The fourteen  variable  investment funds of the Separate Account that are listed
on the  first  page of this  prospectus.  Investment  Funds are  referred  to as
"Investment Divisions" in the Contract.

INVESTMENT  OPTIONS  
The fifteen choices for investment contributions:  the fourteen Investment Funds
and the Guaranteed Interest Account.

MARKET VALUE ADJUSTMENT
A  downward  adjustment  applied  to  certain  withdrawals  from the  Guaranteed
Interest  Account after a Plan Termination or Contract  Termination.  The Market
Value  Adjustment is subject to some important  limitations more fully described
in Part 4: The Guaranteed Interest Account.

MASTER PLAN AND TRUST
The Members  Retirement  Plan of The  Equitable  Life  Assurance  Society of the
United States and The Members  Retirement  Trust of The Equitable Life Assurance
Society of the United States,  respectively,  a defined contribution master plan
and trust sponsored by Equitable Life.

PARTICIPANT
An individual who participates in an Employer's defined contribution plan and is
covered under the Contract.


                                       4


<PAGE>

PLAN TERMINATION
Plan  Termination  means the  termination,  either  in whole or in part,  of the
Employer's  defined  contribution  plan when  there is no  successor  plan.  The
Employer or Plan Trustee is required  under the Contract to send written  notice
to  Equitable  Life at least 90 days  before the date the plan is  scheduled  to
terminate.

PLAN TRUSTEE
A trustee or  trustees  for an  Employer's  individually-designed  or  prototype
defined contribution plan.

POOLED TRUST
The Pooled Trust for Members  Retirement  Plans of The Equitable  Life Assurance
Society of the United States.

PORTFOLIOS
The portfolios of The Hudson River Trust that correspond to the Investment Funds
of the Separate Account.

PROCESSING OFFICE
The addresses to which all payments (e.g., contributions,  loan payments, etc.),
written requests (e.g.,  transfers,  withdrawals,  etc.) or other communications
must be sent.

RETIREMENT ACCOUNT VALUE
The sum of the amounts that a Participant  has in the  Investment  Options under
the Contract.

SEPARATE ACCOUNT
Equitable Life's Separate Account A.


SOURCE
The source of a  contribution.  There are six potential  sources:  (i) employer,
(ii) employee  post-tax,  (iii) employer 401(k),  (iv) employee salary deferral,
(v) employer  matching,  and (vi) prior plan  (transfer or rollover from another
plan). A detailed description of these Sources is contained in the SAI.

SAI
The Statement of Additional Information.

TERMINATED PLAN PARTICIPANT
A  Participant  who is  covered  by a  defined  contribution  plan (or a portion
thereof) for which Plan Termination has occurred.

TRANSACTION DATE
The Business Day we receive a  contribution  or acceptable  written or telephone
transaction  request providing the information we need at our Processing Office.
If your contribution or request is not accompanied by complete information or is
mailed to the wrong address,  the  Transaction  Date will be the date we receive
such complete  information at our Processing  Office.  If your  contribution  or
request reaches our Processing  Office on a non-Business Day, or after the close
of the Business Day, the  Transaction  Date will be the next following  Business
Day -- unless under certain circumstances, a future date certain is specified in
the request.

VALUATION PERIOD
Each Business Day together with any preceding non-Business Day.


                                       5

<PAGE>

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

                                 PART 1: SUMMARY


- --------------------------------------------------------------------------------
EQUITABLE LIFE

EQUITABLE  LIFE is a New York  stock  life  insurance  company  that has been in
business since 1859. For more than 100 years we have been among the largest life
insurance  companies  in the  United  States.  Equitable  Life has been  selling
annuities  since the turn of the  century.  Our Home  Office is  located at 1290
Avenue of the Americas, New York, New York 10104. We are authorized to sell life
insurance and annuities in all fifty  states,  the District of Columbia,  Puerto
Rico and the Virgin  Islands.  We maintain  local offices  throughout the United
States.

Equitable  Life  is  a  wholly-owned   subsidiary  of  The  Equitable  Companies
Incorporated  (the  HOLDING  COMPANY).  The largest  shareholder  of the Holding
Company is AXA-UAP S.A.,  (AXA),  a French  company.  As of January 1, 1997, AXA
beneficially  owned 63.8% of the outstanding common stock of the Holding Company
(assuming  conversion of  convertible  preferred  stock held by AXA).  Under its
investment arrangements with Equitable Life and the Holding Company, AXA is able
to exercise  significant  influence over the operations and capital structure of
the Holding Company and its subsidiaries,  including  Equitable Life. AXA is the
holding company for an  international  group of insurance and related  financial
service companies.

Equitable Life, the Holding Company and their subsidiaries managed approximately
$239.8 billion of assets as of December 31, 1996,  including  third party assets
of approximately $184.8 billion. We are one of the nation's leading pension fund
managers. These assets are primarily managed for retirement and annuity programs
for businesses,  tax-exempt  organizations and individuals.  This broad customer
base includes  nearly half the Fortune 100,  more than 42,000 small  businesses,
state and local retirement funds in more than half the 50 states,  approximately
250,000 employees of educational and non-profit institutions,  as well as nearly
500,000  individuals.  Millions of  Americans  are covered by  Equitable  Life's
annuity, life, and pension contracts.

THE MOMENTUM PLUS PROGRAM (EMPLOYERS AND PLAN TRUSTEES)

The  Momentum  Plus Program  offers,  pursuant to the terms of either the Master
Trust or the  Pooled  Trust,  a group  variable  annuity  contract  as a funding
vehicle for  Employers  who sponsor  qualified  defined  contribution  plans.  A
defined  contribution plan is a retirement plan which provides for an individual
account for each plan  participant  and for benefits based solely on the amounts
contributed  to such  account and any  income,  expenses,  gains and  losses.  A
qualified defined  contribution  plan is a defined  contribution plan that meets
the  requirements  of  Section  401(a)  of  the  Code  and  applicable  Treasury
regulations.

The Employer or Plan Trustee,  as  applicable,  is responsible  for  determining
whether the Contract is a suitable funding vehicle for its defined  contribution
plan and should,  therefore,  carefully  read this  prospectus  and the Contract
before entering into the Contract.

As an Employer, subject to Equitable Life's underwriting  requirements,  you can
elect to participate in the Momentum Plus Program and the Master Plan and Trust,
in which case the Master Trust will be the sole  funding  vehicle for your plan.
The Master Trust is funded by the Contract.

The Master Plan and Trust consists of Internal  Revenue Service  approved master
defined  contribution plans all of which use the same basic plan document.  They
include:

o  a standardized and nonstandardized profit sharing plan (both with an optional
   qualified  cash or deferred  arrangement  pursuant  to Section  401(k) of the
   Code); and
o  a standardized and a nonstandardized defined contribution pension plan.

An  Employer  may  adopt  one  or  more  of  these  plans.  The  plans  are  all
participant-directed,  that is, the plan  participants  choose which  investment
options to use for the investment of their plan accounts. The plans are designed
to meet the requirements of ERISA Section 404(c).  See "Certain Rules Applicable
to Plans Designed to Comply With Section 404(c) of ERISA" in Part 8.

Employers who elect the full service plan  record-keeping  option must adopt the
Master Plan and Trust.  A description  of such services may be found under "Plan
Recordkeeping  Services" in Part 5. More  information  about the Master Plan and
Trust may be found in the SAI.

If you, as an Employer,  elect our basic recordkeeping option, you may adopt the
Pooled  Trust as your  plan's  

                                       6
<PAGE>

sole  funding  vehicle.  Note  that the  Contract  provides  that it must be the
exclusive  funding  vehicle  for your plan unless we agree  otherwise.  The same
group variable  annuity  contract (i.e.,  the Contract) is used under the Pooled
Trust and the Master Plan and Trust.

The Pooled Trust is available  for  qualified  defined  contribution  plans with
either participant-directed or trustee-directed investments. If you have elected
the basic plan recordkeeping  option you may use either the Pooled Trust or your
own  individually  designed or prototype  qualified  defined  contribution  plan
document, but you may not use the Master Plan. You may choose to have us perform
additional plan recordkeeping  services if the basic plan recordkeeping  service
option (for an additional charge) has been elected.  The Master Plan may only be
used if the full service plan  recordkeeping  option (for an additional  charge)
has been elected.  The full service  recordkeeping  option is not available with
the Pooled Trust.

Chase Manhattan  Bank, N.A.  currently acts as the trustee under both the Pooled
Trust  and the  Master  Plan and  Trust.  The sole  responsibility  of the Chase
Manhattan  Bank,  N.A.,  is to  serve  as a  party  to the  Contract.  It has no
responsibility  for the  administration  of the Momentum Plus Program or for any
distributions or duties under the Contract.  In certain states and certain other
situations the Contract will be issued  directly to the Employer or Plan Trustee
and,  accordingly,  the Master Plan and Trust as well as the Pooled Trust,  will
not be  available.  As a  consequence,  those  Employers  in  those  states  and
situations will not be able to use our full service plan recordkeeping option.

EMPLOYER'S RESPONSIBILITIES. If you adopt the Master Plan and Trust, you, as the
Employer and plan administrator,  will have certain responsibilities relating to
the administration and qualification of your plan, including:

o  Sending us contributions at the proper time;

o  Determining the amount of all contributions for each Participant;

o  Maintaining all personnel records necessary for administering your plan;

o  Determining who is eligible to receive benefits;

o  Forwarding to us all the forms that employees are required to submit;

o  Arranging to have all reports distributed to employees and former employees;

o  Arranging to have our prospectuses distributed;

o  Filing an annual  information  return for your plan with the Internal Revenue
   Service, if required;

o  Providing   us   with   the   information    needed   for   running   special
   non-discrimination  tests,  if you have a 401(k) plan or if your plan accepts
   post-tax  employee  or  employer   matching   contributions  and  making  any
   corrections if you do not pass the test;

o  Selecting interest rates and monitoring default  procedures,  if you elect to
   offer Participant loans in your plan; and

o  Meeting the requirements of ERISA Section 404(c) if you, as Employer,  intend
   for your plan to comply with that section.

Other   responsibilities   of  the  Employer  relating  to  administration   and
qualification  of your plan are  indicated  in the plan  recordkeeping  services
agreement  which is  required  for all plans  that elect the full  service  plan
recordkeeping option.

We  will  give  you  guidance  and   assistance  in  the   performance  of  your
responsibilities. The ultimate responsibility, however, rests with you.

If you, as an Employer,  use an  individually-designed  or a prototype plan, you
already  have  most of  these  responsibilities,  which  generally  will  not be
increased by your adoption of the Pooled Trust.


ADOPTING THE MOMENTUM PLUS PROGRAM
(EMPLOYERS AND PLAN TRUSTEES)

In addition to other installation forms and agreements, to adopt the Master Plan
and Trust,  you, as the Employer,  must complete a  participation  agreement and
have it executed on behalf of your company.  To adopt the Pooled  Trust,  a Plan
Trustee  must  execute  a Pooled  Trust  participation  agreement.  Return  your
completed  participation  agreement to the address  specified  on the form.  You
should keep copies of all  completed  forms for your own  records.  In addition,
either you, as Employer,  or the Plan Trustee,  as  applicable,  must complete a
Contract application in order to participate in the Contract.

Your  Equitable  Life  Representative  can help you complete  the  participation
agreement  and the Contract  application.  We recommend  that the  participation
agreement be reviewed by your tax or benefits advisor.

THE CONTRACT
The Momentum Plus Program is funded  through the Contract,  a combination  fixed
and variable group annuity contract issued by Equitable Life.

INVESTMENT OPTIONS
There are fifteen  Investment  Options  available  for  Employers  to fund their
plans: the Guaranteed  Interest Account and fourteen  Investment Funds (Alliance
Money Market,  Alliance  Intermediate  Government 

                                       7
<PAGE>

Securities,  Alliance  Quality  Bond,  Alliance  High Yield,  Alliance  Growth &
Income,  Alliance Equity Index, Alliance Common Stock, Alliance Global, Alliance
International,  Alliance  Aggressive  Stock,  Alliance  Small Cap Growth and the
Alliance Asset Allocation  Series:  Alliance  Conservative  Investors,  Alliance
Balanced and Alliance Growth Investors).  Each Investment Fund invests in shares
of a corresponding Portfolio of a mutual fund called The Hudson River Trust. The
Hudson  River  Trust  prospectus  (found  in the  second  part of this  booklet)
describes the investment  objectives  and policies of the available  Portfolios.
Employers or Plan Trustees may select the number of Investment Options that they
wish to use to fund their  plans.  If your  Employer  or Plan  Trustee  does not
select all fifteen Investment  Options under the Contract,  your choices will be
limited to the Investment  Options  selected.  If the Plan is intended to comply
with the requirements of ERISA Section 404(c),  the Employer or the Plan Trustee
is responsible for making sure that the Investment  Options chosen  constitute a
broad range of investment  choices as required by the  Department of Labor (DOL)
Section 404(c)  regulation.  See "Certain Rules  Applicable to Plans Designed to
Comply with Section 404(c) of ERISA" in Part 8.


CONTRIBUTIONS
Contributions  may be made at any time and may be made only by the  Employer  or
Plan  Trustee,  by either wire transfer or check.  Participants  should not send
contributions  (even if they are employee  post-tax  contributions)  directly to
Equitable Life. There is no minimum contribution.

Employers and Plan Trustees should send all  contributions  to Equitable  Life's
Processing  Office.  All contributions  made by check must be drawn on a bank in
the U.S.,  in U.S.  dollars and made payable to Equitable  Life.  All checks are
accepted subject to collection.

Contributions  are credited as of the Transaction  Date, if they are accompanied
by properly completed forms.  Failure to use the proper form, or to complete the
form properly, may result in a delay in crediting contributions.

Based upon your Employer's plan,  either you or the Plan Trustee,  or both, must
instruct us to allocate  contributions to one or more of the Investment  Options
that are available under your Employer's Plan. Allocation percentages must be in
whole numbers and the sum must equal 100.

We have reserved the right to discontinue accepting contributions upon notice to
Employers and Plan Trustees.


TRANSFERS
Based upon your Employer's plan, either you or the Plan Trustee may direct us to
transfer  funds  among the  Investment  Options  that are  available  under your
Employer's  plan.  There is no charge for these  transfers.  Depending  upon the
Investment Funds selected to fund your Employer's plan, certain restrictions may
apply to transfers out of the Guaranteed  Interest  Account.  See "Transfers" in
Part 5.

SERVICES WE PROVIDE
Your  Equitable  Life  Representative  can help with any  questions you may have
about the Momentum Plus Program. Materials and seminars of an educational nature
to assist retirement planning needs of Participants can be arranged through your
Equitable  Life  Representative.  Your Equitable  Life  Representative  can also
schedule retirement planning workshops to facilitate plan enrollment periods. In
addition,  the Momentum Plus Program  includes a number of services  designed to
keep Participants, Employers and Plan Trustees informed.

REGULAR PARTICIPANT REPORTS
We currently provide written confirmation of every financial transaction and two
additional reports each plan year:

o  Annual statement of retirement account; and
o  Semi-annual statement of retirement account.

We reserve the right to change the frequency of these reports.

TELEPHONE OPERATED PROGRAM SUPPORT (TOPS) SYSTEM
TOPS is designed to help  Participants  get up-to-date  information  about their
accounts via touch-tone  telephone.  TOPS is only available if your Employer has
elected this service for your Employer's plan.

You can use TOPS to obtain current  Accumulation  Unit Values for the Investment
Funds selected for your  Employer's  plan and the current  interest rate for the
Guaranteed  Interest  Account (if  available  under your  Employer's  plan).  In
addition,  once you have  completed the form  necessary to obtain a special code
number and we have processed it, TOPS can tell you:

o  Your current Retirement Account Value;
o  Your current allocation percentages; and
o  The number of units your account holds in the Investment Funds.

You may then also use TOPS to change  your  allocation  percentages  for  future
contributions  and  transfer  existing  money  among  the  Investment   Options.
Procedures  have been  established  by Equitable  Life that

                                       8
<PAGE>

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

A  toll-free  number is  available,  and Local TOPS  telephone  numbers  will be
provided. TOPS is normally available 24 hours, 7 days a week. However, Equitable
Life  will not be  responsible  for the  unavailability  of the  system  for any
reason.  Transfers made after 4:00 p.m.  Eastern Time, or the closing of the New
York Stock Exchange,  if earlier, on a Business Day or on a non-Business Day are
not processed until the following Business Day.

TOPS will not be available after Plan termination occurs.

TOLL-FREE TELEPHONE SERVICES
General  information from one of our consultants is available  between the hours
of 8:30 a.m.  and 7:00  p.m.  Eastern  Time,  every  Business  Day,  by  calling
1-800-528-0204.   TOPS  is   available,   as   described   above,   by   calling
1-800-821-7777.


PROCESSING OFFICE
FOR PAYMENTS (E.G., CONTRIBUTIONS, LOAN
   PAYMENTS, ETC.) SENT BY REGULAR MAIL:
   Equitable Life
   Momentum Administrative Services
   P.O. Box 13629
   Newark, NJ 07188-0629

FOR PAYMENTS SENT BY EXPRESS MAIL:
   First Chicago National Processing Center
   300 Harmon Meadow Boulevard, 3rd Floor
   Attention: Momentum 13629
   Secaucus, NJ 07096

ALL OTHER COMMUNICATIONS (E.G., TRANSFERS,
   WITHDRAWALS) SENT BY REGULAR MAIL:
   Momentum Administrative Services
   P.O. Box 2919
   New York, NY 10116

ALL OTHER COMMUNICATIONS SENT BY EXPRESS MAIL:
  Momentum Administrative Services
  200 Plaza Drive HM-1
  Harmon Meadow
  Secaucus, NJ 07096

DISTRIBUTION OPTIONS AND DEATH BENEFIT
The  Contract  provides  several  different  types  of  retirement  benefits  to
Participants  or their  beneficiaries,  including  lump sum  payments  and fixed
annuity benefits. The Contract is an annuity contract, even though you may elect
to  receive  your  benefits  in  another  form.  Subject  to the  terms  of your
Employer's plan, payout options include:

o  Lump sum or partial withdrawals;
o  Payments for as long as you live;
o  Payments for as long as both you and your joint annuitant live; or
o Payments for a specific  length of time (not longer than your life  expectancy
or the joint life expectancy of you and your designated beneficiary).

You may also be eligible for our "Automatic  Minimum Withdrawal Option" feature,
which  is  designed  to  help  you  satisfy  the  Code's  "minimum  distribution
requirements."  See "Tax Aspects of  Distributions  from a Plan --  Distribution
Requirements" in "Part 8: Federal Tax and ERISA Matters."

If you die before distributions begin, your beneficiary will be paid your vested
Retirement Account Value.

See "Distribution Options", "Annuity Distribution Options", "Death Benefits" and
"Your  Beneficiary" in Part 5 and "Tax Aspects of Distributions  from a Plan" in
Part 8.


WITHDRAWALS AND TERMINATION

The Code  gives  qualified  plans  special  tax  status  in  order to  encourage
long-term retirement savings. As a deterrent to premature withdrawals (generally
prior to age 59 1/2), the Code provides  certain  restrictions  on and penalties
for early withdrawals. See "Federal Tax and ERISA Matters" in Part 8.

The Contract  permits funds to be withdrawn  from a Retirement  Account Value at
any time.  However,  qualified  plans,  including  the  Master  Plan and  Trust,
generally place  restrictions on when and under what  circumstances  withdrawals
can be made.

Subject  to any  restrictions  in  your  Employer's  plan,  you  may  request  a
withdrawal by filing the proper form with your Employer.

The Contract  also permits you, as Employer or Plan Trustee,  to terminate  your
plan's  participation  under the Contract at any time.  Equitable  Life has also
reserved  the right to terminate  the  Contract if we learn that the  Employer's
plan fails to qualify  under the Code or if the  Employer  fails to provide  the
Participant information necessary to administer the Contract.

                                       9
<PAGE>

Withdrawals or Contract Termination may result in a contingent withdrawal charge
on amounts in the Separate  Account and, on amounts in the  Guaranteed  Interest
Account,  either a contingent  withdrawal  charge,  installment  payments,  or a
Market  Value  Adjustment.  Withdrawals  that are made on behalf of a Terminated
Plan Participant are treated  differently than withdrawals that are made from an
active  plan.  See  "Effects  of Plan  or  Contract  Termination"  in Part 4 and
"Contingent Withdrawal Charge" in Part 6.


WITHDRAWALS FOR PLAN LOANS
The  Contract  permits  your  Employer  to withdraw  funds from your  Retirement
Account Value,  without  incurring a contingent  withdrawal  charge, in order to
make a loan to you under your Employer's plan.

A plan loan will be in default if the amount of any  scheduled  repayment is not
received  by us within 90 days of its due date,  or if the  Participant  dies or
participation under the Contract is terminated. See "Certain Rules Applicable to
Plan  Loans"  in  Part 8 for a  discussion  of the  tax  consequences  of a loan
default.


TAXES
Any earnings  attributable to your Retirement Account Value will not be included
in taxable  income until  distributions  are made.  See "Part 8: Federal Tax and
ERISA Matters."

We may deduct a charge for state  premium taxes and other  applicable  state and
local taxes. See "Charges for State Premium and Other Applicable  Taxes" in Part
6.


DEDUCTIONS AND CHARGES 
QUARTERLY ADMINISTRATIVE CHARGE
An administrative charge which is currently equal to $7.50 or, if less, 0.50% of
the total of your Retirement Account Value plus the amount of any Active Loan is
deducted  from your  Retirement  Account  Value on the last Business Day of each
calendar  quarter.  For accounts of participants in plans that, prior to October
1, 1993,  were using  EQUI-VEST  Corporate  TRUSTEED,  EQUI-VEST  Unincorporated
TRUSTEED,  EQUI-VEST Annuitant-Owned HR-10 or Momentum as a funding vehicle, and
which transferred  assets to this Contract,  the  administrative  charge will be
waived if the Retirement  Account Value of the Momentum Plus account is at least
$25,000 on the last business day of each calendar quarter.  We reserve the right
to  increase  this  charge  upon 90 days  written  notice to  Employers  or Plan
Trustees. Your Employer may elect to pay this charge.

SEPARATE  ACCOUNT  CHARGE 
We make a Separate  Account charge (at an annual rate) for expenses  (0.25%) and
mortality  and  expense  risks  (1.10%).  In certain  cases,  this charge may be
reduced. See "Charge to Investment Funds" in Part 6. The Accumulation Unit Value
is quoted net of these charges.

HUDSON RIVER TRUST CHARGES
Investment  advisory  fees and other  expenses  of The  Hudson  River  Trust are
deducted prior to deducting the Separate  Account charge  described  above.  See
"Hudson River Trust Charges to Portfolios" in Part 6.

CONTINGENT WITHDRAWAL CHARGE
During the five years following the Contract Date your Retirement  Account Value
may be subject to a contingent  withdrawal charge if Contract Termination occurs
or when  certain  withdrawals  are made.  This charge is used to cover sales and
promotional expenses relating to the Contract.

This charge  will not exceed 6% of the amount  withdrawn.  The amount  withdrawn
includes  the amount you request and the  withdrawal  charge.  There are certain
important  exceptions and  limitations  which eliminate or reduce the contingent
withdrawal charge. See "Contingent Withdrawal Charge" in Part 6.

LOAN CHARGES
A $25 set-up charge will be deducted from your  Retirement  Account Value at the
time a plan loan is made. Also, we will deduct a loan recordkeeping charge of $6
from your  Retirement  Account  Value on the last  Business Day of each calendar
quarter if there is an Active Loan on that date.  Your Employer may elect to pay
these charges and we reserve the right to increase them.

CHARGE FOR PLAN RECORDKEEPING SERVICES
Equitable  Life  offers  two plan  recordkeeping  options,  one of which must be
elected,  for each plan. The annual charge for basic  recordkeeping  is $300 per
plan and is billed  directly to the  Employer.  The full  service  recordkeeping
option  is  available  only for  plans  that  satisfy  Equitable's  underwriting
requirements.  Fees for the full service recordkeeping option are defined in the
plan recordkeeping services agreement which is required for all plans that elect
this option.  We reserve the right to increase  these  charges.  See "Charge for
Plan Recordkeeping Services" in Part 6.


                                       10
<PAGE>


FEE TABLE

The  purpose  of  this  Table  is  to  assist   Employers  and  Participants  in
understanding the various costs and expenses  associated with the Contract.  The
Table reflects  expenses of both the Separate Account and The Hudson River Trust
for the period ended December 31, 1996.

As explained in Part 4, the Guaranteed  Interest  Account is part of our General
Account  and is not a part of the  Separate  Account.  Therefore,  the  Separate
Account Annual  Expenses and The Hudson River Trust Annual  Expenses shown below
do not apply to the  Guaranteed  Interest  Account.  See also "Effects of a Plan
Termination" in Part 4 and "Electing an Annuity  Distribution  Option" in Part 5
for a description of fixed annuity charges.

Certain  expenses  and fees  shown in this  Table may not  apply.  To  determine
whether a particular  item in the Table applies (and the actual amount,  if any)
consult the portion of the  prospectus  indicated  in the notes to the Table.  A
charge  for any  applicable  state or local  taxes  such as  premium  tax may be
deducted from an amount  applied to provide an annuity  benefit if a participant
elects to annuitize.  See "Charges for State Premium and Other Applicable Taxes"
in Part 6.
<TABLE>
<CAPTION>
<S>                                                                                                <C>
CONTRACT TRANSACTION EXPENSES
   SALES LOAD ON PURCHASES................................................................                 NONE
   TRANSFER FEES..........................................................................                 NONE
   MAXIMUM CONTINGENT WITHDRAWAL CHARGE (1)...............................................                  6%
   PLAN LOAN CHARGES (2)..................................................................         $25 WHEN LOAN IS MADE
                                                                                                      $6 PER QUARTER
ANNUAL ADMINISTRATIVE CHARGE (3)..........................................................          $30 PER PARTICIPANT
ANNUAL BASIC RECORDKEEPING CHARGE (4).....................................................             $300 PER PLAN
SEPARATE ACCOUNT ANNUAL EXPENSES
   Mortality and Expense Risk Charges.....................................................                1.10%
   Expenses...............................................................................                0.25%
                                                                                                          -----
      Total Separate Account Annual Expenses (5)..........................................                1.35%
                                                                                                          =====
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                         ALLIANCE
HUDSON RIVER TRUST ANNUAL EXPENSES                           ALLIANCE    INTERMEDIATE  ALLIANCE   ALLIANCE ALLIANCE   ALLIANCE
                                                              MONEY        GOVT.       QUALITY     HIGH    GROWTH &    EQUITY
                                                              MARKET     SECURITIES     BOND      YIELD     INCOME     INDEX
- -------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                  <C>         <C>         <C>        <C>       <C>        <C>  
   Investment Advisory Fee(7).............................     0.35%       0.50%       0.53%      0.60%     0.55%      0.33%
   Other Expenses.........................................     0.04%       0.09%       0.05%      0.06%     0.05%      0.05%
                                                               -------     --------    --------   -------   --------   -------
      Total Annual Expenses for The Hudson River
         Trust (6)(7).....................................     0.39%       0.59%       0.58%      0.66%     0.60%      0.38%
                                                               =======     ========    ========   =======   ========   =======
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                 ALLIANCE  ALLIANCE   ALLIANCE
HUDSON RIVER TRUST ANNUAL EXPENSES             ALLIANCE              ALLIANCE    AGGRES-    SMALL    CONSERVA-             ALLIANCE
                                                COMMON    ALLIANCE    INTER-      SIVE        CAP       TIVE     ALLIANCE    GROWTH
                                                STOCK      GLOBAL    NATIONAL     STOCKS    GROWTH    INVESTORS  BALANCED  INVESTORS
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>  
   Investment Advisory Fee(7).................   0.38%      0.65%     0.90%      0.55%      0.90%     0.48%      0.42%      0.53%
   Other Expenses.............................   0.03%      0.08%     0.18%      0.03%      0.10%     0.07%      0.05%      0.06%
                                                 -------    -------   --------   -------    -------   --------   --------   -------
      Total Annual Expenses for
         The Hudson River Trust (6)(7)........   0.41%      0.73%     1.08%      0.58%      1.00%     0.55%      0.47%      0.59%
                                                 =======    =======   ========   =======    =======   ========   ========   =======
</TABLE>
- ----------
Notes:
(1)  The maximum contingent  withdrawal charge is 6% of the amount withdrawn or,
     if less, 8.5% of contributions  made on behalf of a Participant.  Important
     exceptions and  limitations  eliminate or reduce the contingent  withdrawal
     charge. See "Contingent Withdrawal Charge" in Part 6.
(2)  Your  Employer  may elect to pay these  charges and we reserve the right to
     increase them.
(3)  The administrative  charge is deducted quarterly and is currently $7.50 per
     quarter or, if less, .50% of your Retirement  Account Value plus the amount
     of any Active Loan. Your Employer may elect to pay this charge.  We reserve
     the  right to  increase  this  charge  upon 90 days  written  notice to the
     Employer or Plan Trustee. See "Quarterly Administrative Charge" in Part 6.
(4)  This  charge  will be billed  directly  to the  Employer  if the basic plan
     recordkeeping  option has been  elected.  We reserve  the right to increase
     this charge upon 90 days written  notice to the  Employer or Plan  Trustee.
     See "Charge for Plan Recordkeeping Services" in Part 6.
(5)  The amount shown in the Table under "Separate  Account Annual Expenses," is
     guaranteed  not to exceed a total  annual rate of 1.35% of the value of the
     assets held in the  Investment  Funds for the  Contract.  Separate  Account
     expenses are shown as a percentage of each Investment Fund's average value.
     These charges may be lowered for  particular  plans to an annual rate of no
     less than .80% if the participation of the plan in the Contract is effected
     in a manner which results in savings of sales or administrative expenses.


                                       11
<PAGE>


(6)  Effective May 1, 1997, a new Investment Advisory Agreement was entered into
     between  the  Trust and  Alliance  Capital  Management  L.P.,  the  Trust's
     Investment  Adviser,  which effected changes in the Trust's  management fee
     and expense structure. See the Trust prospectus for more information.

     The table reflects the  Trust's expenses and is based on average  portfolio
     net assets for the year ended  December  31, 1996 and has been  restated to
     reflect  (i) the fees that would have been paid to  Alliance if the current
     advisory  agreement  had been in  effect  as of  January  1,  1996 and (ii)
     estimated  accounting  expenses for the year ending  December 31, 1997. The
     amounts  shown for the  Alliance  Small Cap  Growth  Portfolio,  which will
     become  available  under the Trust on or about May 1, 1997 and for Momentum
     Plus in early June, 1997, is an estimate.

(7)  The  investment  advisory fee for each Portfolio may vary from year to year
     depending upon the average daily net assets of the respective  Portfolio of
     the  Trust.  The  maximum  investment  advisory  fees,  however,  cannot be
     increased  without  a vote from that  Portfolio's  shareholders.  The other
     direct  operating  expenses will also fluctuate from year to year depending
     on actual expenses.  The Trust's expenses are shown as a percentage of each
     Portfolio's average net assets. See Part 6: "The Hudson River Trust Charges
     to Portfolios."



                                       12
<PAGE>

EXAMPLES
- --------
The examples below show the expenses that a hypothetical  Participant  would pay
in the two situations noted. The examples assume a single contribution of $1,000
on the  Contract  Date  (which is  assumed  to be the  first  day of a  calendar
quarter)  invested in one of the Investment  Funds listed, a 5% annual return on
assets,  the contingent  withdrawal  charge is not waived and no loans have been
taken.1 For  purposes of these  examples,  an average  quarterly  administrative
charge has been used.  These  examples do not reflect the $300 annual charge for
basic plan recordkeeping services, which is billed directly to the Employer.

These  examples  should not be  considered  a  representation  of past or future
expenses for each Investment  Fund or Portfolio.  Actual expenses may be greater
or less than those shown.2

If your entire Retirement Account Value is withdrawn under  circumstances  where
the contingent  withdrawal charge applies, the expense at the end of each period
shown would be:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SURRENDERED                                                     1 YEAR       3 YEARS       5 YEARS       10 YEARS
- --------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>          <C>            <C>    
Alliance Money Market                                           $82.56        $129.69      $179.60        $237.71
Alliance Intermediate Government Securities                      84.53         135.61       189.50         259.13
Alliance Quality Bond                                            84.44         135.32       189.00         258.06
Alliance High Yield                                              85.22         137.68       192.94         266.52
Alliance Growth & Income                                         84.63         135.91       189.99         260.18
Alliance Equity Index                                            82.47         129.39       179.11         236.63
Alliance Common Stock                                            82.76         130.28       180.60         239.87
Alliance Global                                                  85.91         139.75       196.37         273.86
Alliance International                                           89.36         150.02       213.38         309.80
Alliance Aggressive Stock                                        84.44         135.32       189.00         258.06
Alliance Small Cap Growth                                        88.57         147.68         --            --

Alliance Asset Allocation Series:
   Alliance Conservative Investors                               84.14         134.43       187.53         254.88
   Alliance Balanced                                             83.35         132.06       183.57         246.33
   Alliance Growth Investors                                     84.53         135.61       189.50         259.13
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

If you do not withdraw any Retirement  Account Value,  the expense at the end of
each period shown would be:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
UNSURRENDERED                                                   1 YEAR       3 YEARS     5 YEARS      10 YEARS
- ----------------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>         <C>           <C>    
Alliance Money Market                                            $20.81       $64.28      $110.32       $237.71
Alliance Intermediate Government Securities                       22.91        70.60       120.92        259.13
Alliance Quality Bond                                             22.80        70.29       120.39        258.06
Alliance High Yield                                               23.64        72.81       124.60        266.52
Alliance Growth & Income                                          23.01        70.92       121.44        260.18
Alliance Equity Index                                             20.71        63.96       109.79        236.63
Alliance Common Stock                                             21.02        64.91       111.38        239.87
Alliance Global                                                   24.37        75.01       128.28        273.86
Alliance International                                            28.04        85.98       146.50        309.80
Alliance Aggressive Stock                                         22.80        70.29       120.39        258.06
Alliance Small Cap Growth                                         27.20        83.48         --            --

Alliance Asset Allocation Series:
   Alliance Conservative Investors                                22.49        69.34       118.81        254.88
   Alliance Balanced                                              21.65        66.81       114.57        246.33
   Alliance Growth Investors                                      22.91        70.60       120.92        259.13
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The amount you have accumulated  could not be paid to you in the form of an
     annuity at the end of any of the periods shown in the examples. The minimum
     amount  applied to purchase an annuity  must be $3,500.  See  "Electing  an
     Annuity  Distribution  Option" in Part 5. In some cases,  charges for state
     premium  or other  taxes  will be  deducted  from the  amount  applied,  if
     applicable.
(2)  Actual  administrative  charges  may be less if you, as  Employer,  pay the
     quarterly administrative charge directly or if the quarterly administrative
     charge is not deducted. See "Quarterly Administrative Charge" in Part 6.


                                       13
<PAGE>



ACCUMULATION UNIT VALUES
The following table shows the Accumulation  Unit Values, as of the last Business
Day for the periods  shown,  commencing  with the initial  offering of each Fund
under the Program.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                            ALLIANCE
   LAST       ALLIANCE    INTERMEDIATE    ALLIANCE    ALLIANCE    ALLIANCE   ALLIANCE  ALLIANCE
 BUSINESS       MONEY      GOVERNMENT      QUALITY      HIGH      GROWTH &   EQUITY     COMMON
  DAY OF       MARKET      SECURITIES       BOND       YIELD       INCOME     INDEX      STOCK
- -------------------------------------------------------------------------------------------------
<S>             <C>            <C>           <C>       <C>          <C>      <C>         <C>
December
1993            100.47         100.44         --       106.74        --         --       105.01
December
1994            103.10          94.76        99.07     102.37       99.06    100.94      101.38
December
1995            107.55         105.94       114.38     121.10      121.25    135.92      132.47
December
1996            111.75         105.75       118.87     127.46      143.63    164.08      162.39
- -------------------------------------------------------------------------------------------------
</TABLE>

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

   LAST                                    ALLIANCE      ALLIANCE                    ALLIANCE
 BUSINESS     ALLIANCE      ALLIANCE      AGGRESSIVE   CONSERVATIVE     ALLIANCE      GROWTH
  DAY OF       GLOBAL     INTERNATIONAL     STOCK        INVESTORS      BALANCED    INVESTORS
- -----------------------------------------------------------------------------------------------
<S>             <C>          <C>             <C>            <C>           <C>          <C>
December
1993            102.14        --             105.90          98.60        101.63       101.99
December
1994            106.04        --             100.49          93.29         92.22        97.45
December
1995            124.30       104.15          130.50         110.81        108.95       121.49
December
1996            116.37       112.81          157.31         114.99        120.01       134.95
- -----------------------------------------------------------------------------------------------
</TABLE>

                                                         14


<PAGE>


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

                         PART 2: INVESTMENT PERFORMANCE

- -------------------------------------------------------------------------------
CREATING AN INVESTMENT STRATEGY
- -------------------------------------------------------------------------------
The  Contract  provides  you  with the  flexibility  to  create  a  personalized
retirement  savings investment  strategy using the different  Investment Options
your  Employer  has  selected  under the  Contract.  Fourteen of the  Investment
Options  available  under the  Contract  are  Investment  Funds of the  Separate
Account.  The Separate Account invests in The Hudson River Trust, a mutual fund.
The  Portfolios  of The Hudson  River Trust  invest in a wide range of financial
instruments,  including stocks, corporate and government bonds and U.S. Treasury
Bills. See Part 3: "Equitable Life's Separate Account and its Investment Funds,"
for a summary of the investment  strategies of the various Portfolios.  For more
detailed  information,  see The Hudson River Trust  prospectus,  which is in the
second part of this booklet.

This  section  is  designed  to  provide  you  with  information  on the  actual
performance  of the  Investment  Funds.  See Part 4:  "The  Guaranteed  Interest
Account," for information on the Guaranteed  Interest Account,  which is part of
Equitable Life's general account.


INVESTMENT FUND PERFORMANCE
In order to help you  understand  how the actual  performance  of the Investment
Funds can affect  Retirement  Account  Values,  the following  tables  provide a
historical view of investment  performance.  The information  presented compares
annualized  rates of return for each  Investment  Fund  along  with  appropriate
benchmarks.

Performance data of the Alliance Money Market,  Alliance Common Stock,  Alliance
Balanced and Alliance  Aggressive  Stock Funds for the periods prior to December
18, 1987,  reflect the investment results of four open-end  management  separate
accounts (the "predecessor  separate  accounts") which were reorganized into the
Separate  Account in unit investment trust form. The "since  inception"  figures
for these Funds are based on the date of inception of the  predecessor  separate
accounts.  This  performance  data has been  adjusted  to  reflect  the  maximum
investment  advisory fee payable for the  corresponding  Portfolio of The Hudson
River Trust as well as an assumed charge of .06% for direct operating  expenses.
For a discussion of the reorganization of the predecessor separate accounts into
the Separate Account, see "Part 3: The Reorganization" in the SAI.

The performance data shown from December 18, 1987 through  September 5, 1991 for
these Investment Funds reflects the investment results of The Equitable Trust, a
mutual fund,  which was replaced by The Hudson River Trust on September 6, 1991.
The  investment  objectives  and policies of the  Portfolios  are  substantially
similar to those of the corresponding  portfolios of The Equitable Trust. At all
times Equitable Life and/or one of its subsidiaries has served as the investment
adviser to the predecessor separate accounts, The Equitable Trust and The Hudson
River Trust.

Performance  data for the remaining  Investment Funds reflect (i) the investment
results of the corresponding  Portfolios of The Hudson River Trust from the date
of inception of those Portfolios,  (ii) the actual  investment  advisory fee and
direct  operating  expenses of the  relevant  Portfolio  and (iii) the  Separate
Account asset charges of 1.35% relating to the Contract.

Because amounts allocated to the Investment Funds are invested in a mutual fund,
investment  return and principal  will fluctuate and  Accumulation  Units may be
worth more or less than the original cost when redeemed.

The  results  shown  are not an  estimate  or  guarantee  of  future  investment
performance,  and do not reflect the actual  experience of amounts invested by a
particular Participant.

ALLIANCE SMALL CAP GROWTH PORTFOLIO

The Alliance Small Cap Growth Portfolio of the Trust commenced operations on May
1, 1997. Therefore, no actual historical performance data is available. However,
historical  performance  of six other advisory  accounts  managed by Alliance is
described in the attached Trust prospectus.  According to that prospectus, these
accounts have substantially the same investment objectives and policies, and are
managed in  accordance  with  essentially  the same  investment  strategies  and
techniques,  as those of the Alliance Small Cap Growth  Portfolio.  It should be
noted that these  accounts  are not subject to certain of the  requirements  and
restrictions  to which the  Alliance  Small Cap Growth  Portfolio is subject and
that they are  managed  for tax  exempt  clients  of  Alliance.  The  

                                       15
<PAGE>

investment  performance  information  included in the Trust  prospectus  for all
Portfolios  other  than the  Alliance  Small  Cap  Portfolio  is based on actual
historical performance.

The  investment  performance  data for the Trust's  Alliance Small Cap Portfolio
contained in the Trust prospectus,  is provided by that prospectus to illustrate
the past  performance  of the  Portfolio  adviser in  managing  a  substantially
similar investment vehicle as measured against specified market indices and does
not  represent  the past or future  performance  of the  Portfolio.  None of the
performance  data  contained in the Trust  prospectus  reflects fees and charges
imposed  under  your  Contract,   which  fees  and  charges  would  reduce  such
performance figures.  Therefore, the performance data for the Alliance Small Cap
Portfolio in the Trust  prospectus  may be of limited use and is not intended to
be a substitute for actual performance of the corresponding Portfolios,  nor are
such  results  an  estimate  or  guarantee  of  future   performance  for  these
Portfolios.

HOW SEPARATE ACCOUNT PERFORMANCE DATA ARE PRESENTED
The  performance  data for all  periods  has also been  adjusted  to reflect the
Separate Account asset charges of 1.35% relating to the Contract.

The annualized  rates of return are calculated in the same manner as the average
annual total returns described under  "Standardized  Computation of Performance"
which  follows,  except  that  the  quarterly   administrative  charge  and  the
contingent  withdrawal  charge are not  reflected in the  following  performance
tables.  These additional  charges would effectively  reduce the rates of return
presented.  The plan recordkeeping fee is not reflected in either the annualized
rates  of  return  or  the  annual  total  returns  shown  under   "Standardized
Computation of  Performance"  because your Employer is billed  directly for this
fee.

Investment  return and principal will fluctuate and your units may be worth more
or less than the original cost when redeemed.

BENCHMARKS
Market  indices  are not subject to any charges  for  investment  advisory  fees
typically   associated  with  a  managed   portfolio.   Comparisons  with  these
benchmarks,  therefore,  are of limited  use. We include  them  because they are
widely  known and may help you to  understand  the universe of  securities  from
which each Portfolio is likely to make selections.

INCEPTION DATES AND
COMPARATIVE BENCHMARKS:

ALLIANCE MONEY MARKET: May 11, 1982;  Salomon Brothers  Three-Month T-Bill Index
(3-Month T-Bill).

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES:  April 1, 1991; Lehman Intermediate
Government Bond Index (Lehman Intermediate Government).

ALLIANCE  QUALITY BOND:  October 1, 1993;  Lehman  Aggregate  Bond Index (Lehman
Aggregate).

ALLIANCE  HIGH YIELD:  January 2, 1987;  Merrill  Lynch High Yield  Master Index
(Master High Yield).

ALLIANCE GROWTH & INCOME:  October 1, 1993; 75% Standard & Poor's 500 Index (S&P
500) and 25% Value Line Convertible's Index (75% S&P 500/25% Value Line Conv.).

ALLIANCE EQUITY INDEX: March 1, 1994; S&P 500.

ALLIANCE COMMON STOCK:  August 1, 1968; S&P 500.

ALLIANCE GLOBAL:  August 27, 1987;  Morgan Stanley Capital  International  World
Index (MSCI World).

ALLIANCE  INTERNATIONAL:  April 3, 1995;  Morgan Stanley  Capital  International
Europe, Australia, Far East Index (MSCI EAFE).

ALLIANCE  AGGRESSIVE  STOCK: May 1, 1984; 50% Russell 2000 Small Stock Index and
50% S&P Mid-Cap Total Return (50% Russell 2000/50% S&P MidCap).

ALLIANCE SMALL CAP GROWTH:  May 1, 1997;  100% Russell 2000 Growth (Russell 2000
Gr.).

ALLIANCE  CONSERVATIVE  INVESTORS:  October 2, 1989;  70% Lehman  Treasury  Bond
Composite  Index  and 30% S&P 500 (70%  Lehman  Treas./30%  S&P  500). 

ALLIANCE BALANCED: May 1, 1984; 50% S&P 500 and 50% Lehman  Government/Corporate
Bond Index (50% S&P 500/50% Lehman Corp.).

ALLIANCE GROWTH INVESTORS: October 2, 1989; 30% Lehman Government/Corporate Bond
Index and 70% S&P 500 (30% Lehman Corp./70% S&P 500).

The Lipper  Variable  Insurance  Products  Performance  Analysis Survey (Lipper)
records the  performance of a large group of variable  annuity and variable life
products, including managed separate accounts of insurance companies.  According
to Lipper  Analytical  Services,  Inc., the data are presented net of investment
management fees, direct operating  expenses and asset-based  charges  applicable
under  insurance  policies  or annuity  contracts.  Lipper  data  provide a more
accurate  picture than market  indices of the Momentum Plus Program  performance
relative to other annuity products.

All rates of return  presented are  time-weighted  and include  reinvestment  of
investment income, including interest and dividends.  Cumulative rates of return
reflect  performance  over a stated period of time.  Annualized  rates of return
represent the annual rate of growth that would have produced the same cumulative
return, if performance had been constant over the entire period.


                                       16
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                  ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1996:

- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                         SINCE    INCEPTION
                                          1 YEAR      3 YEARS     5 YEARS     10 YEARS    20 YEARS     INCEPTION    DATE
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>         <C>          <C>         <C>          <C>        <C>
ALLIANCE MONEY MARKET                      3.90%       3.61%       2.91%        4.50%        --          5.53%      5/11/82
   Lipper Money Market                     3.82        3.60        2.93         4.52         --          5.76
   3-Month T-Bill                          5.25        5.07        4.37         5.67         --          6.58
ALLIANCE INTERMEDIATE
   GOVERNMENT SECURITIES                   2.36        2.59        4.17          --          --          5.51       4/1/91
   Lipper U.S. Government                  1.57        3.99        5.21          --          --          6.76
   Lehman Intermediate Government          4.06        5.37        6.23          --          --          7.43
ALLIANCE QUALITY BOND                      3.93        3.95         --           --          --          3.37      10/1/93
   Lipper Corporate Bond A-Rated           1.31        4.01         --           --          --          3.49
   Lehman Aggregate                        3.63        6.03         --           --          --          5.57
ALLIANCE HIGH YIELD                       21.22       11.21       13.11          --          --          9.91       1/2/87
   Lipper High Yield                      12.46        7.93       11.47          --          --          9.13
   Master High Yield                      11.06        9.59       12.76          --          --         11.24
ALLIANCE GROWTH & INCOME                  18.46       12.46         --           --          --         11.24      10/1/93
   Lipper Growth & Income                 19.96       15.39         --           --          --         14.78
   75% S&P 500/25% Value Line Conv.       21.28       17.93         --           --          --         17.24
ALLIANCE EQUITY INDEX                     20.72         --          --           --          --         18.66       3/1/94
   Lipper S&P Index Funds                 21.10         --          --           --          --         18.87
   S&P 500                                22.96         --          --           --          --         20.90
ALLIANCE COMMON STOCK                     22.59       15.64       14.16        14.39       14.04%       11.05       8/1/68
   Lipper Growth                          18.78       14.80       12.39        13.08       13.60         N/A
   S&P 500                                22.96       19.66       15.20        15.28       14.55        11.57
ALLIANCE GLOBAL                           13.04       11.22       11.97          --          --         10.20       8/27/87
   Lipper Global                          17.89        8.49       10.29          --          --          3.65
   MSCI World                             13.48       12.91       10.82          --          --          7.44
ALLIANCE INTERNATIONAL                     8.32         --          --           --          --         10.32       4/3/95
   Lipper International                   13.36         --          --           --          --         14.33
   MSCI EAFE                               6.05         --          --           --          --          8.74
ALLIANCE AGGRESSIVE STOCK                 20.54       14.10       10.32        16.20         --         18.06       5/1/84
   Lipper Small Company Growth            16.55       12.70       17.53        16.29         --         18.19
   50% Russell 2000/50% S&P MidCap        17.85       14.14       14.80        14.29         --         15.18

THE ALLIANCE ASSET ALLOCATION SERIES:
ALLIANCE CONSERVATIVE                                                                                              10/2/89
   INVESTORS                               3.78        5.26        5.87          --          --          7.56
   Lipper Income                           8.95        8.91        9.55          --          --          9.55
   70% Lehman Treas./30% S&P 500           8.78       10.14        9.64          --          --         10.42
ALLIANCE BALANCED                         10.16        5.70        4.63         8.82         --         10.18       5/1/84
   Lipper Flexible Portfolio              12.51        9.26        9.30        10.07         --         11.33
   50% S&P 500/50% Lehman Corp.           12.93       13.15       11.47        12.30         --         14.05
ALLIANCE GROWTH INVESTORS                 11.08        9.78        9.27          --          --         14.02      10/2/89
   Lipper Flexible Portfolio              12.51        9.26        9.30          --          --          9.99
   30% Lehman Corp./70% S&P 500           16.94       15.84       13.02          --          --         12.73
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                           17
<PAGE>


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

        CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1996:

- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                        SINCE    INCEPTION
                                          1 YEAR      3 YEARS     5 YEARS     10 YEARS    20 YEARS     INCEPTION    DATE
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>        <C>          <C>        <C>           <C>          <C>
ALLIANCE MONEY MARKET                      3.90%      11.23%      15.42%       55.33%        --          119.99%    5/11/82
   Lipper Money Market                     3.82       11.18       15.58        55.73         --          127.67
   3-Month T-Bill                          5.25       15.99       23.86        73.61         --          184.26
ALLIANCE INTERMEDIATE
   GOVERNMENT SECURITIES                   2.36        7.97       22.69          --          --           36.11     4/1/91
   Lipper U.S. Government                  1.57       12.45       28.92          --          --           42.71
   Lehman Intermediate Government          4.06       16.98       35.30          --          --           51.07
ALLIANCE QUALITY BOND                      3.93       12.33         --           --          --           11.39    10/1/93
   Lipper Corporate Bond A-Rated           1.31       12.53         --           --          --           11.83
   Lehman Aggregate                        3.63       19.19         --           --          --           19.27
ALLIANCE HIGH YIELD                       21.22       37.53       85.11          --          --          157.12     1/2/87
   Lipper High Yield                      12.46       25.77       72.39          --          --          142.30
   Master High Yield                      11.06       31.63       82.29          --          --          190.43
ALLIANCE GROWTH & INCOME                  18.46       42.22         --           --          --           41.38    10/1/93
   Lipper Growth & Income                 19.96       53.82         --           --          --           56.73
   75% S&P 500/25% Value Line Conv.       21.28       63.99         --           --          --           67.75
ALLIANCE EQUITY INDEX                     20.72         --          --           --          --           62.46     3/1/94
   Lipper S&P Index Funds                 21.10         --          --           --          --           63.19
   S&P 500                                22.96         --          --           --          --           71.28
ALLIANCE COMMON STOCK                     22.59       54.64       93.90       283.70     1,283.92%     1,867.24     8/1/68
   Lipper Growth                          18.78       51.65       80.51       243.70     1,185.21         N/A
   S&P 500                                22.96       71.34      102.85       314.34     1,416.26      2,148.57
ALLIANCE GLOBAL                           13.04       37.56       75.97          --          --          147.96     8/27/87
   Lipper Global                          17.89       28.45       63.87          --          --           39.73
   MSCI World                             13.48       43.95       67.12          --          --           95.62
ALLIANCE INTERNATIONAL                     8.32         --          --           --          --           18.71     4/3/95
   Lipper International                   13.36         --          --           --          --           26.53
   MSCI EAFE                               6.05         --          --           --          --           15.78
ALLIANCE AGGRESSIVE STOCK                 20.54       48.54       63.44       348.75         --          719.01     5/1/84
   Lipper Small Company Growth            16.55       43.42      142.70       352.31         --          730.33
   50% Russell 2000/50% S&P MidCap        17.85       48.69       99.38       280.32         --          499.78

THE ALLIANCE ASSET ALLOCATION SERIES:
ALLIANCE CONSERVATIVE                                                                                              10/2/89
   INVESTORS                               3.78       16.63       32.99          --          --           69.58
   Lipper Income                           8.95       29.47       58.37          --          --           94.21
   70% Lehman Treas./30% S&P 500           8.78       33.60       58.40          --          --          105.23
ALLIANCE BALANCED                         10.16       18.09       25.41       132.81         --          241.39     5/1/84
   Lipper Flexible Portfolio              12.51       30.84       56.65       162.33         --          291.87
   50% S&P 500/50% Lehman Corp.           12.93       44.87       72.14       218.95         --          429.51
ALLIANCE GROWTH INVESTORS                 11.08       32.32       55.75          --          --          158.78    10/2/89
   Lipper Flexible Portfolio              12.51       30.84       56.65          --          --          100.79
   30% Lehman Corp./70% S&P 500           16.94       55.46       84.42          --          --          138.49
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>


                                                    YEAR-BY-YEAR RATES OF RETURN
- ---------------------------------------------------------------------------------------------------------
                         ALLIANCE
          ALLIANCE     INTERMEDIATE      ALLIANCE     ALLIANCE     ALLIANCE     ALLIANCE     ALLIANCE
           MONEY        GOVERNMENT       QUALITY        HIGH       GROWTH &      EQUITY       COMMON
           MARKET       SECURITIES         BOND        YIELD        INCOME       INDEX         STOCK
- ---------------------------------------------------------------------------------------------------------
 <S>        <C>            <C>             <C>          <C>         <C>           <C>          <C>  
 1984       9.41%               %               %            %           %             %       -3.41%
 1985       6.70            --              --            --          --           --          32.51
 1986       5.17            --              --            --          --           --          15.43
 1987       5.23            --              --           3.27*        --           --           6.08
 1988       5.95            --              --           8.25         --           --          21.64
 1989       7.78            --              --           3.71         --           --          24.20
 1990       6.89            --              --          -2.43         --           --          -9.18
 1991       4.77           10.94*           --          22.78         --           --          35.95
 1992       2.16            4.17            --          10.80         --           --           1.82
 1993       1.58            9.09           -0.84*       21.48       -0.59*         --          23.14
 1994       2.62           -5.66           -6.38        -4.09       -1.91         -0.05*       -3.46
 1995       4.32           11.80           15.45        18.30       22.40         34.65        30.67
 1996       3.90            2.36            3.93        21.22       18.46         20.72        22.59
- ---------------------------------------------------------------------------------------------------------
</TABLE>

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

                                            ALLIANCE        ALLIANCE                        ALLIANCE
           ALLIANCE       ALLIANCE         AGGRESSIVE     CONSERVATIVE       ALLIANCE        GROWTH
            GLOBAL     INTERNATIONAL         STOCK          INVESTORS        BALANCED       INVESTORS
- --------------------------------------------------------------------------------------------------------
 <S>       <C>               <C>              <C>             <C>            <C>             <C>  
 1984            %              %              4.85%*              %          6.03%*              %
 1985         --              --              42.98            --            23.81             --
 1986         --              --              21.75            --            11.70             --
 1987      -13.67*            --              -1.13            --            -5.05             --
 1988        9.38             --              -0.39            --            13.35             --
 1989       25.02             --              42.87            2.75*         24.72            3.65*
 1990       -7.33             --               5.73            4.97          -1.33            9.12
 1991       28.79             --              84.57           18.23          40.16           46.90
 1992       -1.86             --              -4.47            4.36          -4.15            3.52
 1993       30.34             --              15.17            9.27          10.80           13.71
 1994        3.81             --              -5.11           -5.39          -9.26           -4.45
 1995       17.22            9.59*            29.87           18.78          18.14           24.67
 1996       13.04            8.32             20.54            3.78          10.16           11.08
- --------------------------------------------------------------------------------------------------------
</TABLE>
         * Unannualized

STANDARDIZED COMPUTATION OF PERFORMANCE

The  performance  data in the following  tables,  which are prepared in a manner
prescribed by the SEC for use when we advertise the  performance of the Separate
Account, illustrate the average annual total return of the Investment Funds over
the  periods  shown,  assuming  a single  initial  contribution  of  $1,000  and
termination of participation  under the Contract at the end of each period under
circumstances  in which the contingent  withdrawal  charge  applies.  The values
shown  are also net of all other  charges  and  expenses  assessed  against  the
Investment  Funds  using the same  adjustments  as  described  above  under "How
Performance  Data are  Presented."  An Investment  Fund's  average  annual total
return  is the  annual  rate of  growth of the  Investment  Fund  that  would be
necessary to achieve the ending value of a  contribution  kept in the Investment
Fund for the period specified.

Each calculation  assumes that the $1,000 contribution was allocated to only one
Investment Fund, no transfers or additional  contributions were made, no amounts
were allocated to any other  Investment  Fund and the  Participant has not taken
any loans.

In order to calculate the annualized rates of return,  we divide the termination
value as of December 31, 1996 by a $1,000  contribution made at the beginning of
each period illustrated. The result of that calculation is the total growth rate
for the period.  Then we annualize that growth rate to obtain the average annual
percentage  increase (decrease) during the period shown. When we "annualize," we
assume  that a single  rate of return  applied  each year during the period will
produce  the ending  value,  taking  into  account  the  effect of  compounding.
"Termination  value"  means the  Retirement  Account  Value less the  contingent
withdrawal charge.  The contingent  withdrawal charge will never be greater than
6%. See "Part 6: Deductions and Charges." The Retirement  Account Value has been
adjusted to reflect the quarterly administrative charge.


                                       19
<PAGE>

- --------------------------------------------------------------------------------
Growth of $1,000 For Participant Terminated on December 31, 1996:

                               LENGTH OF INVESTMENT PERIOD
               ----------------------------------------------------------
  INVESTMENT         ONE       THREE        FIVE       TEN      SINCE
     FUND            YEAR      YEARS        YEARS      YEARS  INCEPTION
- -------------------------------------------------------------------------
Alliance Money
  Market            $957.27    $984.49     $981.49   $1,271.09     --
Alliance
  Intermediate
  Government  
  Securities         943.13     955.65    1,043.26      --    $1,212.85
Alliance Quality
  Bond               957.54     994.30       --         --       980.99
Alliance High
  Yield            1,116.80   1,217.31    1,591.50      --      2122.71
Alliance
  Growth &
  Income           1,091.38   1,258.83       --         --      1245.13
Alliance Equity 
  Index            1,112.25      --          --         --     1,444.92
Alliance
  Common Stock     1,129.44   1,371.14    1,671.56    3,250.21     --
Alliance Global    1,041.52   1,217.59    1,507.75      --     2,070.42
Alliance
  International      997.97      --          --         --     1,077.41
Alliance
  Aggressive
  Stock            1,110.58   1,314.78    1,393.45    3,860.24     --
Alliance Asset Allocation Series:
Alliance
  Conservative
  Investors          956.15   1,032.29    1,130.89      --     1,466.40
Alliance
  Balanced         1,014.94   1,045.28    1,066.43    1,924.64     --
Alliance Growth 
  Investors        1,023.40   1,171.19    1,324.38      --     2,277.17
- -------------------------------------------------------------------------

Average Annual Total Return For Participant Terminated on December 31, 1996:

                        LENGTH OF INVESTMENT PERIOD
               ----------------------------------------------------------
  INVESTMENT         ONE       THREE        FIVE       TEN      SINCE
     FUND            YEAR      YEARS        YEARS      YEARS  INCEPTION
- -------------------------------------------------------------------------
Alliance Money
  Market            -4.27%     -0.52%       -0.37%     2.43%     --
Alliance
  Intermediate
  Government 
  Securities        -5.69      -1.50         0.85       --     3.41%
Alliance Quality
  Bond              -4.25      -0.19          --        --    -0.59
Alliance High
  Yield             11.68       6.77         9.74       --     7.82
Alliance
  Growth &
  Income             9.14       7.97          --        --     6.98
Alliance
  Equity Index      11.22        --           --        --    13.86
Alliance
  Common Stock      12.94      11.09        10.82     12.51     --
Alliance
  Global             4.15       6.78         8.56       --     8.10
Alliance
  International     -0.20        --           --        --     4.36
Alliance
  Aggressive
  Stock             11.06       9.55         6.86     14.46     --
Alliance Asset Allocation Series:
Alliance
  Conservative
  Investors         -4.39       1.06         2.49       --     5.42
Alliance
  Balanced           1.49       1.49         1.29      6.77     --
Alliance Growth
  Investors          2.34       5.41         5.78       --    12.03
- -------------------------------------------------------------------------
Note: Unit values and performance results prior to 9/8/93 are hypothetical.

COMMUNICATING PERFORMANCE DATA  

In reports or other communications or in advertising  material,  we may describe
general  economic and market  conditions  affecting the Separate Account and The
Hudson River Trust and may compare the performance of the Investment  Funds with
(1) that of other insurance  company separate  accounts or mutual funds included
in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc.,
VARDS or similar  investment  services that monitor the performance of insurance
company  separate  accounts or mutual funds,  (2) other  appropriate  indices of
investment  securities  and  averages  for peer  universes  of funds  which  are
described  in the SAI, or (3) data  developed by us derived from such indices or
averages.  The  Morningstar  Variable  Annuity/Life  Report consists of over 700
variable  life  and  annuity  funds,  all of  which  report  their  data  net of
investment management fees, direct operating expenses and separate account level
charges  VARDS is a monthly  reporting  service that monitors over 2500 variable
life  and  variable  annuity  funds  on  performance  and  account  information.
Advertisements  or other  communications  furnished  to present  or  prospective
Participants may also include  evaluations of an Investment Fund or Portfolio by
financial   publications  that  are  nationally  recognized  such  as  Barron's,
Morningstar's  Variable  Annuity  Sourcebook,  Business Week,  Chicago  Tribune,
Forbes, Fortune, Institutional Investor, Investment Adviser, Investment Dealer's
Digest, Investment Management Weekly, Los Angeles Times, Money, Money Management
Letter, Kiplinger's Personal Finance, Financial Planning,  National Underwriter,
Pension & Investments,  USA Today,  Investor's Daily, The New York Times and The
Wall Street Journal.


                                       20


<PAGE>


- -------------------------------------------------------------------------------
                  PART 3: EQUITABLE LIFE'S SEPARATE ACCOUNT AND
                              ITS INVESTMENT FUNDS

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

SEPARATE ACCOUNT A

Separate Account A is organized as a unit investment trust, a type of investment
company, and is registered with the SEC under the Investment Company Act of 1940
(1940 ACT). This registration does not involve any supervision by the SEC of the
management or investment policies of the Separate Account.  The Separate Account
has  Investment  Funds,  each of which  invests  in  shares  of a  corresponding
Portfolio  of The  Hudson  River  Trust.  You may  allocate  some or all of your
contributions among the Funds that your Employer has selected to fund your plan.

As a separate  account  under the New York  Insurance  Law,  the  portion of the
Separate  Account's assets equal to the reserves and other liabilities  relating
to the Contract cannot be chargeable with  liabilities  arising out of any other
business we may conduct.  Accordingly,  income, gains or losses,  whether or not
realized, from assets of the Separate Account are credited to or charged against
the Separate Account without regard to our other income, gains or losses. We are
the issuer of the Contract, and the obligations set forth in the Contract (other
than those of Employers or Plan Trustees) are our obligations.

In addition to  contributions  made under the  Contract,  we may allocate to the
Separate Account monies received under other annuity contracts,  certificates or
agreements.  Owners  of all such  certificates,  contracts  or  agreements  will
participate  in the Separate  Account in  proportion to the amounts they have in
the Investment Funds that relate to their contracts, certificates or agreements.
We may retain in the Separate  Account assets that are in excess of the reserves
and  other  liabilities   relating  to  the  Contract  or  to  other  contracts,
certificates or agreements, or we may transfer them to our general account.

We reserve the right,  subject to  compliance  with  applicable  law,  including
approval  of  Participants  and  Plan  Trustees  if  required,  (1) to  add  new
Investment Funds (or subdivisions of Investment  Funds) to, or remove Investment
Funds (or subdivisions of Investment  Funds) from, the Separate  Account,  or to
add new  separate  accounts (2) to combine any two or more  Investment  Funds or
subdivisions  thereof,  (3)  to  transfer  assets  determined  by us  to be  the
proportionate share of the class of contracts to which the Contract belongs from
any of the Investment  Funds to another  Investment Fund by withdrawing the same
percentage  of  each  investment  in  that  Investment  Fund  with   appropriate
adjustments  to avoid  odd lots  and  fractions,  (4) to  operate  the  Separate
Account,  any Investment Fund or any additional separate account as a management
investment  company  under the 1940 Act (which may be  directed  by a  committee
which may be composed of a majority of persons who are  "interested  persons" of
Equitable  Life under the 1940 Act,  which  committee may be discharged by us at
any time) or in any other form permitted by law, including a form that allows us
to make direct  investments,  (5) to deregister  the Separate  Account under the
1940 Act, (6) to cause one or more  Investment  Funds to invest in a mutual fund
other than,  or in addition  to, The Hudson River  Trust,  (7) to terminate  any
employer or plan trustee agreement  pursuant to its terms and (8) to restrict or
eliminate any voting rights of  Participants,  Plan Trustees or other people who
have voting rights that affect the Separate Account.

If any  changes  are made that  result in a  material  change in the  underlying
investment policy of an Investment Fund, we will notify the appropriate  persons
as required by law. We may make other changes that do not reduce any Cash Value,
annuity benefit, Retirement Account Value or other accrued rights or benefits.

THE HUDSON RIVER TRUST

The  Hudson  River  Trust  is an open  end,  diversified  management  investment
company,  more commonly called a mutual fund. As a "series" type of mutual fund,
it  issues  several  different  series  of  stock,  each of which  relates  to a
different Portfolio of the Trust. The Trust commenced operations in January 1976
with a predecessor  of its Common Stock  Portfolio.  The Trust does not impose a
sales  charge  or "load"  for  buying  and  selling  its  shares.  All  dividend
distributions  to the Trust are reinvested in full and fractional  shares of the
Portfolio to which they relate.

More detailed information about the Trust, its investment objectives,  policies,
restrictions,  risks,  expenses and other aspects of its operations,  appears in
its prospectus which is attached, or in its statement of additional information.

                                       21
<PAGE>

THE HUDSON RIVER TRUST'S INVESTMENT ADVISER

The Trust is advised by Alliance  Capital  Management  LP  (ALLIANCE),  which is
registered with the SEC as an investment  adviser under the Investment  Advisers
Act of 1940. On December 31, 1996,  Alliance was managing over $182.8 billion in
assets.  Alliance acts as an investment adviser to various separate accounts and
general  accounts of Equitable Life and other  affiliated  insurance  companies.
Alliance  also  provides  management  and  consulting  services to mutual funds,
endowment funds,  insurance companies,  foreign entities,  qualified and non-tax
qualified corporate funds, public and private pension and profit-sharing  plans,
foundations and tax-exempt organizations.

Alliance's record as an investment  manager is based, in part, on its ability to
provide a diversity of investment services to domestic, international and global
markets.  Alliance prides itself on its ability to attract and retain a quality,
professional  work  force.   Alliance  employs  194  investment   professionals,
including 83 research  analysts.  Portfolio  managers  have  average  investment
experience of more than 15 years.

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

INVESTMENT POLICIES AND OBJECTIVES OF THE HUDSON RIVER TRUST'S PORTFOLIOS
Each Portfolio has a different investment objective which it tries to achieve by
following  separate  investment  policies.  The policies and  objectives of each
Portfolio will affect its return and its risks. There is no guarantee that these
objectives will be achieved.

The  policies  and  objectives  of The Hudson River  Trust's  Portfolios  are as
follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
       PORTFOLIO                               INVESTMENT POLICY                                    OBJECTIVE
- ----------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                                                         <C>
ALLIANCE MONEY MARKET...   Primarily high quality short-term money market              High level of current income while
                              instruments                                                 preserving assets and
                                                                                          maintaining liquidity
ALLIANCE INTERMEDIATE      Primarily debt Securities issued or guaranteed by the       High current income consistent with
GOVERNMENT SECURITIES...      U.S. Government, its agencies and instrumentalities.        relative stability of principal
                              Each  investment will have a final maturity of not
                              more  than 10 years or a  duration  not  exceeding
                              that of a 10-year Treasury note
ALLIANCE QUALITY BOND...   Primarily investment grade fixed income securities          High current income consistent with
                                                                                          preservation of capital
ALLIANCE HIGH              Primarily a diversified mix of high yield, fixed-income     High return by maximizing current
YIELD...................      securities involving greater volatility of price and        income and, to the extent
                              risk of principal and income than high quality              consistent with that objective,
                              objective, fixed-income securities. The medium and          capital appreciation
                              lower quality debt securities in which the Portfolio
                              may invest are known as "junk bonds"
ALLIANCE GROWTH &          Primarily income producing common stocks and securities     High total return through a
INCOME..................      convertible into common stocks                              combination of current
                                                                                          appreciation
ALLIANCE EQUITY INDEX...   Selected securities in the S&P 500 Index (the "Index")      Total return performance (before
                              which the advisor believes will, in the aggregate,          trust and Separate Account
                              approximate the performance results of the Index            annual expenses) that
                                                                                          approximates the
                                                                                          investment performance of the
                                                                                          Index (including reinvestment
                                                                                          of dividends), at risk level
                                                                                          consistent with that of the
                                                                                          Index

ALLIANCE COMMON STOCK...   Primarily common stock and other equity-type instruments    Long-term growth of capital and
                                                                                          increasing income
ALLIANCE GLOBAL.........   Primarily equity securities of non-United States as well    Long-term growth of capital
                              as United States companies
ALLIANCE INTERNATIONAL..   Primarily equity securities selected principally to         Long-term growth of capital
                              permit participation in non-United States companies
                              with prospects for growth
</TABLE>
- --------------------------------------------------------------------------------


                                                           22
<PAGE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
       PORTFOLIO                               INVESTMENT POLICY                                    OBJECTIVE
<S>                        <C>                                                         <C>
ALLIANCE AGGRESSIVE        Primarily common stocks and other equity-type securities    Long-term growth of capital
STOCK...................      issued by medium and other smaller sized companies
                              with strong growth potential
ALLIANCE SMALL CAP         Primarily U.S. common stock and other equity-type           Long-term growth of capital
GROWTH*.................      securities issued by smaller companies with favorable
                              growth prospects.
ALLIANCE ASSET ALLOCATION SERIES:
ALLIANCE CONSERVATIVE      Diversified mix of publicly-traded, fixed-income and        High total return without, in the
INVESTORS...............      equity securities; asset mix and security selection         adviser's opinion, undue risk to
                              are  primarily  based  upon  factors  expected  to          principal
                              reduce risk. The Portfolio is generally expected
                              to hold  approximately  70% of its assets in fixed
                              income  securities  and  30% in  equity
                              securities.
ALLIANCE                   Primarily common stocks, publicly-traded debt securities    High return through a combination
BALANCED................      and high quality money market instruments. The              of current income and capital
                              Portfolio is generally expected to hold 50% of its          appreciation  
                              assets in equity  securities and 50%                        
                              in fixed income securities.
ALLIANCE GROWTH            Diversified mix of publicly-traded, fixed-income and        High total return consistent with
INVESTORS...............      equity securities; asset mix and security selection         the adviser's determination of
                              based   upon   factors    expected   to   increase          reasonable  risk 
                              possibility of high long-term return. The Portfolio is
                              generally expected to hold approximately 70% of its
                              assets in equity securities and 30% in fixed income
                              securities.
</TABLE>
- --------------------------------------------------------------------------------

* The Alliance  Small Cap Growth  Portfolio was  established  on May 1, 1997 and
will become available under the Momentum Plus Program in early June, 1997.

                                                                23


<PAGE>


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

                     PART 4: THE GUARANTEED INTEREST ACCOUNT

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

You may allocate some or all of your Retirement  Account Value to the Guaranteed
Interest  Account if this  Investment  Option is available under your Employer's
plan.  The  Guaranteed  Interest  Account is part of our  general  account.  The
general account supports all of our insurance and annuity guarantees, as well as
our general  obligations.  We are subject to  regulation  and  supervision  with
respect to our general  account by the Insurance  Department of the State of New
York and to the insurance laws and regulations of all jurisdictions where we are
authorized  to do business.  Because of applicable  exemptive  and  exclusionary
provisions,  interests in the general account have not been registered under the
Securities  Act of 1933 (1933  ACT),  nor is the general  account an  investment
company  under the 1940 Act.  Accordingly,  neither  the  general  account,  the
Guaranteed  Interest Account nor any interests therein are subject to regulation
under the 1933 Act or the 1940 Act. We have been  advised  that the staff of the
SEC has not made a review of the disclosures that are included in the prospectus
for your  information  and that relate to the general account and the Guaranteed
Interest  Account.  These  disclosures,  however,  may  be  subject  to  certain
generally  applicable  provisions of the Federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

The amount that a Participant has in the Guaranteed Interest Account at any time
is  equal  to the  sum of  all  contributions,  transfers  and  loan  repayments
(including  principal and interest)  that have been  allocated to the Guaranteed
Interest  Account  plus  interest,  less the sum of all  amounts  that have been
withdrawn, borrowed, transferred or deducted.

We  declare  a yearly  guaranteed  interest  rate  which  will  remain in effect
throughout the next year. We guarantee that the yearly guaranteed  interest rate
will never be less than 3%.  Allocations to the Guaranteed  Interest Account are
guaranteed  to earn  interest at least equal to the yearly  guaranteed  interest
rate. The guaranteed interest rate for 1997 and 1998 is 4% for all Participants.

We may credit  additional  amounts of interest at our  discretion.  We currently
declare  a  quarterly  interest  rate  that  will not be lower  than the  yearly
guaranteed  interest rate. The current  quarterly rate applies to all amounts in
the Guaranteed Interest Account.

We can discontinue our practice of declaring  quarterly rates at our discretion.
We also reserve the right to declare rates that are based upon when amounts were
credited  to the Account or the date your  Employer's  plan  enrolled  under the
Contract.

EFFECTS OF PLAN OR CONTRACT TERMINATION

Retirement  Account Values in the Guaranteed  Interest Account will generally be
paid in six  annual  installments  when a  withdrawal  is made  on  behalf  of a
Terminated Plan Participant or following a Contract  Termination.  However, when
Contract  Termination  occurs,  the employer has the option of having amounts in
the Guaranteed Interest Account paid in installments or immediately  receiving a
lump sum  payment,  subject  to a Market  Value  Adjustment  (discussed  below).
Withdrawals  made as a result  of the  Participant's  death,  attainment  of the
normal  retirement age under the Employer's  plan,  disability,  separation from
service, or to purchase a life contingent annuity distribution option or satisfy
the Code's minimum  distribution  requirements  applicable after the Participant
attains age 70 1/2 are not subject to the installment  payout (or a Market Value
Adjustment). Amounts payable in installments will not be subject to a contingent
withdrawal charge.

Once installment payments commence following a Contract  Termination,  funds may
not be  transferred  from,  or applied  to,  the  Guaranteed  Interest  Account.
Transfers  out of the  Guaranteed  Interest  Account  are  also  restricted  for
Terminated  Plan  Participants  once we  receive  notice  of a Plan  Termination
(Employers  and Plan  Trustees  are  required  to give us such notice 90 days in
advance of a Plan Termination). See "Transfers" in Part 5.

There may be  circumstances  under which we will make a lump sum payment  rather
than make installment  payments as described above. For example,  we will make a
lump sum payment and impose a Market Value  Adjustment to reduce the  Retirement
Account Value when there are relatively few Participants  remaining  following a
Plan Termination.

To determine the Market Value Adjustment,  we calculate the amount of the market
value change (which may be positive or negative) for each calendar  quarter that
your Employer's plan held Retirement Account Values in the Guaranteed

                                       24
<PAGE>

Interest  Account  (each a "Quarterly  Generation").  To determine the amount of
each market value change for each Quarterly Generation:

o  We multiply  the  Employer  plan's net cash flow in the  Guaranteed  Interest
   Account  (contributions  plus transfers in minus  withdrawals minus transfers
   out minus fees) for the given Quarterly  Generation by the difference between
   the interest rate of a 5-year U.S.  Treasury note on the Calculation Date and
   the average interest rate on 5-year U.S.  Treasury notes during the Quarterly
   Generation.  The CALCULATION DATE will be the fifth Business Day prior to the
   date the withdrawal is paid.  Since we calculate the Market Value  Adjustment
   based on the cash flow of your Employer's plan, this means that actions taken
   by other Participants  (e.g.,  transfers,  withdrawals,  etc.) can effect the
   amount of the Market Value Adjustment applied to your withdrawal.

o  We then multiply by a fraction  equal to the number of calendar days from the
   date  of  the  withdrawal  to the  maturity  date  for  the  given  Quarterly
   Generation  over 365. The result is the amount of the market value change for
   a Quarterly Generation.

We then add together  the amount of each market value change for each  Quarterly
Generation  and divide by the total amount of Retirement  Account Values held in
the Guaranteed Interest Account under your Employer's plan on the date the with-
drawal is made. If the sum of these market value  changes is negative,  then the
Market Value  Adjustment  is zero.  If it is positive,  this is the Market Value
Adjustment that is imposed, subject to the following conditions:


   1)   the Market Value Adjustment may not
        exceed 7%;

   2)   imposition  of the Market  Value  Adjustment  will  never  result in the
        forfeiture of amounts  contributed to the Guaranteed Interest Account on
        behalf of a Participant  plus an amount of credited  interest based upon
        the minimum guaranteed interest rate of 3%; and

   3)   if the contingent withdrawal charge is still in effect, the Market Value
        Adjustment  must exceed the amount of the contingent  withdrawal  charge
        applicable to the amount withdrawn from the Guaranteed  Interest Account
        (otherwise,  the contingent withdrawal charge will be imposed in lieu of
        the Market Value Adjustment).

The Market Value  Adjustment will be reduced  accordingly if either of the first
two conditions are not satisfied.

The  Momentum  Plus  Contract  prohibits  the  Employer  or  Plan  Trustee  from
influencing  Participants' decisions with regard to allocating,  transferring or
withdrawing  amounts to or from the Guaranteed Interest Account. In the event of
noncompliance with this provision of the Contract, Equitable Life:

   (a)  reserves the right to decline further requests for transfers to or from 
        the Guaranteed Interest Account; and/or

   (b) may deem that a Contract Termination, with respect to the Employer Plan's
       participation in the Contract, has occurred.



                                       25


<PAGE>

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

                       PART 5: PROVISIONS OF THE CONTRACT
                             AND SERVICES WE PROVIDE

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

Bear in mind that the provisions of your plan or applicable  laws or regulations
may be more  restrictive  than the  Contract.  We reserve the right to amend the
Contract  without  the  consent  of any other  person  in order to  comply  with
applicable laws and regulations. Such right includes, but is not limited to, the
right to conform the Contract to the Code, ERISA and applicable regulations.

SELECTING INVESTMENT OPTIONS (EMPLOYERS AND PLAN TRUSTEES ONLY)
You, as Employer or Plan Trustee, can elect to fund your plan with any number of
the Investment  Options available under the Contract.  This selection is made on
the application.  You may request to change this selection  subject to our rules
then in  effect.  If you elect to fund  your  plan with any one of the  Alliance
Intermediate  Government Securities,  Alliance High Yield, Alliance Quality Bond
or Alliance  Conservative  Investors  Funds,  you must also select the  Alliance
Money  Market  Fund.  If you select the  above-listed  Funds and the  Guaranteed
Interest  Account,  certain  restrictions  will  apply to  transfers  out of the
Guaranteed  Interest Account.  See "Transfers" below.  Lastly, you, as Employer,
must  elect the  Guaranteed  Interest  Account  as a funding  option if you only
select from among the  Alliance  Balanced,  Alliance  Growth & Income,  Alliance
Equity Index,  Alliance Common Stock, Alliance Global,  Alliance  International,
Alliance  Aggressive  Stock,  Alliance  Small  Cap  Growth  or  Alliance  Growth
Investors Funds.


CONTRIBUTIONS
Contributions  may be made at any time and may be made only by the  Employer  or
Plan  Trustee by either  wire  transfer or check.  Participants  should not send
contributions directly to Equitable Life. There is no minimum contribution.

All  contributions  made by check  must be drawn on a bank in the U.S.,  in U.S.
dollars  and  made  payable  to  Equitable  Life.  All  checks  are  subject  to
collection.  Contributions  are credited as of the Transaction Date, if they are
accompanied by properly  completed forms.  Failure to use the proper form, or to
complete the form  properly,  may result in a delay in crediting  contributions.
Employers  should send all  contributions  to Equitable  Life at the  Processing
Office.

We allocate  contributions to the Investment Options according to the allocation
percentages on the  Participant's  enrollment  form or as later  changed.  Under
participant-directed  plans, you, as Participant,  will provide those allocation
percentages.  In  trustee-directed  plans,  the Plan Trustee will provide  those
percentages.  Employee and Employer  contributions may be allocated in different
percentages.  Some  plans  may be  participant-directed  only  with  respect  to
employee post-tax and salary-deferral contributions.

If we receive your initial contribution before we receive your signed enrollment
form or your allocation  instructions  on the form are incomplete  (e.g., do not
add up to 100%), we will allocate all or a portion of your initial  contribution
to the  Alliance  Money  Market  Fund (if that  Fund  has  been  selected  as an
available  Investment  Option under your Employer's  Plan). If your instructions
add up to less than 100%, only the portion of the  contribution  for which we do
not have  instructions  will be allocated to the Alliance  Money Market Fund. If
your  instructions  add  up  to  more  than  100%,  the  entire  amount  of  the
contribution  will be allocated to the Alliance  Money Market Fund. We will then
notify  your  Employer  or Plan  Trustee  and  request  that the signed  form or
corrected instructions be forwarded to us. If we do not receive the instructions
after three notices have been sent, but in no event later than 105 days from the
date a contribution is first credited to the Alliance Money Market Fund, we will
return to the Employer or Plan Trustee,  as applicable,  all  contributions  for
which notices had been sent, plus earnings.

If,  however,  the Alliance  Money Market Fund is not an available  option under
your  Employer's  plan, we will return the  contribution to the Employer or Plan
Trustee  in five  Business  Days if we have  not  received  the  signed  form or
corrected  allocation  instructions,  unless we have obtained your permission to
continue to hold the contribution.

You should review your confirmation  notices carefully to determine whether your
contributions have been allocated correctly.

Unless restricted by your Employer's plan, allocation percentages can be changed
at any time.  To change your  allocation  instruction,  you can file a change of
investment allocation form with your Employer or Plan Trustee. In addition, your
Employer may have

                                       26
<PAGE>

opted to use our Telephone  Operated Program Support (TOPS) system to enable you
to change  your  allocation  percentages  over the  phone.  The  change  will be
effective  on the  Transaction  Date  and  will  remain  in  effect  for  future
contributions unless another change is requested.

A contribution  allocated to an Investment Fund purchases  Accumulation Units in
that  Investment Fund based on the  Accumulation  Unit Value for that Investment
Fund  computed  at the end of the  Valuation  Period  in  which we  receive  the
contribution at our Processing Office. Contributions allocated to the Guaranteed
Interest Account become part of our General Account on the Transaction Date.


RETIREMENT ACCOUNT VALUE
The Retirement Account Value is the sum of the amounts that a Participant has in
the  Guaranteed  Interest  Account  and the  Investment  Funds  of the  Separate
Account. See Part 4: "The Guaranteed Interest Account."

The amount you have in an Investment  Fund at any time is equal to the number of
Accumulation  Units you have in that Investment Fund times the Accumulation Unit
Value for the Investment Fund for that date. The number of Accumulation Units in
an  Investment  Fund at any  time is  equal  to the  sum of  Accumulation  Units
purchased by contributions,  transfers and loan repayments  (including principal
and  interest)  less the sum of  Accumulation  Units  redeemed for  withdrawals,
transfers, loans or deductions for charges.

The number of  Accumulation  Units  purchased or sold in any Investment  Fund is
equal to the dollar amount of the transaction  divided by the Accumulation  Unit
Value for the Investment  Fund for the  applicable  Valuation  Period.  For each
Valuation Period,  the Accumulation Unit Value is the Accumulation Unit Value at
the end of the  immediately  preceding  Valuation  Period  multiplied by the Net
Investment Factor for that Valuation Period.

The number of  Accumulation  Units will not vary  because of any later change in
the  Accumulation  Unit  Value.  The  Accumulation  Unit Value  varies  with the
investment  performance  of the  corresponding  Portfolios  of The Hudson  River
Trust,  which in turn reflects the investment income and realized and unrealized
capital  gains and losses of the  Portfolios,  as well as The Hudson River Trust
fees and expenses. The Accumulation Unit Value is also stated after deduction of
the Separate  Account asset charges  relating to the Contract.  A description of
the computation of the Accumulation Unit Value is found in the SAI.

TRANSFERS 
Subject to certain  restrictions,  the  Contract  permits  transfers of all or a
portion of Retirement  Account Value among the  Investment  Options at any time.
Your Employer's plan may,  however,  impose  restrictions on transfers.  We also
offer an automatic  transfer  service  described under  "Investment  Simplifier:
Automatic Transfer Service" below.

Participant  transfer  requests  can be made by  filing  a  written  request  to
transfer  with your  Employer or Plan  Trustee.  Transfers  may also be arranged
through the TOPS service.

A transfer  request will be effective on the  Transaction  Date and the transfer
will be made at the  Accumulation  Unit  Value  for  that  Transaction  Date.  A
transfer  request does not change your  percentages  for  allocating  current or
future  contributions  among the  Investment  Options.  All transfers  among the
Investment Options will be confirmed in writing.

If your Employer elects to fund your plan with the Guaranteed  Interest  Account
and  any  of  the  Alliance  Money  Market,   Alliance  Intermediate  Government
Securities,  Alliance Quality Bond, Alliance High Yield or Alliance Conservative
Investors Funds,  certain limitations will apply to funds transferred out of the
Guaranteed  Interest  Account to any other Fund.  During any Transfer Period the
maximum amount that may be transferred  from the Guaranteed  Interest Account is
an  amount  equal  to the  greater  of:  (i)  25% of the  amount  you had in the
Guaranteed  Interest  Account as of the last  Business Day of the calendar  year
immediately  preceding  the current  calendar  quarter and (ii) the total of all
amounts you transferred out of the Guaranteed  Interest Account during that same
calendar year. A TRANSFER  PERIOD is the calendar  quarter in which the transfer
request is made and the preceding three calendar quarters. Generally, this means
that new  Participants  will not be able to transfer funds out of the Guaranteed
Interest Account during the first calendar year of their participation under the
Contract.

No transfers out of the Guaranteed  Interest Account will be allowed for 90 days
from the date we  receive  notice  of a Plan  Termination.  When the 90 days has
elapsed, the transfer limitation described above will go into effect (regardless
of which Investment Funds are available under your Employer's plan).

Transfers out of the Guaranteed Interest Account that are made at a time when no
transfer limitation is in effect will not be counted for purposes of determining
the maximum transfer amount if the transfer  limitation  subsequently  goes into
effect.

                                       27
<PAGE>

If assets have been  transferred to the Contract from another funding vehicle by
the Employer or Plan Trustee,  you may, for the remainder of that calendar year,
transfer up to 25% of the amount that is initially  allocated to the  Guaranteed
Interest Account on your behalf.

INVESTMENT SIMPLIFIER: AUTOMATIC TRANSFER SERVICE
Your  Employer can elect to provide two  automatic  transfer  options out of the
Guaranteed  Interest  Account:  the  Fixed-Dollar  Option and the Interest Sweep
Option. The Fixed-Dollar Option is subject to the transfer limitation  described
above.  These  automatic  transfers  will continue,  however,  during the 90-day
period  that  transfers  out of the  Guaranteed  Interest  Account  are  stopped
following notice of a Plan Termination.

Under  the  Fixed-Dollar  Option  you may  elect to have a  fixed-dollar  amount
transferred out of the Guaranteed Interest Account and into the Investment Funds
of your  choosing  on a monthly  basis.  You can  either  specify  the number of
monthly  transfers  or instruct us to continue to make monthly  transfers  until
amounts in the Guaranteed Interest Account are depleted.  In order to elect this
option  you must have a minimum  amount  of  $5,000 in the  Guaranteed  Interest
Account on the date we receive your election form and you must elect to transfer
at least $50 per month.  Under the Interest Sweep Option, the amount transferred
each month will equal the amount of interest  that has been  credited to amounts
you have in the  Guaranteed  Interest  Account from the last Business Day of the
prior month to the last  Business Day of the current  month.  To be eligible for
this option you must have at least $7,500 in the Guaranteed  Interest Account on
the date we receive  your  election  and on the last  Business Day of each month
thereafter.

You may elect  either  option by filing an election  form with your  Employer or
Plan Trustee.  The first monthly transfer will occur on the last Business Day of
the month in which we  receive  your  election  form at our  Processing  Office.
Automatic transfers will terminate:

o  Under the Fixed-Dollar  Option,  when either the number of designated monthly
   transfers  have  been  completed  or the  amount  you have in the  Guaranteed
   Interest Account has been depleted, as applicable; or

o  Under the Interest Sweep Option,  when the amount you have in the  Guaranteed
   Interest  Account falls below $7,500  (determined on the last Business Day of
   the month) for two consecutive months; or

o  Under either option, on the date we receive your written request to terminate
   automatic transfers, the date the Participant's  participation is terminated,
   or on the date of Contract termination.

WITHDRAWAL FOR PLAN LOANS
The Contract permits your Employer, or Plan Trustee, to withdraw funds from your
Retirement Account Value,  without incurring a contingent  withdrawal charge, in
order to make a loan to you under your  Employer's  plan. Your Employer can tell
you whether loans are available under your plan.

Employers  who adopt  the  Master  Plan and  Trust may  choose to offer its loan
feature.  The availability of loans under an individually  designed or prototype
plan depends on the terms of the plan.

If you, as the  Employer,  are  transferring  plan assets to the  Momentum  Plus
Program,  outstanding  plan loans may also be  transferred  to the Contract.  We
refer to these loans as "takeover  loans."  Repayments of takeover loans will be
allocated to the Default Option.

If  you  are  a  partner   who  owns  more  than  10%  of  the   business  or  a
shareholder-employee  of an S Corporation who owns more than 5% of the business,
you presently may not borrow from your vested  Retirement  Account Value without
first obtaining a prohibited  transaction exemption from the Department of Labor
(DOL).  Consult with your attorney or tax advisor regarding the advisability and
procedures for obtaining such an exemption.

Participants  should  apply for a plan loan through  their  Employer or the Plan
Trustee,  as  applicable.  Prior to the making of any plan loan, the Employer or
Plan Trustee,  and the Participant must first properly  complete and sign a loan
agreement  and  application.   Employers  and  Plan  Trustees  can  obtain  loan
application  forms from their Equitable Life  Representative,  by writing to our
Processing Office or calling our toll-free number.

Before taking a plan loan,  married  Participants  must generally obtain written
spousal  consent.  In addition,  Participants  should  always  consult their tax
advisors before taking out a plan loan.

Only one  outstanding  plan loan will be  permitted  at any time;  any number of
takeover  loans will be  permitted at any time.  However,  you may not have both
takeover loans and plan loans  outstanding  simultaneously.  Under the Contract,
(1) the minimum  amount of the loan is $1,000 and (2) the maximum  amount of the
loan is 50% of the Participant's  vested  Retirement  Account Value. In no event
may any plan loan be greater  than  $50,000  less the highest  outstanding  loan
balance in the  preceding  twelve  calendar  months.  You may specify from which
Investment  Options the plan

                                       28
<PAGE>

loan is to be deducted when you request the loan. The loan term must comply with
applicable  law.  See "Part 8:  Federal  Tax and ERISA  Matters:  Certain  Rules
Applicable to Plan Loans."

Certain charges may be deducted while an Active Loan is  outstanding.  See "Plan
Loan Charges" in Part 6.

The interest  rate  applicable to your plan loan will be set by your Employer or
the Plan Trustee under the terms of your Employer's  plan. All interest (as well
as principal) that you pay will be added to your Retirement  Account Value.  The
interest  paid in repaying a loan may not be  deductible,  but  amounts  paid as
interest on your loan will be taxable on distribution.  It is the responsibility
of each Employer or Plan Trustee to determine  the interest  rate  applicable to
each loan.

Plan loan repayments  covering  interest and principal will be due in accordance
with the  repayment  schedule  determined  in  accordance  with the terms of the
Employer's  plan.  Participants  should  send plan loan  repayments  to the plan
administrator and not to Equitable Life. All plan loan payments made by the plan
administrator to us must be made by check or wire transfer. Checks must be drawn
on a bank in the U.S., in U.S.  dollars,  made payable to Equitable Life and are
subject to collection.

A plan loan may be  prepaid  in whole or in part at any time.  Any  payments  we
receive will first be applied to interest, with the balance applied to repayment
of the loan.

Plan loan repayments  will be allocated to the Investment  Options in accordance
with the same  allocation  instructions  used in  making  the loan.  However,  a
Participant may elect, in writing,  to override these  instructions and allocate
all plan loan repayments to the Guaranteed Interest Account.

A plan loan will be in default if the amount of any  scheduled  repayment is not
received  by us within 90 days of its due date,  or if the  Participant  dies or
participation  under the  Contract is  terminated.  See  "Federal  Tax and ERISA
Matters: Certain Rules Applicable to Plan Loans" in Part 8, for the consequences
of defaulting a loan and other applicable tax matters.


WITHDRAWALS AND CONTRACT TERMINATION
Subject to any  restrictions in your  Employer's  plan, the Contract allows your
Employer or Plan Trustee, as applicable,  to make a withdrawal from a Retirement
Account Value on behalf of a Participant  by writing to our  Processing  Office.
Your request for  withdrawal  must be on the proper form which is available from
your Employer.  If we have received the  information  we require,  the requested
withdrawal will become effective on the Transaction  Date.  Withdrawal  proceeds
will be sent to your Employer or Plan Trustee,  unless your Employer has elected
our  full  service  plan   recordkeeping   option  which   provides  for  direct
distribution   to   Participants.   If  we  receive  only  partially   completed
information,  we will  return the request to the  Employer  or Plan  Trustee for
completion prior to processing.

As a deterrent to premature withdrawal  (generally prior to age 59 1/2) the Code
provides  certain  restrictions  on and  penalties  for  early  withdrawals.  In
addition, for payments made directly to Participants, we generally will withhold
income taxes from the amount withdrawn unless an exception applies.  See Part 8:
"Federal Tax and ERISA Matters."

The Employer or Plan Trustee may also terminate its plan's entire  participation
under the Contract by writing to our  Processing  Office.  In addition,  if your
Employer's  Plan is found not to qualify under the Code, or, if you, as Employer
or Plan  Trustee,  fail to provide us with the  Participant  data  necessary  to
administer  the  Contract we may return the plan assets to the  Employer or Plan
Trustee.

Certain  withdrawals or amounts payable following a Contract  Termination may be
subject to a contingent  withdrawal  charge,  an installment  payout or a Market
Value Adjustment.  See "Contingent  Withdrawal Charge" in Part 6 and "Effects of
Plan or Contract Termination" in Part 4.


FORFEITURES
Forfeitures  can arise when a  Participant  who is not fully vested under a plan
terminates  employment.  Under  the terms of the  Master  Plan and Trust and the
Pooled Trust, we are directed under these circumstances to withdraw the unvested
portion of the Retirement  Account Value and deposit such amount in a Forfeiture
Account, which is to be allocated to the Default Option.

We will  re-allocate  amounts  in the  Forfeiture  Account as  contributions  in
accordance with instructions  received by the Employer or Plan Trustee.  Special
rules  apply  to  the  application  of the  contingent  withdrawal  charge  when
forfeitures have occurred. See "Contingent Withdrawal Charge" in Part 6.

DISTRIBUTION OPTIONS
The Contract is an annuity  contract,  even though you may elect to receive your
benefits in another form.

Subject to the terms of your Employer's plan,  payout options under the Contract
include:

o  Lump sum or partial withdrawals;

o  Payments for as long as you live;

o  Payments for as long as both you and your joint annuitant live; or

                                       29
<PAGE>

o  Payments for a specific length of time (not longer than your life  expectancy
   or that of the joint life expectancy of you and your designated beneficiary).

You may also be eligible for our "Automatic Minimum Withdrawal" option discussed
later in this section, which is designed to help you satisfy the Code's "minimum
distribution" requirements.  For more information about the minimum distribution
requirements, see "Part 8: Federal Tax and ERISA Matters."

Your  choice may be  subject  to  applicable  withdrawal  charges.  See "Part 6:
Deductions and Charges."

ANNUITY DISTRIBUTION OPTIONS
The annuity distribution options available under the Contract include:

o  LIFE  ANNUITY:  An annuity which  guarantees  payments to you for the rest of
   your life.  Payments  end with the last  monthly  payment  before your death.
   Because  there is no death  benefit  associated  with this annuity  form,  it
   provides the highest monthly payment of any of the life annuity  distribution
   options.

o  LIFE  ANNUITY-PERIOD  CERTAIN:  This annuity form also guarantees payments to
   you for the rest of your life.  In  addition,  if you die before a previously
   selected  minimum payment period (the "certain  period") has ended,  payments
   will continue to your beneficiary for the balance of the certain period.  The
   period is usually 5, 10, 15 or 20 years.

o  LIFE ANNUITY-REFUND CERTAIN: This annuity form guarantees payments to you for
   the rest of your life. In addition,  if you die before the amount  applied to
   purchase this annuity  option has been  recovered,  payments will continue to
   your  beneficiary  until  that  amount  has been  recovered.  This  option is
   available only as a fixed annuity.

o  PERIOD CERTAIN  ANNUITY:  This annuity form guarantees  payments to you for a
   specific period of time, usually 5, 10, 15 or 20 years. If you die before the
   period certain has ended,  payments will continue to your beneficiary for the
   balance of the period certain.

o  QUALIFIED JOINT AND SURVIVOR LIFE ANNUITY:  This annuity form guarantees life
   income to you and, after your death, continuation of income to your surviving
   spouse.  Generally,  unless  married  Participants  elect  otherwise with the
   written  consent of their  spouse,  this will be the  normal  form of annuity
   payment for plans such as the Master Plan and Trust. See Part 8: "Federal Tax
   and ERISA Matters."

We offer other forms not outlined here. Your Equitable Life  Representative  can
provide details.

All of the life annuity  distribution options outlined above (with the exception
of Qualified  Joint and Survivor Life Annuity) are available as either Single or
Joint life annuities.

The chart below shows the  relative  financial  value of the  different  annuity
options, based on the rates for fixed annuities that are currently guaranteed in
the Contract. We have reserved the right to change the actuarial basis for these
rates at any time  after the fifth  anniversary  from the date the  Contract  is
issued  and no  earlier  than  five  years  from  the  date of the  last  change
thereafter.  Contributions  received  up to the date of a  change,  and  amounts
already applied to annuity  distribution  options,  would not be affected by the
change.  The  example  assumes  that at the  time  payments  commence,  both the
annuitant  and the joint  annuitant  are 65, and the amount used to purchase the
annuity is $100,000.  Certain legal  requirements may limit the forms of annuity
available to you.  Values do not reflect any state  premium  taxes or contingent
withdrawal charges.

- ------------------------------------------------------------
                                          RATE
                                           PER
                           AMOUNT TO BE   $1.00
                            APPLIED ON     OF      MONTHLY
                              ANNUITY    MONTHLY   ANNUITY
       ANNUITY FORM        FORM ELECTED  ANNUITY   PROVIDED
- ------------------------------------------------------------
Life......................   $100,000   $207.42     $482.11
5 Year Certain Life.......    100,000    208.32      480.04
10 Year Certain Life......    100,000    211.15      473.60
15 Year Certain Life......    100,000    216.29      462.34
20 Year Certain Life......    100,000    224.23      445.98
100% Joint & Survivor Life    100,000    243.17      411.23
75% Joint & Survivor Life.    100,000    234.24      426.92*
50% Joint & Survivor Life.    100,000    225.30      443.86*
100% Joint & Survivor--
  5 Year Certain Life**...    100,000    243.19      411.20
100% Joint & Survivor--
  10 Year Certain Life**..    100,000    243.37      410.90
100% Joint & Survivor--
  15 Year Certain Life**..    100,000    244.03      409.79
100% Joint & Survivor--
  20 Year Certain Life**..    100,000    245.83      406.79
- -----------------------------------------------------------

  *Represents the amount  payable to the primary  annuitant.  A surviving  joint
   annuitant  would receive the applicable  percentage of the amount paid to the
   primary annuitant.
** You may also elect a Joint and Survivor Annuity-Period Certain with a monthly
benefit payable to the surviving  joint  annuitant in any percentage  between 50
and 100.

We offer other forms not outlined here. Your Equitable Life  Representative  can
provide details.


ELECTING AN ANNUITY DISTRIBUTION OPTION
In order to elect an annuity  distribution  option,  a Retirement  Account Value
must be at least $3,500.

The size of the  payments  will  depend on the amount  applied to  purchase  the
annuity,  the type of  annuity  chosen  and,  in the case of a life  contingency
annuity  

                                       30
<PAGE>

distribution  option,  the  Participant's  age (or the  Participant's  and joint
annuitant's ages).

Once you choose an annuity  distribution option and payments have commenced,  no
change can be made.


AUTOMATIC MINIMUM WITHDRAWAL OPTION (OVER AGE 70 1/2)
Under the Code, distributions from qualified plans must generally begin no later
than April 1st of the calendar  year  following  the calendar  year in which you
attain  age 70 1/2 or, if later,  the  calendar  year in which you  retire  from
service with the Employer  sponsoring the Plan (the "required  beginning date").
Subsequent  distributions  must be made by December  31st of each  calendar year
(including the calendar year of your required  beginning  date). If the required
minimum distribution is not paid, you may be required to pay a penalty tax equal
to 50% of the difference  between the amount  required to be distributed and the
amount actually  distributed.  See "Part 8: Federal Tax and ERISA Matters" for a
discussion  of  various  special  rules  concerning  the  minimum   distribution
requirements.

We offer a payment option which we call "Automatic  Minimum  Withdrawal  Option"
which is  intended  to meet  minimum  distribution  requirements.  You may elect
Automatic  Minimum  Withdrawal  Option if you are at least age 70 1/2 and have a
Retirement  Account Value of at least $3,500.  You can elect  Automatic  Minimum
Withdrawal Option by filing the proper election form with your Employer.  If you
elect Automatic Minimum Withdrawal Option, we will withdraw the amount which the
Code requires you to withdraw from your  Retirement  Account Value. We calculate
the Automatic Minimum Withdrawal Option amount based on the information you give
us, the various  choices you make and certain  assumptions.  In performing  this
calculation,  we  assume  that the only  funds  subject  to the  Code's  minimum
distribution  requirements  are those held under the Contract.  In addition,  we
rely on the  information  you provide to us, and we will not be responsible  for
errors that result from  inaccuracies in this  information.  The choices you can
make are described in Part 2 of the SAI.

Your  Automatic  Minimum  Withdrawal  Option  election is  revocable.  Automatic
Minimum  Withdrawal  Option  is  not  available  to  Participants  who  have  an
outstanding loan. Electing this option does not restrict you from taking partial
withdrawals or subsequently electing an annuity distribution option.

The  minimum  check  that  will be sent is $300,  or, if less,  your  Retirement
Account Value.

DEATH BENEFIT
Unless  payments  under an annuity  distribution  option have  begun,  the death
benefit is equal to the Retirement Account Value.

The Master Plan and Trust and the Pooled Trust direct the automatic  transfer of
a Retirement  Account  Value to the Default  Option on the date  Equitable  Life
receives due proof of a Participant's  death,  unless the  beneficiary  provides
contrary  instructions.  All amounts are held in the Default  Option  until your
beneficiary requests a distribution or transfer.

The law requires the  distribution of benefits to be completed no more than five
years  after  the date of your  death,  unless  payments  of your  benefit  to a
designated  beneficiary  commence  within one year after your death and are made
over the  beneficiary's  life or over a period not exceeding  the  beneficiary's
life  expectancy.  If the beneficiary is your surviving  spouse,  the spouse can
elect  to  begin  distributions  over the  spouse's  life or over a  period  not
exceeding  the spouse's  life  expectancy  at any time up to when you would have
attained  age 70  1/2.  If you had  already  begun  to  receive  benefits,  your
beneficiary  can continue to receive  benefits  based on the payment  option you
selected.  To designate a beneficiary or to change an earlier  designation,  you
should file a beneficiary designation with your plan administrator.  Your spouse
must  consent in writing to a  designation  of any  non-spouse  beneficiary,  as
explained in Part 8: "Federal Tax and ERISA Matters: Spousal Requirements."

If you die while a loan is outstanding,  the loan will automatically default and
be subject to federal income tax as a plan distribution.

Your  beneficiary  may elect,  subject to certain  exceptions  explained  below,
Equitable  Life's  rules  then in effect and any other  applicable  requirements
under the Code, to: (a) receive the death benefit in a single sum, (b) apply the
death benefit to an annuity  distribution  option offered by Equitable Life, (c)
apply the death benefit to provide any other form of benefit  payment offered by
Equitable  Life, or (d) have the death benefit  credited to an account under the
Contract  maintained  on  behalf  of the  beneficiary  in  accordance  with  the
beneficiary's investment allocation instructions.  If the beneficiary elects (d)
then (1) the  beneficiary  will be entitled to delay  distribution of his or her
account as  permitted  under the terms of the  Employer's  plan and the  minimum
distribution rules under the Code and (2) the value of the beneficiary's account
will be determined at the time of distribution to the beneficiary and, depending
upon investment gains or losses, may be worth more or less than the value of the
beneficiary's initial account.


                                       31
<PAGE>

If you die before your entire vested  benefit has been  distributed  to you, the
remainder of your benefit will be payable to your beneficiary.


PAYMENTS OF PROCEEDS
Except for  amounts  in the  Guaranteed  Interest  Account  that are  payable in
installments,  payments of proceeds will  generally be made within seven days of
the Transaction Date.

Payments or applications of proceeds from the In- vestment Funds can be deferred
for any period  during which (1) the New York Stock  Exchange has been closed or
trading on it is  restricted,  (2) sales of securities or  determination  of the
fair market value of an Investment Fund's assets are not reasonably  practicable
because of an emergency,  or (3) the SEC, by order,  permits us to defer payment
in order to protect persons with interests in the Investment Funds. We can defer
payment or  transfer  of any  portion of your  Retirement  Account  Value in the
Guaranteed Interest Account for up to six months while you are living.


PLAN RECORDKEEPING SERVICES
Equitable offers two plan  recordkeeping  options,  one of which must be elected
for each plan. Employers can elect our basic plan recordkeeping  service option,
which includes:

o  Accounting by Participant;

o  Accounting by Source;

o  Provision  of annual 5500  series  Schedule A report  information  for use in
   making the plan's annual Report to the Internal  Revenue  Service ("IRS") and
   DOL; and

o  Plan loan processing, if applicable.

As an added service under our Basic Recordkeeping  Service,  Employers may enter
into a written  agreement with us whereby we, based on information  submitted by
Employers, direct distribution of plan benefits and withdrawals to participants,
including tax withholding  and reporting to the IRS. The written  agreement will
specify the fees for such service.

The Momentum Plus Program also offers a full service plan recordkeeping  option.
This option is only  available to Employers who have adopted the Master Plan and
Trust.   If  this  option  is  chosen,   we  will  provide  the  following  plan
recordkeeping services in addition to the services described above:

o  Master Plan and Trust  documents  approved by the  Internal  Revenue  Service
   (IRS);

o  Assistance  in  interpreting  the  Master  Plan  and  Trust,  including  plan
   installation and ongoing Administrative support;

o  Assistance in annual reporting with the IRS and DOL;

o  Plan administration manual and forms (including  withdrawal,  transfer,  loan
   processing, and account allocation forms);

o  Performance of vesting calculations;

o  Performance of special  non-discrimination  tests  applicable to Code Section
   401(k) plans;

o  Tracking of hardship withdrawal amounts in Code Section 401(k) plans; and

o  Direct  distribution  of  plan  benefits  and  withdrawals  to  Participants,
   including tax withholding and reporting to the IRS.

Any  additional  services that  Equitable Life will provide are indicated in the
plan recordkeeping services agreement.  This agreement is required for Employers
or Plan Trustees who elect the full service  recordkeeping  option and specifies
the fees for the services to be provided.  See "Deductions  and Charges:  Charge
for Plan Recordkeeping Services" in Part 6.

                                       32


<PAGE>


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

                         PART 6: DEDUCTIONS AND CHARGES

- --------------------------------------------------------------------------------
CHARGE TO INVESTMENT FUNDS

We make a daily charge  against the assets held in each of the Separate  Account
Investment  Funds.  This charge is reflected in the Accumulation Unit Values for
the particular  Investment  Fund and covers expense risks,  mortality  risks and
expenses.  The charge is made at an annual rate guaranteed not to exceed a total
of 1.35% for each Investment Fund. The charge is .50% for mortality risks,  .60%
for expense risks and .25% for expenses.  The expense risk we assume is the risk
that, over time, our actual expense of administering the Contract may exceed the
amounts realized from the quarterly  administrative expense charge, the Separate
Account  expense  charge and the loan charges.  The mortality  risk we assume is
that  annuitants,  as a group,  may live longer than  anticipated  under annuity
options that involve life contingencies.  The charge for expenses is designed to
reimburse us for our costs in providing  administrative  services in  connection
with the Contract, and is not designed to include an element of profit.

Part of the  respective  charges for expense  risks and  mortality  risks may be
considered to be an indirect  reimbursement  for certain  sales and  promotional
expenses  relating to the Contract to the extent that the charges are not needed
to meet the actual  expenses  incurred.  These asset charges do not apply to the
Guaranteed Interest Account.

In  particular  cases,  we may  reduce  these  risk and  expense  charges if the
participation  of the plan in the Contract is effected in a manner which results
in savings of sales or administrative expenses.


THE HUDSON RIVER TRUST CHARGES TO
PORTFOLIOS
Investment advisory fees charged daily against assets of The Hudson River Trust,
direct  operating  expenses of The Hudson River Trust (such as  trustees'  fees,
expenses of independent  auditors and legal counsel,  bank and custodian charges
and liability insurance), and certain investment-related  expenses of The Hudson
River Trust (such as brokerage  commissions  and other  expenses  related to the
purchase and sale of securities),  are reflected in each Portfolio's daily share
price.  The investment  advisory fees paid annually by the Portfolios are listed
below.  They  cannot be  changed  without a vote by  shareholders.  See "Part 7:
Voting Rights."

<TABLE>
<CAPTION>
                                                                           DAILY AVERAGE NET ASSETS
                                                                 ------------------------------------------
                                                FIRST            NEXT            NEXT             NEXT
HRT PORTFOLIO                               $750 MILLION     $750 MILLION     $1 BILLION      $2.5 BILLION      THEREAFTER
- -------------                               --------------------------------------------------------------------------------
<S>                                            <C>              <C>             <C>              <C>              <C>       
Alliance International...............          0.900%           0.825%          0.800%           0.780%           0.770%
Alliance Global......................          0.675            0.600           0.550            0.530            0.520
Alliance Small Cap Growth............          0.900            0.850           0.825            0.800            0.775
Alliance Aggressive Stock............          0.625            0.575           0.525            0.500            0.475
Alliance Common Stock................          0.475            0.425           0.375            0.355            0.345*
Alliance Growth & Income.............          0.550            0.525           0.500            0.480            0.470
Alliance Growth Investors............          0.550            0.500           0.450            0.425            0.400
Alliance Balanced....................          0.450            0.400           0.350            0.325            0.300
Alliance Conservative Investors......          0.475            0.425           0.375            0.350            0.325
Alliance High Yield..................          0.600            0.575           0.550            0.530            0.520
Alliance Quality Bond................          0.525            0.500           0.475            0.455            0.445
Alliance Intermediate Government
   Securities........................          0.500            0.475           0.450            0.430            0.420
Alliance Equity Index................          0.325            0.300           0.275            0.255            0.245
Alliance Money Market................          0.350            0.325           0.300            0.280            0.270

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

*  On assets  in excess of $10  billion,  the  management  fee for the  Alliance
   Common Stock Portfolio is reduced to 0.335% of average daily net assets.

Investment   advisory  fees  are  established  under  the  investment   advisory
agreements between the Trust and its investment adviser,  Alliance. All of these
fees and expenses are described more fully in the Trust's prospectus.  Since the
Trust shares are  purchased  at their net asset  value,  these fees and expenses
are, in effect, passed on to the Separate Account and are

                                       33
<PAGE>

reflected  in  the   Accumulation   Unit  Values  for  the   Investment   Funds.

QUARTERLY ADMINISTRATIVE CHARGE
On the last Business Day of each calendar quarter we deduct from your Retirement
Account Value an administrative  charge which is currently equal to $7.50 or, if
less, .50% of the total of your  Retirement  Account Value plus the value of any
Active Loan.  For accounts of  participants  in plans that,  prior to October 1,
1993,  were  using  EQUI-VEST  Corporate  TRUSTEED,   EQUI-VEST   Unincorporated
TRUSTEED,  EQUI-VEST Annuitant-Owned HR-10 or Momentum as a funding vehicle, and
which trans-ferred  assets to this Contract,  the administrative  charge will be
waived if the Retirement  Account Value of the Momentum Plus account is at least
$25,000 on the last business day of each calendar  quarter.  This charge will be
prorated for the calendar quarter in which the Employer's plan enrolls under the
Contract.  The charge will not be prorated,  however,  if a Participant  enrolls
during any subsequent calendar quarter.

The charge is  deducted  by Source  from each  Investment  Option in a specified
order described under "How We Deduct the Quarterly Administrative Charge" in the
SAI. Any portion of the charge  deducted from an Investment Fund will reduce the
number of Accumulation  Units you have in that  Investment  Fund. Any portion of
the  charge  deducted  from the  Guaranteed  Interest  Account is  withdrawn  in
dollars.

We reserve the right to increase  this  charge  upon 90 days  written  notice to
Employers and Plan Trustees if our  administrative  costs increase.  We may also
reduce this charge under  special  circumstances.  See  "Special  Circumstances"
below.

You, as Employer, may choose to have this quarterly administrative charge billed
to you  directly.  However,  we  reserve  the right to deduct  the  charge  from
Retirement Account Values if we do not receive the direct payment.


CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES
Currently,  we  deduct a charge  for  applicable  taxes,  such as state or local
premium  taxes,  from the amount  applied  to  provide  an annuity  benefit if a
Participant elects to annuitize.  We reserve the right to deduct any such charge
from each contribution or from withdrawals or upon Contract  Termination.  If we
have deducted any applicable tax charges from  contributions  we will not deduct
charges for the same taxes from  withdrawals  or upon  Contract  Termination  or
application  to an annuity  distribution  option.  If,  however,  a tax is later
imposed upon us when you make a  withdrawal  from,  terminate  or annuitize  the
Retirement  Account Value, we reserve the right to deduct a charge at such time.
The current tax charge that might be imposed  varies by state and ranges from 0%
to 2.25%. However, the rate is 1% in Puerto Rico and 5% in the Virgin Islands.


CHARGE FOR PLAN RECORDKEEPING SERVICES
The annual charge for the basic plan recordkeeping  option is $300 for Employers
who elect this option  (prorated in the first year).  This charge will be billed
directly to the  Employer.  Employers  may enter into a written  agreement  with
Equitable  Life for direct  distribution  of plan  benefits and  withdrawals  to
Participants,  including tax  withholding  and reporting to the IRS. A $25 check
writing fee is currently charged by us on each check drawn. We reserve the right
to increase  these  charges upon 90 days written  notice to the Employer or Plan
Trustee.  We may also reduce these  charges  under  special  circumstances.  See
"Special Circumstances" below.

There are  additional  charges if the Employer or Plan  Trustee  elects the full
service plan  recordkeeping  option offered by us. Employers will be required to
execute an agreement  governing  additional  recordkeeping  services and related
charges.


CONTINGENT WITHDRAWAL CHARGE
No sales  charges are  deducted  from  contributions.  However,  to assist us in
defraying the various sales and promotional expenses incurred in connection with
selling the  Contract,  we assess a sales  charge  under  certain  circumstances
described  below.  The  contingent  withdrawal  charge  does not apply after the
Employer's plan has participated in the Contract for five years.

As long as neither a Plan  Termination nor a Contract  Termination has occurred,
we will only assess a contingent  withdrawal  charge on  in-service  withdrawals
that are  direct  rollovers  to an  individual  retirement  account  or  another
qualified  plan not funded by an Equitable  Life contract and then,  only if the
Employer's Plan has  participated in the Contract for less than five years.  All
other in-service withdrawals,  including hardship withdrawals, are never subject
to a contingent  withdrawal charge. If Plan Termination occurs in the first five
years that the plan has participated in the Contract, all in-service withdrawals
from the  Investment  Funds will be subject to a contingent  withdrawal  charge.
In-service  withdrawals from the Guaranteed  Interest Account will be subject to
the  contingent  withdrawal  charge only if the Market Value  Adjustment is less
than  the  contingent  withdrawal  charge.  See  "Effects  of Plan  or  Contract
Termination" in Part 4. When Contract Termination occurs in the first five years
that the plan has participated in the Contract, a contingent withdrawal charge

                                       34
<PAGE>

will apply to the  surrendered  amounts  in the  Investment  Funds.  Surrendered
amounts  in  the  Guaranteed   Interest   Account  will  generally  be  paid  in
installments.  See "The Guaranteed Interest Account: Effects of Plan or Contract
Termination" in Part 4.

The contingent withdrawal charge is 6% of the amount withdrawn or, if less, 8.5%
of contributions made on behalf of the Participant.
No contingent withdrawal charge will be applied to any amount withdrawn, if:

o  the  amount   withdrawn  is  applied  to  the  election  of  a  life  annuity
   distribution option; o you die, retire or become disabled;
o  you have separated from service (see Section  402(d)(4)(A)  of the Code as in
   effect under the Tax Reform Act of 1986);
o  the amount  withdrawn is intended to satisfy the Code's minimum  distribution
   requirements (Section 401(a)(9)) applicable after you turn age 70 1/2;
o  the  amount  withdrawn  is the  result of a request  for a refund of  "excess
   contributions" or "excess aggregate  contributions" as such terms are defined
   in  Sections  401(k)(8)(B)  and  401(m)(6)(B),  respectively,  of  the  Code,
   including any gains or losses,  and the  withdrawal is made no later than the
   end of the plan year  following  the plan year for which  such  contributions
   were made;
o  the amount withdrawn is defined as a "hardship withdrawal" pursuant to Treas.
   Reg. 1.401(k)-1(d)(2);
o  the amount withdrawn is a request for a refund of "excess  deferrals" as such
   term is defined  in Section  402(g)(2)  of the Code,  including  any gains or
   losses, provided the withdrawal is made no later than April 15, following the
   calendar year in which such excess deferrals were made;
o  the amount withdrawn is a request for a refund of  contributions  made due to
   mistake of fact made in good faith, provided the withdrawal is made within 12
   months  of the date  such  mistake  of fact  contributions  were made and any
   earnings  attributable  to  such  contributions  are  not  included  in  such
   withdrawal; or
o  the amount withdrawn is a request for a refund of contributions disallowed as
   a deduction by the Employer for Federal  income tax  purposes,  provided such
   withdrawal is made within 12 months after the  disallowance  of the deduction
   has occurred and no earnings  attributable to such contributions are included
   in such withdrawal.

The withdrawal  charge  described above is deducted from the Retirement  Account
Value in addition to the amount of the requested withdrawal;  the portion of the
amount withdrawn that is applied to pay the withdrawal charge is also subject to
the withdrawal charge.

If a portion of a Participant's  Retirement Account Value is forfeited under the
terms of the plan,  we will not assess a contingent  withdrawal  charge  against
unvested amounts. However, if you, as the Employer or Plan Trustee, withdraw the
forfeited   amount  from  the  Contract   before  it  is  reallocated  to  other
Participants, you will incur the contingent withdrawal charge at that time.

We may reduce the contingent withdrawal charge under special circumstances.  See
"Special Circumstances" below.

LOAN CHARGES 
A $25 loan set-up charge will be deducted from your Retirement  Account Value at
the time a plan loan is made. Also, we will deduct a recordkeeping  charge of $6
from your  Retirement  Account  Value on the last  Business Day of each calendar
quarter if there is an Active Loan on that date.

The $6 per quarter  recordkeeping charge, but not the $25 set-up charge, will be
applicable to takeover loans.

Your  Employer  may elect to pay these  charges.  These  charges are intended to
reimburse  us for the added  administrative  costs  associated  with  processing
loans.  We reserve the right to  increase  these  administrative  charges if our
costs  increase.  We will give Employers or Plan Trustees 90 days written notice
of any increase.

SPECIAL CIRCUMSTANCES 
Subject to any necessary  governmental or regulatory  approvals,  the contingent
withdrawal  charge,  quarterly  administrative  charge,  separate account annual
expense charge,  loan charges and basic plan  recordkeeping fee for a particular
plan  participating  under the Contract may be reduced or eliminated  when sales
are  made in a manner  that  results  in  savings  of  sales  or  administrative
expenses.  The entitlement to such a reduction or elimination will be determined
by us based on factors such as the number of Participants,  performance of sales
or administration functions by the Employer or plan administrator,  frequency of
contributions or the use of automated techniques in transmitting data.

There may be other circumstances, of which we are presently unaware, which could
result in reduced sales or administrative  expenses.  If, after consideration of
such factors, we determine that participation under the Contract by a particular
plan would result in reduced or  eliminated  sales or  administrative  expenses,
such a plan would be entitled  to a reduction  or  elimination  of the  relevant
charge.  In no event would such a reduction or elimination be permitted where it
would be unfairly discriminatory to any person.


                                       35


<PAGE>


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

                              PART 7: VOTING RIGHTS

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

HUDSON RIVER TRUST VOTING RIGHTS
As explained  previously,  contributions  allocated to the Investment  Funds are
invested in shares of the  corresponding  Portfolios  of The Hudson River Trust.
Since we own the assets of the Separate  Account,  we are the legal owner of the
shares  and,  as such,  have the right to vote on certain  matters.  Among other
things, we may vote:

o  to elect The Hudson River Trust's Board of Trustees;

o  to ratify the selection of  independent  auditors for The Hudson River Trust;
   and

o  on any other matters described in The Hudson River Trust's current prospectus
   or requiring a vote by shareholders under the 1940 Act.

Because  The  Hudson  River  Trust is a  Massachusetts  business  trust,  annual
meetings are not required.  Whenever a shareholder  vote is taken,  we will give
Participants or Plan Trustees, as applicable, the opportunity to instruct us how
to vote the number of shares  attributable to the Retirement  Account Values. If
we do not receive  instructions for all the shares, we will vote the shares of a
Portfolio for which no instructions have been received in the same proportion as
we vote shares of that  Portfolio  for which we have received  instructions.  We
will also vote any  shares  that we are  entitled  to vote  directly  because of
amounts we have in an Investment Fund in the same proportions that all
persons entitled with an interest in such shares vote.

Each share of The Hudson River Trust is entitled to one vote.  Fractional shares
will be counted.  Voting generally is on a  Portfolio-by-Portfolio  basis except
that shares will be voted on an aggregate basis when universal matters,  such as
election of Trustees and ratification of independent  auditors,  are voted upon.
However,  if the Trustees  determine  that  shareholders  in a Portfolio are not
affected by a particular matter,  then such shareholders  generally would not be
entitled to vote on that matter.


SEPARATE ACCOUNT VOTING RIGHTS
Under the 1940  Act,  certain  actions  (such as some of those  described  under
"Changes in Applicable Law," below) may require  Participant  approval.  In that
case,  Participants will be entitled to one vote for each Accumulation Unit they
have in the Investment Funds. We will cast votes  attributable to any amounts we
have in the Investment Funds in the same proportion as votes cast by all persons
who participate in the Separate Account.


VOTING RIGHTS OF OTHERS
Currently,  we control The Hudson River Trust.  Shares of The Hudson River Trust
are  held by  other  separate  accounts  of ours  and by  separate  accounts  of
insurance  companies  affiliated and unaffiliated  with us. Shares held by these
separate  accounts will probably be voted  according to the  instructions of the
owners of insurance policies and contracts issued by those insurance  companies.
While this will dilute the effect of the voting instructions of Participants and
Plan  Trustees,  we  currently do not foresee any  disadvantages  arising out of
this.  The Hudson River Trust's Board of Trustees  intends to monitor  events in
order to identify any material irreconcilable  conflicts that possibly may arise
and to determine what action, if any, should be taken in response. If we believe
that The Hudson River  Trust's  response to any of those  events  insufficiently
protects our Participants, we will see to it that appropriate action is taken to
protect Participants.


CHANGES IN APPLICABLE LAW
The voting rights we describe in this  prospectus  are created under  applicable
Federal  securities  laws.  To the extent  that  those  laws or the  regulations
promulgated  under those laws  eliminate  the  necessity  to submit  matters for
approval  by persons  having  voting  rights in separate  accounts of  insurance
companies,  we reserve  the right to proceed  in  accordance  with those laws or
regulations.

                                       36


<PAGE>


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                      PART 8: FEDERAL TAX AND ERISA MATTERS

- -------------------------------------------------------------------------------
Employer  retirement  plans  that may  qualify  for  tax-favored  treatment  are
governed by the provisions of the Code and ERISA.  The Code is  administered  by
the IRS. ERISA is administered primarily by the Department of Labor (DOL).

Provisions  of the Code and ERISA  include  requirements  for  various  features
including:

o  participation, vesting and funding;

o  nondiscrimination;

o  limits on contributions and benefits;

o  distributions;

o  penalties;

o  duties of fiduciaries;

o  prohibited transactions; and

o  withholding, reporting and disclosure.

IT IS THE RESPONSIBILITY OF THE EMPLOYER, PLAN TRUSTEE AND PLAN ADMINISTRATOR TO
SATISFY THE REQUIREMENTS OF THE CODE AND ERISA.

This  prospectus  does  not  provide  detailed  tax or  ERISA  information.  The
following   discussion   briefly  outlines  the  Code  provisions   relating  to
contributions to and distributions from certain tax-qualified  retirement plans,
although some  information  on other  provisions is also  provided.  Various tax
disadvantages,  including penalties,  may result from actions that conflict with
requirements  of the Code or ERISA,  and  regulations  or other  interpretations
thereof. In addition, Federal tax laws and ERISA are continually under review by
the Congress, and any changes in those laws, or in the regulations pertaining to
those laws, may affect the tax treatment of amounts contributed to tax-qualified
retirement plans or the legality of fiduciary actions under ERISA.

Certain tax advantages of a  tax-qualified  retirement plan may not be available
under certain state and local tax laws. This outline does not discuss the effect
of any state or local tax laws.  It also does not  discuss the effect of federal
estate  and gift tax laws (or  state  and local  estate,  inheritance  and other
similar  tax  laws).   This  outline  assumes  that  the  participant  does  not
participate in any other qualified  retirement plan. Finally, it should be noted
that  many  tax   consequences   depend  on  the  particular   jurisdiction   or
circumstances of a participant or beneficiary.

THE  PROVISIONS  OF  THE  CODE  AND  ERISA  ARE  HIGHLY  COMPLEX.  FOR  COMPLETE
INFORMATION ON THESE PROVISIONS,  AS WELL AS ALL OTHER FEDERAL, STATE, LOCAL AND
OTHER TAX CONSIDERATIONS, QUALIFIED LEGAL AND TAX ADVISERS SHOULD BE CONSULTED.


TAX ASPECTS OF CONTRIBUTIONS TO A PLAN
Corporations, partnerships and self-employed individuals can establish qualified
plans for the working  owners and their  employees who  participate in the plan.
Both employer and employee contributions to these plans are subject to a variety
of limitations,  some of which are discussed here briefly.  See your tax advisor
for more  information.  Violation  of  contribution  limits  may  result in plan
disqualification  and/or imposition of monetary  penalties.  The trustee or plan
administrator may make  contributions on behalf of the plan  participants  which
are deductible from the employer's Federal gross income.  Employer contributions
which exceed the amount currently deductible are subject to a 10% penalty tax.

The limits on the amount of  contributions  that can be made and/or  forfeitures
that can be allocated to each participant in defined  contribution  plans is the
lesser  of  $30,000  or  25% of the  compensation  or  earned  income  for  each
participant. The employer may not consider compensation in excess of $160,000 in
calculating  contributions  to the plan. This amount may be adjusted for cost of
living changes in future years. For self-employed individuals,  earned income is
defined  so as to exclude  deductible  contributions  made to all  tax-qualified
retirement  plans,  including Keogh plans,  and takes into account the deduction
for one-half the  individual's  self-employment  tax.  Deductions  for aggregate
contributions  to profit  sharing plans may not exceed 15% of all  participants'
compensation.

Special limits on  contributions  apply to anyone who  participates in more than
one qualified plan or who controls another trade or business. In addition, there
is an overall limit on the total amount of contributions  and benefits under all
tax-qualifed  retirement  plans  in which an  individual  participates.  Special
limits on deductions for contributions to one or more defined contribution plans
and one or more defined  benefit plans are in effect  through 1999,  but will be
eliminated thereafter.

A  qualified  plan may allow the  participant  to direct  the  employer  to make
contributions  which will not be 

                                       37
<PAGE>

included in the employee's income (elective deferrals) by entering into a salary
reduction  agreement  with the employer  under Section  401(k) of the Code.  The
401(k) plan, otherwise known as a cash or deferred  arrangement,  must not allow
withdrawals of elective deferrals and the earnings thereon prior to the earliest
of the  following  events:  (i)  attainment  of age 59 1/2 , (ii)  death,  (iii)
disability,  (iv) certain  business  dispositions  and plan  terminations or (v)
termination  of  employment.  In addition,  in-service  withdrawals  of elective
deferrals  (but not  earnings  after 1988) may be made in the case of  financial
hardship.

A participant  cannot elect to defer annually more than $7,000 ($9500 as indexed
for  inflation  in 1997) under all salary  reduction  arrangements  in which the
individual participates.

Effective  for plan years  beginning  after  December 31, 1997,  the formula for
determining  the overall  limits on  contributions  and  benefits  will  include
compensation  in the form of elective  deferrals  and  excludible  contributions
under Code Section 457 plans and  "cafeteria"  plans  giving  employees a choice
between cash or excludible benefits.

A qualified plan must not discriminate in favor of highly compensated employees.
Highly compensated  participants include five percent owners,  employees earning
more than $80,000 for the prior year and employees who are in the top 20% of all
employees  based on  compensation.  Two  special  nondiscrimination  rules limit
contributions and benefits for highly compensated employees in the case of (1) a
401(k) plan and (2) any defined contribution plan, whether or not a 401(k) plan,
which  provides  for  employer  matching   contributions  to  employee  post-tax
contributions or elective deferrals.  Generally,  these  nondiscrimination tests
require an employer to compare the deferrals or the aggregate contributions,  as
the case may be, made by the eligible  highly  compensated  employees with those
made by the non-highly  compensated  employees,  although alternative simplified
tests will be available in 1999.

In addition, special "top heavy" rules apply to plans where more than 60% of the
contributions or benefits are allocated to certain highly compensated  employees
known as "key employees."

Beginning in 1997,  401(k) plans can adopt a "SIMPLE  401(k)" feature which will
enable the plan to meet  nondiscrimination  requirements  without  testing.  The
SIMPLE 401(k) feature  requires the 401(k) plan to meet specified  contribution,
vesting and exclusive plan requirements.

If a 401(k)  plan or defined  contribution  plan with an  employer  match  makes
contributions   to   highly   compensated    employees   exceeding    applicable
nondiscrimination  limits for any plan year, the plan may be disqualified unless
the excess amounts  including  earnings are distributed  before the close of the
next plan year.  In  addition,  the  employer is subject to a 10% penalty on any
such excess  contributions or excess aggregate  contributions.  The employer may
avoid the penalty by distributing  the excess  contributions or excess aggregate
contributions,  plus income,  within two and one-half  months after the close of
the plan year.  Except where the  distribution  is de minimis (under $100),  the
participant receiving any such distribution is taxed on the distribution and the
related  income  for the year of the  excess  contribution  or excess  aggregate
contribution.  Such a distribution is not treated as an impermissible withdrawal
by the employee or an eligible rollover  distribution and will not be subject to
the 10% penalty tax on premature distributions.

Contributions  to a  401(k)  plan or a  defined  contribution  plan as  matching
contributions,  within the  meaning of  Section  401(m) of the Code,  may not be
deductible  by  the  employer  for  a  particular   taxable  year  if  the  plan
contributions are attributable to compensation earned by a participant after the
end of the taxable year.


TAX ASPECTS OF DISTRIBUTIONS FROM A PLAN
Amounts held under  qualified  plans are generally not subject to Federal income
tax until benefits are  distributed to the  participant or other  recipient.  In
addition,  there will not be any tax  liability for transfers of any part of the
Retirement Account Value among the Investment Options.

The various types of benefit payments include withdrawals,  annuity payments and
lump sum  distributions.  Each benefit  payment made to the participant or other
recipient is generally  fully taxable as ordinary  income.  An exception to this
general  rule is made,  however,  to the extent a  distribution  is treated as a
recovery of post-tax contributions made by the participant.

In addition  to income  tax,  the  taxable  portion of any  distribution  may be
subject to a 10% penalty tax. See "Penalty Tax on Premature  Distributions,"  in
this Section.


Income Taxation of Withdrawals
The amount of any distribution  prior to the annuity starting date is treated as
ordinary income except to the extent the distribution is treated as a withdrawal
of  post-tax  contributions.  Withdrawals  from a  qualified  plan are  normally
treated as pro rata withdrawals of post-tax  contributions and earnings on those
contributions.  If the plan allowed withdrawals prior to separation from service
as of May 5, 1986,

                                       38
<PAGE>

however,  all  post-tax  contributions  made  prior to  January  1,  1987 may be
withdrawn tax-free prior to withdrawing any taxable amounts.

As discussed below in "Certain Rules Applicable to Plan Loans," taking a loan or
failing to repay an outstanding loan as required may, in certain situations,  be
treated as a taxable withdrawal.


Income Taxation of Annuity Payments
In the case of a  distribution  in the form of an  annuity,  the  amount of each
annuity payment is treated as ordinary income except where the participant has a
cost basis in the annuity.

The cost  basis is equal to the  amount  of  after-tax  contributions,  plus any
employer  contributions  that had to be included in gross income in prior years.
If the  participant  has a cost basis in the annuity,  a portion of each payment
received  will be excluded  from gross  income to reflect the return of the cost
basis.  The  remainder  of each payment  will be  includible  in gross income as
ordinary  income.   The  excludible  portion  is  based  on  the  ratio  of  the
participant's  cost basis in the  annuity on the  annuity  starting  date to the
expected  return,  generally  determined in accordance  with a statutory  table,
under the  annuity as of such date.  The full  amount of the  payments  received
after the cost basis of the annuity is recovered is fully taxable. If there is a
refund feature under the annuity,  the beneficiary of the refund may recover the
remaining cost basis as payments are made. If the participant  (and  beneficiary
under a joint and survivor  annuity) die prior to recovering the full cost basis
of the annuity,  a deduction is allowed on the participant's (or  beneficiary's)
final tax return.


Income Taxation of Lump Sum Distributions
If benefits  are paid in a lump sum, the payment may be eligible for the special
tax treatment  accorded lump sum  distributions.  Under the five-year  averaging
method (and in certain cases, favorable ten-year averaging and long-term capital
gain treatment), the tax on the distribution is calculated separately from taxes
on  other  income  for  that  year.  To  qualify,   the  participant  must  have
participated  in the plan for at least  five  years  and the  distribution  must
consist of the entire balance to the credit of the participant. The distribution
must be made in one taxable year of the recipient and must be made (i) after the
participant has attained age 59 1/2 or (ii) on account of the  participant's (a)
death,   (b)   separation   from  service  (not   applicable  to   self-employed
individuals),  or (c) disability (applicable only to self-employed individuals).
This provision will be eliminated after December 31, 1999.


Eligible Rollover Distributions
Many  types  of  distributions  from  qualified  plans  are  "eligible  rollover
distributions"  that can be rolled over directly to another qualified plan or an
individual  retirement  arrangement  (IRA),  or rolled over by the individual to
another  plan or IRA within 60 days of  receipt.  Death  benefits  received by a
spousal  beneficiary  may  only be  rolled  over  into an IRA.  To the  extent a
distribution is rolled over, it remains tax deferred.  Distributions  not rolled
over directly are subject to 20% mandatory withholding.  See "Federal Income Tax
Withholding" in this Section.

The  taxable  portion  of most  distributions  will  generally  be an  "eligible
rollover   distribution"   unless  the  distribution  is  one  of  a  series  of
substantially  equal periodic  payments made (not less frequently than annually)
(1) for the life (or life  expectancy) of the participant or the joint lives (or
joint  life   expectancies)  of  the  participant  and  his  or  her  designated
beneficiary,  or (2) for a specified period of ten years or more.  Nondeductible
voluntary contributions may not be rolled over.

In  addition,  none  of  the  following  is  treated  as  an  eligible  rollover
distribution:

o  any  distribution  to the  extent  that it is a required  distribution  under
   Section  401(a)(9) of the Code (see  "Distribution  Requirements  and Limits"
   below);

o  certain corrective  distributions in plans subject to Sections 401(k), 401(m)
   or 402(g) of the Code;

o  loans that are treated as deemed  distributions  under  Section  72(p) of the
   Code;

o  P.S. 58 costs  (incurred if the plan provides life  insurance  protection for
   participants);

o  dividends  paid on employer  securities as described in Section 404(k) of the
   Code; and

o  a distribution to a non-spousal beneficiary.

If a distribution is made to a participant's  surviving  spouse, or to a current
or former spouse under a qualified  domestic  relations  order, the distribution
may be an eligible rollover distribution,  subject to mandatory 20% withholding,
unless one of the exceptions described above applies.

If  distributions  eligible for rollover are in fact rolled over,  the favorable
averaging rules discussed above in "Income  Taxation of Lump Sum  Distributions"
will not be available for any future distributions made before 2000.

Penalty Tax on Premature Distributions
An additional 10% penalty tax is imposed on all taxable amounts distributed to a
participant who has not reached age 59 1/2 unless the distribution  falls within
a 

                                       39
<PAGE>

specified  exception or is rolled over into an IRA or other  qualified plan. The
specified   exceptions  are  for  (a)  distributions  made  on  account  of  the
participant's  death  or  disability,   (b)  distributions  (which  begin  after
separation  from service) in the form of a life annuity or  substantially  equal
periodic  installments over the participant's life expectancy (or the joint life
expectancy of the participant and the  beneficiary),  (c)  distributions  due to
separation  from active service after age 55 and (d)  distributions  used to pay
certain extraordinary medical expenses.


Federal Income Tax Withholding
Mandatory  Federal  income  tax  withholding  at a 20%  rate  will  apply to all
"eligible  rollover  distributions"  unless the  participant  elects to have the
distribution  directly  rolled over to another  qualified  plan or IRA.  See the
description above of "Eligible Rollover Distributions."

With  respect to  distributions  that are not eligible  rollover  distributions,
Federal  income tax must be  withheld  on the  taxable  portion  of pension  and
annuity payments, unless the recipient elects otherwise. The rate of withholding
will depend on the type of distribution and, in certain cases, the amount of the
distribution.  Special rules may apply to foreign  recipients,  or United States
citizens  residing  outside  the United  States.  If a  recipient  does not have
sufficient  income  tax  withheld,  or  make  sufficient  estimated  income  tax
payments,  the recipient  may incur  penalties  under the  estimated  income tax
rules.  Recipients  should consult their tax advisers to determine  whether they
should elect out of withholding.

Requests  not to withhold  Federal  income tax must be made in writing  prior to
receiving  payments and submitted in  accordance  with the terms of the employer
plan. No election out of withholding is valid unless the recipient  provides the
recipient's correct taxpayer identification number and a U.S. residence address.


State Income Tax Withholding
Certain states have indicated that pension and annuity withholding will apply to
payments made to residents of such states.  In some states a recipient may elect
out-of-state income tax withholding,  even if Federal withholding applies. It is
not clear whether such states may require mandatory  withholding with respect to
eligible  rollover  distributions  that are not rolled over (as described  above
under "Eligible  Rollover  Distributions").  Contact your tax adviser to see how
state withholding may apply to your payment.

Distribution Requirements
Distributions from qualified plans generally must commence no later than April 1
of the  calendar  year  following  the  calendar  year in which the  participant
attains age 70 1/2 (or retires from the employer sponsoring the plan, if later).
5% owners of qualified plans must commence  minimum  distributions  after age 70
1/2 even if they are still working. Distributions can generally be made (1) in a
lump sum payment, (2) over the life of the participant, (3) over the joint lives
of the participant and his or her designated beneficiary,  (4) over a period not
extending beyond the life expectancy of the participant or (5) over a period not
extending  beyond the joint life  expectancies of the participant and his or her
designated  beneficiary.  The minimum amount  required to be distributed in each
year after minimum distributions are required to begin is described in the Code,
Treasury  Regulations and IRS guidelines.  If a designated  beneficiary is other
than a participant's  spouse,  certain minimum incidental  benefit  requirements
also apply.

If the participant dies after required  distribution  has begun,  payment of the
remaining  interest under the plan must be made at least as rapidly as under the
method  used prior to the  participant's  death.  If a  participant  dies before
required  distribution has begun,  payment of the entire interest year under the
plan must be  completed  within five years  after  death,  unless  payments to a
designated  beneficiary begin within one year of the participant's death and are
made over the beneficiary's  life or over a period certain which does not extend
beyond  the  beneficiary's  life  expectancy.  If the  surviving  spouse  is the
designated  beneficiary,  the spouse may delay the commencement of such payments
up  until  the  date  that  the  participant  would  have  attained  age 70 1/2.
Distributions  received  by a  beneficiary  are  generally  given  the  same tax
treatment the participant  would have received if distribution  had been made to
the participant.

If there is an  insufficient  distribution in any year, a 50% tax may be imposed
on the amount by which the minimum required to be distributed exceeds the amount
actually  distributed.  Failure  to  have  distributions  made as the  Code  and
Treasury Regulations require may result in plan disqualification.

The  Code  imposes  a  15%  excise  tax  on  a  participant's  aggregate  excess
distributions  from all  tax-favored  retirement  plans.  The  excise  tax is in
addition to the  ordinary  income tax due, but is reduced by the amount (if any)
of the  early  distribution  penalty  tax  imposed  by  the  Code.  This  tax is
temporarily  suspended for  distributions to the participant for the years 1997,
1998 and 1999.  However,  the  excise  tax  continues  to apply for  estate  tax
purposes.  In certain  cases the estate tax imposed on a deceased  participant's
estate will be increased if the accumulated value of the participant's  interest
in tax-favored retirement plans is excessive.  The aggregate  accumulations will
be subject to excise tax in 1997 if they exceed

                                       40
<PAGE>

the present value of a hypothetical life annuity paying $160,000 a year.

Spousal Requirements
In the case of many  corporate and Keogh plans,  if a participant  is married at
the  time  benefit  payments  become  payable,  unless  the  participant  elects
otherwise  with written  consent of the spouse,  the benefit must be paid in the
form of a qualified  joint and  survivor  annuity  (QJSA).  A QJSA is an annuity
payable for the life of the participant  with a survivor annuity for the life of
the spouse in an amount which is not less than one-half of the amount payable to
the participant during his or her lifetime. In addition, most plans require that
a married  participant's  beneficiary  must be the  spouse,  unless  the  spouse
consents in writing to the designation of a different beneficiary.


CERTAIN RULES APPLICABLE TO PLAN LOANS
Thefollowing  are Federal tax and ERISA rules that apply to loan  provisions  of
all employer plans. Employer plans may have additional  restrictions.  Employers
and participants  should review these matters with their own tax advisers before
requesting a loan. There will not generally be any tax liability with respect to
properly  made  loans in  accordance  with an  employer  plan.  A loan may be in
violation  of  applicable  provisions  unless  it  complies  with the  following
conditions.

o  With respect to specific  loans made by the plan to a plan  participant,  the
   plan  administrator  determines  the interest  rate, the maximum term and all
   other terms and conditions of the loan.

o  In general,  the term of the loan cannot exceed five years unless the loan is
   used to acquire the participant's primary residence.

o  All principal and interest must be amortized in substantially  level payments
   over the term of the loan, with payments being made at least quarterly.

o  The amount of a loan to a participant,  when  aggregated with all other loans
   to the participant  from all qualified  plans of the employer,  cannot exceed
   the greater of $10,000 or 50% of the  participant's  non-forfeitable  accrued
   benefits,  and cannot  exceed  $50,000 in any event.  This  $50,000  limit is
   reduced by the excess (if any) of the highest  outstanding  loan balance over
   the previous twelve months over the outstanding  balance of plan loans on the
   date the loan was made.

o  For  loans  made  prior  to  January  1,  1987  and  not  renewed,  modified,
   renegotiated  or extended  after  December  31,  1986,  the  $50,000  maximum
   aggregate  loan  balance  is  not  required  to  be  reduced,  the  quarterly
   amortization  requirement  does not apply,  and the term of a loan may exceed
   five years if used to purchase the principal  residence of the participant or
   a member of his or her family, as defined in the Code.

o  Only 50% of the  participant's  vested account  balance may serve as security
   for a loan. To the extent that a  participant  borrows an amount which should
   be secured by more than 50% of the participant's  vested account balance,  it
   is the  responsibility  of the  trustee or plan  administrator  to obtain the
   additional security.

o  Loans must be available to all plan  participants,  former  participants  who
   still have  account  balances  under the plan,  beneficiaries  and  alternate
   payees on a reasonably equivalent basis.

o  Each new or renewed loan must bear a reasonable rate of interest commensurate
   with the interest  rates  charged by persons in the business of lending money
   for loans that would be made under similar circumstances.

o  Many plans provide that the  participant's  spouse must consent in writing to
   the loan.

o  Except to the extent  permitted in accordance  with the terms of a prohibited
   transaction  exemption  issued by DOL, loans are not available (i) in a Keogh
   (non-corporate) plan to an owner-employee or a partner who owns more than 10%
   of a partnership or (ii) to 5% shareholders in an S corporation.

o  If the loan does not qualify  under the  conditions  above,  the  participant
   fails to repay the interest or principal when due, or in some  instances,  if
   the participant separates from service or the plan is terminated,  the amount
   borrowed or not repaid may be treated as a distribution.  The participant may
   be  required to include as  ordinary  income the unpaid  amount due and a 10%
   penalty tax on early  distributions  may apply.  The plan  should  report the
   amount of the  unpaid  loan  balance to the IRS as a  distribution.  See "Tax
   Aspects of Distributions From a Plan" above.

o  The loan  requirements and provisions of Momentum Plus shall apply regardless
   of the plan administrator's guidelines.

IMPACT OF TAXES TO EQUITABLE LIFE
Under existing Federal income tax law, no taxes are payable on investment income
and capital  gains of the  Investment  Funds that are  applied to  increase  the
reserves  under the Contracts.  Accordingly,  Equitable Life does not anticipate
that it will incur any  Federal  income  tax  liability  attributable  to income
allocated to the variable  annuity  contracts  participating  in the  Investment
Funds and it does not currently  impose a charge for Federal  income tax on this
income when it computes Unit values for the Investment Funds. If

                                       41
<PAGE>

changes in Federal tax laws or interpretations  thereof would result in us being
taxed,  then we may impose a charge against the Investment Funds (on some or all
Contracts) to provide for payment of such taxes.

CERTAIN  RULES  APPLICABLE  TO PLANS  DESIGNED TO COMPLY WITH SECTION  404(C) OF
ERISA

Section 404(c) of ERISA, and the related DOL regulation,  provide that if a plan
participant or beneficiary  exercises control over the assets in his or her plan
account, plan fiduciaries will not be liable for any loss that is the direct and
necessary result of the plan participant's or beneficiary's exercise of control.
As a result,  if the plan  complies with Section  404(c) and the DOL  regulation
thereunder,  the plan participant can make and is responsible for the results of
his or her own investment decisions.

Section  404(c) plans must provide,  among other  things,  that a broad range of
investment choices are available to plan participants and beneficiaries and must
provide such plan participants and beneficiaries with enough information to make
informed investment decisions.  Compliance with the Section 404(c) regulation is
completely voluntary by the plan sponsor, and the plan sponsor may choose not to
comply with Section 404(c).

The  Momentum  Plus  Program  provides  employer  plans with the broad  range of
investment  choices and information  needed in order to meet the requirements of
the Section  404(c)  regulation.  If the plan is intended to be a Section 404(c)
plan,  it is,  however,  the  plan  sponsor's  responsibility  to see  that  the
requirements of the DOL regulation are met.  Equitable Life and its Agents shall
not be responsible if a plan fails to meet the requirements of Section 404(c).

                                       42


<PAGE>


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

             STATEMENT OF ADDITIONAL INFORMATION
                      TABLE OF CONTENTS

- --------------------------------------------------------------------------------------------------------------------
<S>               <C>                                                                                     <C>   
PART 1:           ADDITIONAL INFORMATION ABOUT THE MOMENTUM PLUS
                  PROGRAM                                                                                 Page 3

PART 2:           AUTOMATIC MINIMUM WITHDRAWAL OPTION                                                     Page 4

PART 3:           THE REORGANIZATION                                                                      Page 4

PART 4:           ACCUMULATION UNIT VALUES                                                                Page 5

PART 5:           DESCRIPTION OF SOURCES                                                                  Page 5

PART 6:           HOW WE DEDUCT THE QUARTERLY ADMINISTRATIVE CHARGE                                       Page 6

PART 7:           CUSTODIAN AND INDEPENDENT ACCOUNTANTS                                                   Page 6

PART 8:           DISTRIBUTION                                                                            Page 6

PART 9:           ALLIANCE MONEY MARKET FUND YIELD INFORMATION                                            Page 6

PART 10:          OTHER YIELD INFORMATION                                                                 Page 7

PART 11:          LONG-TERM MARKET TRENDS                                                                 Page 8

PART 12:          FINANCIAL STATEMENTS                                                                    Page 9
</TABLE>

                         HOW TO OBTAIN THE STATEMENT OF
                             ADDITIONAL INFORMATION

       ----------------------------------------------------------------------
       |                Send this request form to:                           |
       |                                                                     |
       |                          Momentum Administrative Service            |
       |                          P. O. Box 2919                             |
       |                          New York, N.Y. 10116                       |
       |---------------------------------------------------------------------|

       Please send me a Momentum Plus Statement of Additional Information



        ---------------------------------------------------------------------
        Name



        ---------------------------------------------------------------------
        Address



        ---------------------------------------------------------------------
        City                         State                       Zip


                                       43
<PAGE>


                                  MOMENTUM PLUS

                       STATEMENT OF ADDITIONAL INFORMATION

                                   MAY 1, 1997

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



                         GROUP VARIABLE ANNUITY CONTRACT
                               FUNDED THROUGH THE
                     INVESTMENT FUNDS OF SEPARATE ACCOUNT A


<TABLE>

<S>                                <C>                                    <C>
O  ALLIANCE MONEY MARKET           O  ALLIANCE EQUITY INDEX               ALLIANCE ASSET ALLOCATION SERIES:

O  ALLIANCE INTERMEDIATE           O  ALLIANCE COMMON STOCK                  O  ALLIANCE CONSERVATIVE INVESTORS
   GOVERNMENT SECURITIES
                                   O  ALLIANCE GLOBAL                        O  ALLIANCE BALANCED
O  ALLIANCE QUALITY BOND
                                   O  ALLIANCE INTERNATIONAL                 O  ALLIANCE GROWTH INVESTORS
O  ALLIANCE HIGH YIELD
                                   O  ALLIANCE AGGRESSIVE STOCK
O  ALLIANCE GROWTH &
   INCOME                          O  ALLIANCE SMALL CAP GROWTH
</TABLE>



                                   ISSUED BY:

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES


- --------------------------------------------------------------------------------
Home Office:           1290 Avenue of the Americas, New York, NY  10104
Processing Office:     Momentum Administrative Service
                       P. O. Box 2919
                       New York, N.Y. 10116
- --------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should be
read in conjunction with the Separate Account A prospectus for the Momentum Plus
Retirement  Program,  dated May 1, 1997, and any supplements to that prospectus.
Definitions of special terms used in the SAI are found in the prospectus.

A copy of the  prospectus is available  free of charge by writing the Processing
Office, by calling  1-800-528-0204,  toll-free,  or by contacting your Equitable
Life Representative.

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








    Copyright 1997 The Equitable Life Assurance Society of the United States,
                            New York, New York 10104
                              All rights reserved.
                                    888-1133                     Cat No. 127302

<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                                TABLE OF CONTENTS

- --------------------------------------------------------------------------------
                                                                            PAGE
- --------------------------------------------------------------------------------
Part     1    Additional Information About the Momentum Plus Program          3
- --------------------------------------------------------------------------------
Part     2    Automatic Minimum Withdrawal Option                             4
- --------------------------------------------------------------------------------
Part     3    The Reorganization                                              4
- --------------------------------------------------------------------------------
Part     4    Accumulation Unit Values                                        5
- --------------------------------------------------------------------------------
Part     5    Description of Sources                                          5
- --------------------------------------------------------------------------------
Part     6    How We Deduct the Quarterly Administrative Charge               6
- --------------------------------------------------------------------------------
Part     7    Custodian and Independent Accountants                           6
- --------------------------------------------------------------------------------
Part     8    Distribution                                                    6
- --------------------------------------------------------------------------------
Part     9    Alliance Money Market Fund Yield Information                    6
- --------------------------------------------------------------------------------
Part    10    Other Alliance Yield Information                                7
- --------------------------------------------------------------------------------
Part    11    Long-Term Market Trends                                         8
- --------------------------------------------------------------------------------
Part    12    Financial Statements                                            9
- --------------------------------------------------------------------------------


                                       2
<PAGE>

- --------------------------------------------------------------------------------
PART 1 - ADDITIONAL INFORMATION ABOUT THE MOMENTUM PLUS PROGRAM

MASTER PLAN ELIGIBILITY REQUIREMENTS

Under the Master Plan, the Employer specifies the eligibility requirements for
its plan in the participation agreement. The Employer may exclude any employee
who has not attained a specified age (not to exceed 21) and completed a
specified number of years (not to exceed two) in each of which he completed
1,000 hours of service. No more than one year of eligibility service may be
required for a 401(k) plan.

The Master Plan provides that a sole proprietor, partner or shareholder may
elect not to participate in the plan. However, due to provisions of the Code,
all employees may have to be covered under the plan even if they previously
elected not to participate.

VESTING UNDER THE MASTER PLAN

Vesting refers to the nonforfeitable portion of a Participant's Retirement
Account Value and loans attributable to Employer contributions under the Master
Plan. The Participant's Retirement Account Value attributable to salary-deferral
contributions, post-tax employee contributions, prior plan contributions,
qualified non-elective and qualified matching contributions is nonforfeitable at
all times.


A Participant will become fully vested in all benefits if still employed at
death, disability, attainment of normal retirement age or upon termination of
the plan. If the Participant terminates employment before that time, any
benefits that have not yet become vested under the plan's vesting schedule will
be forfeited. The normal retirement age is 65 under the Master Plan.

Except as described below in the case of certain non-top heavy plans, benefits
must vest in accordance with any of the schedules below or one at least as
favorable to Participants as Schedule B or C:


                  Schedule A      Schedule B        Schedule C
 Years of          Vested          Vested            Vested
  Service         Percentage      Percentage        Percentage
 ----------       ----------      ----------        ----------
     1                0 %               0 %               0 %
     2              100                20                 0
     3              100                40               100
     4              100                60               100
     5              100                80               100
     6              100               100               100
                                              
If the plan  requires more than one year of service for  participation,  it must
use Schedule A or one at least as favorable to Participants.

Provided the Employer plan is not "top-heavy" and does not require more than one
year of service for participation, an Employer may, in accordance with
provisions of the Master Plan, instead elect one of the following vesting
schedules or one at least as favorable to Participants:


                  Schedule F      Schedule G  
 Years of          Vested          Vested     
  Service         Percentage      Percentage  
 ----------       ----------      ----------  
less than 3            0 %             0 %
      3               20               0
      4               40               0
      5               60             100
      6               80             100
      7              100             100

BENEFIT DISTRIBUTIONS

In order for you to begin receiving benefits (including annuity payments) under
a Master Plan, your Employer must send us your properly completed election of
benefits form and, if applicable, beneficiary designation form. If we receive
your properly completed forms on or before the 15th of the month, your benefits
will commence as of the close of business on the first Business Day of the next
month; if your forms arrive after the 15th, your benefits will commence as of
the close of business on the first Business Day of the second following month.


In order for you to begin receiving benefits  (including annuity payments) under
an individually  designed or prototype defined  contribution plan, your Employer
must send us a properly  completed  request for disbursement  form. We will send
single sum  payments  to your Plan  Trustee as of the close of  business  on the
Business  Day we  receive a  properly  completed  form.  If you wish to  receive
annuity payments, your Plan Trustee may


                                       3
<PAGE>
purchase an annuity  contract from us. The annuity contract will be purchased on
the  Business  Day we receive a  properly  completed  form,  and  payments  will
commence on that Business Day.

- --------------------------------------------------------------------------------
PART 2 - AUTOMATIC MINIMUM WITHDRAWAL OPTION

If you elect this feature designed for Participants age 70 1/2 or older,
described in Part 5 of the prospectus, each year we calculate your minimum
distribution amount by using the Retirement Account Value, as of December 31 of
the prior calendar year and then calculating the minimum distribution amount
based on the various choices you make.

You may choose whether the Automatic Minimum Withdrawal Option will be
calculated based on your life expectancy alone, or based on the joint life
expectancies of you and your spouse. You may also choose (1) to have us
recalculate your life expectancy (or joint life expectancy) each year, or (2)
not recalculate your life expectancy. If you have chosen a joint-life expectancy
method of calculation with your spouse, you may choose to either have both lives
recalculated or not recalculated.

When we recalculate life expectancy, that means that each calendar year we see
what each individual's life expectancy is under Treasury Regulations. If life
expectancy is not recalculated, it means that it is determined once, for the
initial year, and in every subsequent year that number is reduced by one more
year.

If you do not specify a method, we will base a calculation on your life
expectancy alone, recalculating it each year. If you do not specify that we
should recalculate life expectancy, you cannot later apply your Retirement
Account Value to an annuity payout.

The minimum distribution calculation takes into account partial withdrawals made
during the current calendar year but prior to the date we determine your minimum
distribution amount, except that when the Automatic Minimum Withdrawal Option is
elected in the year in which the Participant attains age 71 1/2, no adjustment
for partial withdrawals will be made for any withdrawals made between

January 1 and April 1 of the year in which the election is made.

The Automatic Minimum Withdrawal Option should not be elected if the Participant
continues to work beyond age 70 1/2 and contributions continue to be made into
the Contract. To do so could result in an insufficient distribution. You must
request the amount to be separately calculated each year to ensure that you
withdraw the correct amount.

Note that the Automatic Minimum Withdrawal Option does not provide for all the
flexibility provided by Federal law. For example, Federal law permits you to
recalculate your life expectancy and not your spouse's and to choose the
joint-life expectancy method with a beneficiary other than your spouse. See your
tax advisor.

- --------------------------------------------------------------------------------
PART 3 - THE REORGANIZATION

Equitable Life established Separate Account A as a stock account on August 1,
1968. It was one of four separate investment accounts used to fund retirement
benefits under variable annuity certificates issued by us. Each of these
separate accounts, which included the predecessors to the Alliance Money Market
Fund, the Alliance Balanced Fund, the Alliance Common Stock Fund and the
Alliance Aggressive Stock Fund, was organized as an open-end management
investment company, with its own investment objectives and policies.
Collectively these separate accounts, as well as two other separate accounts
which had been used to fund retirement benefits under certain other annuity
contracts, are called the predecessor separate accounts.

On December 18, 1987, the predecessor separate accounts were combined in part
and reorganized into the Alliance Money Market, Alliance Balanced, Alliance
Common Stock and Alliance Aggressive Stock Funds of the Separate Account. In
connection with the Reorganization, all of the assets and investment-related
liabilities of the predecessor separate accounts were transferred to a
corresponding portfolio of The Equitable Trust in exchange for shares of the
portfolios of The Equitable Trust, which were issued to these corresponding
Funds of the Separate Account. As described in "Part 2: Investment Performance"
in the prospectus, on September 6, 1991,


                                       4
<PAGE>
all of the shares of The Equitable Trust held by these Funds were replaced by
shares of Portfolios of The Hudson River Trust corresponding to these Funds of
the Separate Account.

- --------------------------------------------------------------------------------
PART 4 - ACCUMULATION UNIT VALUES

An Accumulation Unit Value is determined at the end of each Valuation Period for
each of the Investment Funds. Other annuity contracts and certificates that
participate in the Separate Account also have their own accumulation unit values
for the Investment Funds which may be different from those for Momentum Plus.

The Accumulation Unit Value for an Investment Fund for any Valuation Period is
equal to the Accumulation Unit Value for the preceding Valuation Period
multiplied by the Net Investment Factor for that Investment Fund for that
Valuation Period. The NET INVESTMENT FACTOR for an Investment Fund for a
Valuation Period is

(a/b) - c where:

(a) is the value of the Investment Fund's shares of the corresponding Portfolio
    at the end of the Valuation Period before giving effect to any amounts
    allocated to or withdrawn from the Investment Fund for the Valuation Period.
    For this purpose, we use the share value reported to us by The Hudson River
    Trust. This share value is after deduction for investment advisory fees and
    direct expenses of The Hudson River Trust.


(b) is the value of the Investment Fund's shares of the corresponding Portfolio
    at the end of the preceding Valuation Period (after any amounts allocated or
    withdrawn for that Valuation Period).

(c) is the daily asset charge for expenses of the Separate Account multiplied by
    the number of calendar days in the Valuation Period.

- --------------------------------------------------------------------------------
PART 5 - DESCRIPTION OF SOURCES

There are six types of sources of contributions under qualified plans:

EMPLOYER CONTRIBUTIONS

These are contributions made to a plan for the benefit of Participants and
beneficiaries by the Employer not covered by the remaining sources.

MATCHING CONTRIBUTIONS

These are Employer Contributions which are allocated to a Participant's account
under a plan by reason of the Participant's post-tax contributions or elective
contributions to the plan.

POST-TAX CONTRIBUTIONS

These are after-tax contributions made by a Participant in accordance with the
terms of a plan.

SALARY-DEFERRAL CONTRIBUTIONS

These are contributions to a plan that are made pursuant to a cash or deferred
election (normally in accordance with the terms of a qualified cash or deferred
arrangement under Section 401(k) of the Code).

PRIOR PLAN CONTRIBUTIONS

These are contributions that are transferred or rolled over from another
qualified plan or a conduit IRA (as described in Section 408(d)(3)(A)(ii) of the
Code).

QUALIFIED NON-ELECTIVE AND QUALIFIED MATCHING CONTRIBUTIONS

These are employer contributions made pursuant to the terms of a plan subject to
either or both of the special nondiscrimination tests applicable to plans that
are subject to Section 401(k) (qualified cash or deferred arrangements) or
Section 401(m) (applicable to plans that accept matching contributions and/or
post-tax contributions) of the Code. Such qualified non-elective and qualified
matching contributions are made by an Employer in order to meet the requirements
of either or both of the nondiscrimination tests set forth in Section 401(k) and
401(m) of the Code. This Source is called the Employer 401(k) Account in the
Master Plan.


                                       5
<PAGE>
- --------------------------------------------------------------------------------
PART 6 - HOW WE DEDUCT THE QUARTERLY ADMINISTRATIVE CHARGE

Unless a waiver applies or the charge is billed to your employer, each calendar
quarter we deduct an administrative charge of $7.50 or, if less, .50% of the
total of your Retirement Account Value plus the amount of any Active Loan from
your Retirement Account Value. We will deduct this charge in a specified order
of Sources and Investment Options. The order of Sources is: employer
contributions, matching contributions, qualified non-elective and qualified
matching contributions, prior plan contributions, elective contributions and
post-tax contributions. The order of Investment Options is: Guaranteed Interest
Account, Alliance Common Stock, Alliance Balanced, Alliance Aggressive Stock,
Alliance Money Market, Alliance Intermediate Government Securities, Alliance
Growth Investors, Alliance Conservative Investors, Alliance High Yield, Alliance
Global, Alliance Growth & Income, Alliance Equity Index, Alliance Quality Bond,
Alliance International and Alliance Small Cap Growth Funds.

For example, on the last Business Day of a calendar quarter we will first
attempt to deduct the administrative charge from employer contributions within
the Guaranteed Interest Account. If there is no money in the Guaranteed Interest
Account, we will attempt to deduct the charge from the Alliance Common Stock
Fund, then Alliance Balanced, etc. If there are no employer contributions in any
of the Investment Options, we will go to the next Source, employer matching
contributions, and attempt to deduct the charge from the Investment Options in
the same order described above.

- --------------------------------------------------------------------------------
PART 7 - CUSTODIAN AND INDEPENDENT ACCOUNTANTS

Equitable Life is the custodian for the shares of The Hudson River Trust owned
by the Separate Account.

The financial Statements as of December 31, 1996 and for each of the two years
in the period then ended for the Separate Account and the financial statements
as of December 31, 1996 and December 31, 1995 and for each of the three years
ended December 31, 1996 for Equitable Life have been audited by Price Waterhouse
LLP, as stated in its reports. These financial statements included in this SAI
have been so included in reliance on the the reports of Price Waterhouse LLP,
independent accountants, given the authority of such firm as experts in
accounting and auditing.

- --------------------------------------------------------------------------------
PART 8 - DISTRIBUTION

EQ Financial Consultants, Inc. (EQF) performs all sales functions for the
Separate Account and may be deemed to be its principal underwriter under the
1940 Act. EQF is also the principal underwriter of The Hudson River Trust. EQF
is registered with the SEC as a broker-dealer under the Securities Exchange Act
of 1934 (EXCHANGE ACT) and is a member of the National Association of Securities
Dealers, Inc. EQ Financial's principal business address is 1755 Broadway, New
York, New York 10019. The offering described in the prospectus will be made
through Equitable Life Agents who are registered representatives of EQF.

- --------------------------------------------------------------------------------
PART 9 - ALLIANCE MONEY MARKET FUND YIELD INFORMATION

The Alliance Money Market Fund calculates yield information for seven-day
periods. The seven-day current yield calculation is based on a hypothetical
Retirement Account Value with one Accumulation Unit at the beginning of the
period. To determine the seven-day rate of return, the net change in the
Accumulation Unit Value is computed by subtracting the Accumulation Unit Value
at the beginning of the period from an Accumulation Unit Value, exclusive of
capital changes, at the end of the period.

The net change is then reduced by the average administrative charge factor
(explained below). This reduction is made to recognize the deduction of the
quarterly administrative charge, which is not reflected in the unit value. See
"Quarterly Administrative Charge" in Part 6 of the prospectus. Accumulation Unit
Values reflect all other accrued expenses of the Alliance Money Market Fund.

The adjusted net change is divided by the Accumulation Unit Value at the
beginning of the period to obtain the adjusted base period


                                       6
<PAGE>
rate of return. This seven-day adjusted base period return is then multiplied by
365/7 to produce an annualized seven-day current yield figure carried to the
nearest one-hundredth of one percent.

The actual dollar amount of the quarterly administrative charge that is deducted
from the Alliance Money Market Fund will vary for each Participant depending
upon how the Retirement Account Value is allocated among the Investment Options.
To determine the effect of the quarterly administrative charge on the yield, we
start with the total dollar amount of the charges deducted from the Fund during
the twelve month period ending on the last day of the prior year divided by 4.
This amount is multiplied by 7/91.25 to produce an average administrative charge
factor which is used in all weekly yield computations for the ensuing quarter.
The average administrative charge is then divided by the number of Momentum Plus
Alliance Money Market Fund Accumulation Units as of the end of the prior
calendar year, and the resulting quotient is deducted from the net change in
Accumulation Unit Value for the seven-day period.

The effective yield is obtained by modifying the current yield to give effect to
the compounding nature of the Alliance Money Market Fund's investments, as
follows: the unannualized adjusted base period return is compounded by adding
one to the adjusted base period return, raising the sum to a power equal to 365
divided by 7, and subtracting one from the result, i.e., effective yield = (base
period return +1) (365/7) -1.

The Alliance Money Market Fund yields will fluctuate daily. Accordingly, yields
for any given period are not necessarily representative of future results. In
addition, the value of Accumulation Units of the Alliance Money Market Fund will
fluctuate and not remain constant.

The Alliance Money Market Fund yields reflect charges that are not normally
reflected in the yields of other investments and therefore may be lower when
compared with yields of other investments. Alliance Money Market Fund yields
should not be compared to the return on fixed rate investments which guarantee
rates of interest for specified periods, such as the Guaranteed Interest Account
or bank deposits. The yield should not be compared to the yield of money market
funds made available to the general public because their yields usually are
calculated on the basis of a constant $1 price per share and they pay out
earnings in dividends which accrue on a daily basis.

The Alliance Money Market Fund's seven-day current yield for the Contract was
3.67% for the period ended December 31, 1996. The effective yield for that
period was 3.72%. Because these yields reflect the deduction of Separate Account
expenses, including the quarterly administrative charge, they are lower than the
corresponding yield figures for the Alliance Money Market Portfolio which
reflect only the deduction of Trust-level expenses.

- --------------------------------------------------------------------------------
PART 10 - OTHER ALLIANCE YIELD INFORMATION

We calculate 30-day yield information for the Alliance Intermediate Government
Securities, Alliance Quality Bond and Alliance High Yield Funds. The 30-day rate
of return is derived from the actual change in the share value reported to us by
the Trust, exclusive of capital changes of the Investment Fund's shares of the
corresponding Portfolio during the period. The net change is reduced to reflect
a deduction for (a) the daily Separate Account asset charge for the expenses of
the Contract times the number of calendar days in the period, and (b) the annual
administrative charge.

The effective yield is obtained by giving effect to the compounding nature of
the Fund's investments, as follows: the sum of the 30-day adjusted return, plus
one, is raised to a power equal to 365 divided by 30, and subtracting one from
the result.

The 30-day yields for the period ended December 31, 1996 were 3.98% for the
Alliance Intermediate Government Securities Fund, 4.37% for the Alliance Quality
Bond Fund and 9.07% for the Alliance High Yield Fund. Because these yields
reflect the deduction of Separate Account expenses, including the annual
administrative charge, they are lower than the yield figures for the
corresponding Portfolios which reflect only the deduction of Trust-level
expenses.


                                       7
<PAGE>
- --------------------------------------------------------------------------------
PART 11 - LONG-TERM MARKET TRENDS

As a tool for understanding how different investment strategies may affect
long-term results, it may be useful to consider the historical returns on
different types of assets.

The following charts represent historical return trends for various types of
securities.The information presented, while not directly related to the
performance of the Investment Funds, helps to provide 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
(e.g., the length of time until you retire, your financial requirements at
retirement), you may be able to better determine how you wish to allocate plan
contributions among the Investment Options available under your plan.

Historically, the long-term investment performance of common stocks has
generally been superior to that of long- or short-term debt securities. For
those investors who have many years until retirement, or whose primary focus is
on long-term growth potential and protection against inflation, there may be
advantages to allocating some or all of their Retirement Account Value to those
Investment Funds that invest in stocks.

GROWTH OF $1 INVESTED ON JANUARY 1, 1956  (VALUES AS OF THE LAST  BUSINESS  DAY)

                               [GRAPHIC OMITTED]

The following table of values was represented graphically as a shaded line graph
entitled "Growth of $1 Invested on January 1, 1956 (Values are as of last
business day)" which appears on page 8 of the printed Statement of Additional
Information:

                                 Common Stocks    Inflation
                                 -------------    ---------
                     1956                 1.07         1.03
                     1957                 0.95         1.06
                     1958                 1.36         1.08
                     1959                 1.53         1.09
                     1960                 1.53         1.11
                     1961                 1.95         1.12
                     1962                 1.78         1.13
                     1963                 2.18         1.15
                     1964                 2.54         1.16
                     1965                 2.86         1.19
                     1966                 2.57         1.23
                     1967                 3.18         1.26
                     1968                 3.54         1.32
                     1969                 3.24         1.40
                     1970                 3.37         1.48
                     1971                 3.85         1.53
                     1972                 4.58         1.58
                     1973                 3.91         1.72
                     1974                 2.87         1.93
                     1975                 3.94         2.07
                     1976                 4.88         2.17
                     1977                 4.53         2.31
                     1978                 4.83         2.52
                     1979                 5.72         2.86
                     1980                 7.57         3.21
                     1981                 7.20         3.50
                     1982                 8.74         3.64
                     1983                10.71         3.77
                     1984                11.38         3.92
                     1985                15.04         4.07
                     1986                17.81         4.12
                     1987                18.75         4.30
                     1988                21.90         4.49
                     1989                28.79         4.70
                     1990                27.88         4.99
                     1991                36.40         5.14
                     1992                39.19         5.29
                     1993                43.10         5.43
                     1994                43.67         5.58
                     1995                60.01         5.72
                     1996                73.86         5.92

Source: Ibbotson Associates, Inc. See discussion and information preceding and
following chart on next page.

Over shorter periods of time, however, common stocks tend to be subject to more
dramatic changes in value than fixed income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller percentage of their Retirement Account Value to
those Investment Funds that invest in common stocks. The following graph
illustrates the monthly fluctuations in value of $1 based on monthly returns of
the Standard & Poor's 500 during 1990, a year that represents the volatility
inherent in the investment of common stocks.

                    GROWTH OF $1 INVESTED ON JANUARY 1, 1990
                      (VALUES AS OF THE LAST BUSINESS DAY)

                                [GRAPHIC OMITTED]

The following table of values was represented graphically as a line graph
entitled "Growth of $1 invested on January 1, 1990 (Values are as of last
business day)" which appears on page 8 of the printed Statement of Additional
Information:

                             Intermediate Term
                              Government Bonds            Common Stocks
                              ----------------            -------------
             1/1/90                       1.00                    1.00
             Jan                          0.99                    0.93
             Feb                          0.99                    0.94
             Mar                          0.99                    0.97
             Apr                          0.98                    0.95
             May                          1.01                    1.04
             Jun                          1.02                    1.03
             Jul                          1.04                    1.03
             Aug                          1.03                    0.93
             Sep                          1.04                    0.89
             Oct                          1.06                    0.89
             Nov                          1.08                    0.94
             Dec                          1.10                    0.97

Source: Ibbotson Associates, Inc. See discussion and information preceding and
following chart on next page.

The following chart illustrates average annual rates of return over selected
time periods between December 31, 1926 and December 31, 1996 for different types
of securities: common stocks, long-term government bonds, long-term corporate
bonds, intermediate-term government bonds and U.S. Treasury Bills. For
comparison purposes, the Consumer Price Index is shown as a measure of
inflation. The average annual returns shown in the chart reflect capital
appreciation and assume the reinvestment of dividends and interest. No
investment management fees or expenses, and no charges typically associated with
deferred annuity products, are reflected. 

The information presented is merely a summary of past experience for unmanaged
groups of securities and is neither an estimate nor guarantee of future
performance. Any investment in securities, whether equity or debt, involves
varying degrees of potential risk, in addition to offering varying degrees of
potential reward.


                                       8
<PAGE>
The rates of return illustrated do not represent returns of the Separate
Account. In addition, there is no assurance that the performance of the
Investment Funds will correspond to rates of return such as those illustrated in
the chart.

For a comparative illustration of performance results of the Investment Funds
(which reflect The Hudson River Trust and Separate Account charges), see
"Investment Performance" in Part 2 of the prospectus.


- --------------------------------------------------------------------------------
                                 MARKET TRENDS:
                       ILLUSTRATIVE ANNUAL RATES OF RETURN

<TABLE>
<CAPTION>
                                            LONG-TERM   LONG-TERM    INTERMEDIATE-                  CONSUMER
FOR THE FOLLOWING PERIODS         COMMON      GOVT.     CORPORATE        TERM        U.S. TREASURY    PRICE
     ENDING 12/31/96:             STOCKS     BONDS        BONDS       GOVT. BONDS        BILLS        INDEX
- ----------------------------    --------- ------------ ------------  --------------  -------------- -----------
<C>                               <C>       <C>           <C>           <C>             <C>           <C>  
1 Year.....................       23.07%    -0.93%        1.40%         2.10%           5.21%         3.58%
3 Years ...................       19.66      6.36         6.72          4.19            4.90          2.93
5 Years....................       15.20      8.98         8.52          6.17            4.22          2.89
10 Years...................       15.28      9.39         9.48          7.77            5.46          3.70
20 Years...................       14.55      9.54         9.71          9.14            7.28          5.15
30 Years...................       11.85      7.75         8.24          8.27            6.73          5.39
40 Years...................       11.18      6.51         6.99          7.08            5.80          4.47
50 Years...................       12.59      5.33         5.76          5.89            4.89          4.08
60 Years...................       11.19      5.06         5.38          5.32            4.10          4.13
Since 1926.................       10.71      5.08         5.64          5.21            3.74          3.12
   Inflation Adjusted
     since 1926............        7.36      1.90         2.44          2.02            0.60
</TABLE>

SOURCE: Stocks, Bonds, Bills and Inflation 1996 Yearbook(TM), Ibbotson
Associates, Inc., Chicago (annually updates work by Roger G. Ibbotson and Rex A.
Sinquefield). All rights reserved.

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

LONG-TERM GOVERNMENT BONDS--Measured using a one-bond portfolio constructed each
year containing a bond with approximately a twenty year maturity and a
reasonably current coupon.

LONG-TERM CORPORATE BONDS--For the period 1969-1996, represented by the Salomon
Brothers Long-term, High-Grade Corporate Bond Index; for the period 1946-1968,
the Salomon Brothers Index was backdated using Salomon Brothers monthly yield
data and a methodology similar to that used by Salomon Brothers for 1969-1996;
for the period 1927-1945, the Standard and Poor's monthly High-Grade Corporate
Composite yield data were used, assuming a 4 percent coupon and a twenty year
maturity.

INTERMEDIATE-TERM GOVERNMENT BONDS--Measured by a one-bond portfolio constructed
each year containing a bond with approximately a five year maturity.

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

INFLATION--Measured by the Consumer Price Index for all Urban Consumers (CPI-U),
not seasonally adjusted.

- --------------------------------------------------------------------------------
PART 12 - FINANCIAL STATEMENTS

The financial statements of Equitable Life included herein should be considered
only as bearing upon the ability of Equitable Life to meet its obligations under
the Contract.


                                       9
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
The Equitable Life Assurance Society of the United States
and Contractowners of Separate Account A
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  Common  Stock  Fund,
Intermediate  Government  Securities  Fund,  Money Market Fund,  Balanced  Fund,
Aggressive Stock Fund, Growth Investors Fund,  Conservative Investors Fund, High
Yield Fund, Global Fund,  Growth & Income Fund,  Quality Bond Fund, Equity Index
Fund and  International  Fund,  separate  investment funds of The Equitable Life
Assurance Society of the United States  ("Equitable Life") Separate Account A at
December 31, 1996,  the results of each of their  operations and changes in each
of their net assets for the  periods  indicated  in  conformity  with  generally
accepted   accounting   principles.   These   financial   statements   are   the
responsibility of Equitable Life's management;  our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and  significant  estimates  made by management and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of shares in The Hudson  River  Trust at
December 31, 1996 with the transfer  agent,  provide a reasonable  basis for the
opinion expressed above. The unit value information  presented in Note 6 for the
year  ended  December  31,  1992 and for  each of the  periods  indicated  prior
thereto,  were  audited by other  independent  accountants  whose  report  dated
February 16, 1993 expressed an unqualified  opinion on the financial  statements
containing such information.





Price Waterhouse LLP
New York, New York
February 10, 1997


                                     FSA-1

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996


<TABLE>
<CAPTION>

                                                                                                              INTERMEDIATE
                                                                                    COMMON                     GOVERNMENT           
                                                                                    STOCK                      SECURITIES           
                                                                                     FUND                         FUND              
                                                                              -----------------           -------------------       
<S>                                                                             <C>                              <C>                


ASSETS:
Investments in shares of The Hudson River Trust, at market value (Note 2):
  Cost: $3,561,855,207..................................................        $4,335,729,549
            29,929,472..................................................                                         $29,956,488
            94,721,024..................................................                                                            
         1,095,836,659..................................................                                                            
         2,874,726,262..................................................
           508,888,790..................................................
            82,715,248..................................................
            77,333,927..................................................
           447,059,909..................................................
           145,853,361..................................................
            26,450,265..................................................
           251,489,348..................................................
            96,579,363..................................................
Receivable for The Hudson River Trust shares sold.......................                    --                            --        
Due from Equitable Life's General Account (Note 3)......................            10,481,008                       728,944        
                                                                                --------------                   -----------        
           Total assets.................................................         4,346,210,557                    30,685,432        
                                                                                --------------                   -----------        

LIABILITIES:
Payable for The Hudson River Trust shares purchased.....................             9,509,685                       726,896        
Due to Equitable Life's General Account (Note 3)........................                    --                            --        
Net accumulated amount of (i) mortality risk, death benefit, expense 
   and expense risk charges and (ii) mortality and other gains and 
   losses retained by Equitable Life (Note 3)...........................             4,002,772                       530,344        
                                                                                --------------                   -----------        

           Total liabilities............................................            13,512,457                     1,257,240        
                                                                                --------------                   -----------
NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS (NOTE 5).....................        $4,332,698,100                   $29,428,192        
                                                                                ==============                   ===========        


EQUI-VEST Contracts:
   Unit Value...........................................................        $       199.05                                    
                                                                                ==============                                    
   Units Outstanding....................................................            16,933,077                                    
                                                                                ==============                                    
Old Contracts:
   Unit Value...........................................................        $       246.57                                    
                                                                                ==============                                    
   Units Outstanding....................................................               345,375                                    
                                                                                ==============                                    
EQUIPLAN Contracts:
   Unit Value...........................................................        $       267.08                   $     51.34
                                                                                ==============                   ===========
   Units Outstanding....................................................                95,900                        54,504
                                                                                ==============                   ===========
Momentum Contracts:
   Unit Value...........................................................        $       199.05                   $    112.40      
                                                                                ==============                   ===========      
   Units Outstanding....................................................               519,338                         9,968      
                                                                                ==============                   ===========      
Momentum Plus Contracts: 135 B.P.
   Unit Value...........................................................        $       162.39                   $    108.45      
                                                                                ==============                   ===========      
   Units Outstanding....................................................             1,038,789                        81,035      
                                                                                ==============                   ===========      
Enhanced Momentum Plus Contracts: 100 B.P.
   Unit Value...........................................................        $       125.89                   $    105.75      
                                                                                ==============                   ===========      
   Units Outstanding....................................................               140,022                         2,456      
                                                                                ==============                   ===========      
EQUI-VEST Series 300 and 400 Contracts:
   Unit Value...........................................................        $       155.42                   $    112.40      
                                                                                ==============                   ===========      
   Units Outstanding....................................................             3,457,482                       146,433      
                                                                                ==============                   ===========      


<CAPTION>

                                                                                                                               
                                                                                        MONEY                                   
                                                                                       MARKET                     BALANCED     
                                                                                        FUND                        FUND       
                                                                                ------------------            ---------------- 
<S>                                                                                <C>                        <C>            
ASSETS:                                                                                                                        
Investments in shares of The Hudson River Trust, at market value (Note 2):                                                     
Cost: $3,561,855,207....................................................                                                       
          29,929,472....................................................                                                       
          94,721,024....................................................           $94,367,905                               
       1,095,836,659....................................................                                      $1,122,444,797 
       2,874,726,262....................................................                                                     
         508,888,790....................................................                                                     
          82,715,248....................................................                                                     
          77,333,927....................................................                                                     
         447,059,909....................................................                                                     
         145,853,361....................................................                                                     
          26,450,265....................................................                                                     
         251,489,348....................................................                                                     
          96,579,363....................................................                                                     
Receivable for shares of The Hudson River Trust.........................                    --                            -- 
Due from Equitable Life's General Account (Note 3)......................             3,735,501                     1,213,821 
                                                                                   -----------                -------------- 
           Total assets.................................................            98,103,406                 1,123,658,618 
                                                                                   -----------                -------------- 
                                                                                                                             
LIABILITIES:                                                                                                                 
Payable for The Hudson River Trust shares purchased.....................             3,722,471                       931,572 
Due to Equitable Life's General Account (Note 3)........................                    --                            -- 
Net accumulated amount of (i) mortality risk, death benefit, expense
   and expense risk charges and (ii) mortality and other gains and 
   losses retained by Equitable Life (Note 3)...........................               566,137                       991,204 
                                                                                   -----------                -------------- 
           Total liabilities............................................             4,288,608                     1,922,776 
                                                                                   -----------                -------------- 
NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS (NOTE 5).....................           $93,814,798                $1,121,735,842 
                                                                                   ===========                ============== 
                                                                                                                             
                                                                                                                             
EQUI-VEST Contracts:                                                                                                         
   Unit Value...........................................................           $     28.28                $        34.06  
                                                                                   ===========                ==============  
   Units Outstanding....................................................             1,013,504                    28,319,497  
                                                                                   ===========                ==============  
Old Contracts:                                                                                                               
   Unit Value...........................................................           $     33.52                               
                                                                                   ===========                               
   Units Outstanding....................................................               129,377                               
                                                                                   ===========                               
EQUIPLAN Contracts:                                                                                                          
   Unit Value...........................................................                                                     
                                                                                                                             
   Units Outstanding....................................................                                                     
                                                                                                                             
Momentum Contracts:                                                                                                          
   Unit Value...........................................................           $     28.28                $        34.06 
                                                                                   ===========                ============== 
   Units Outstanding....................................................               240,469                     1,056,984 
                                                                                   ===========                ============== 
Momentum Plus Contracts: 135 B.P.                                                                                            
   Unit Value...........................................................           $    111.75                $       120.01  
                                                                                   ===========                ==============  
   Units Outstanding....................................................               307,236                       417,374  
                                                                                   ===========                ==============  
Enhanced Momentum Plus Contracts: 100 B.P.                                                                                   
   Unit Value...........................................................           $    105.65                $       114.16  
                                                                                   ===========                ==============  
   Units Outstanding....................................................                13,091                        48,342  
                                                                                   ===========                ==============  
EQUI-VEST Series 300 and 400 Contracts:                                                                                      
   Unit Value...........................................................           $    111.21                $       119.26  
                                                                                   ===========                ==============  
   Units Outstanding....................................................               164,510                       547,899  
                                                                                   ===========                ==============  
                                                                                

<FN>
See Notes to Financial Statements.
</FN>
</TABLE>

                                     FSA-2
<PAGE>









<TABLE>
<CAPTION>


  AGGRESSIVE         GROWTH         CONSERVATIVE     HIGH                       GROWTH &    QUALITY         EQUITY
     STOCK         INVESTORS         INVESTORS       YIELD        GLOBAL        INCOME        BOND           INDEX     INTERNATIONAL
     FUND             FUND              FUND         FUND          FUND          FUND         FUND           FUND           FUND
  -------------  ---------------  --------------  -----------  ------------  ------------  -----------  -------------  -------------
 <S>              <C>             <C>            <C>           <C>           <C>           <C>          <C>            <C>








 $2,978,162,769
                  $530,496,700
                                  $85,864,836
                                                 $78,578,208
                                                               $496,558,219
                                                                             $164,318,806
                                                                                           $26,718,392
                                                                                                        $275,271,126
                                                                                                                       $97,814,272
 $    3,430,056             --             --             --             --            --           --            --            --
             --      3,672,772        202,365        883,577      2,467,309       187,056       39,620     2,469,315     1,345,033
 --------------   ------------    -----------    -----------   ------------  ------------  -----------  ------------   -----------
  2,981,592,825    534,169,472     86,067,201     79,461,785    499,025,528   164,505,862   26,758,012   277,740,441    99,159,305
 --------------   ------------    -----------    -----------   ------------  ------------  -----------  ------------   -----------

             --      3,642,884        197,565        879,253      2,439,129       177,589       38,118     2,453,538     1,339,777
      2,870,406             --             --             --             --            --           --            --            --



      2,148,689      1,115,959        618,084        621,294      1,132,134       821,976      370,628       940,199       631,968
 --------------   ------------    -----------    -----------   ------------  ------------  -----------  ------------   -----------

      5,019,095      4,758,843        815,649      1,500,547      3,571,263       999,565      408,746     3,393,737     1,971,745
 --------------   ------------    -----------    -----------   ------------  ------------  -----------  ------------   -----------
 $2,976,573,730   $529,410,629    $85,251,552    $77,961,238   $495,454,265  $163,506,297  $26,349,266  $274,346,704   $97,187,560
 ==============   ============    ===========    ===========   ============  ============  ===========  ============   ===========



 $        82.91
 ==============
     27,944,829
 ==============











 $        82.91   $     133.40    $    117.25    $    137.53   $     138.00   $    143.37  $    112.65  $     164.12   $    112.83
 ==============   ============    ===========    ===========   ============   ===========  ===========  ============   ===========
      1,280,795        110,156         18,037         17,693        116,291   $    40,724        7,151        50,637   $    19,243
 ==============   ============    ===========    ===========   ============   ===========  ===========  ============   ===========

 $       157.31   $     134.95    $    114.99    $    146.80   $     140.51   $    143.63  $    118.87  $     164.08   $    112.81
 ==============   ============    ===========    ===========   ============   ===========  ===========  ============   ===========
      1,069,755        508,163        136,101         94,258        459,301       121,071       28,090       128,114        54,264
 ==============   ============    ===========    ===========   ============   ===========  ===========  ============   ===========

 $       125.54   $     116.95    $    109.47    $    127.46   $     116.37   $    123.61  $    108.84  $     129.70   $    112.96
 ==============   ============    ===========    ===========   ============   ===========  ===========  ============   ===========
        108,967         14,660          4,631          5,119         12,859         3,028        1,346         4,356        20,736
 ==============   ============    ===========    ===========   ============   ===========  ===========  ============   ===========

 $       149.41   $     133.40    $    117.25    $    137.53   $     138.00   $    143.37  $    112.65  $     164.12   $    112.83
 ==============   ============    ===========    ===========   ============   ===========  ===========  ============   ===========
      2,468,117      3,325,391        566,674        443,564      2,994,609       975,463      195,675     1,486,286       763,266
 ==============   ============    ===========    ===========   ============   ===========  ===========  ============   ===========

</TABLE>

                                     FSA-3
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996


<TABLE>
<CAPTION>
                                                                                                                      INTERMEDIATE
                                                                                           COMMON                      GOVERNMENT   
                                                                                            STOCK                      SECURITIES   
                                                                                            FUND                          FUND      
                                                                                     ------------------              -------------- 
<S>                                                                                       <C>                           <C>         
INCOME AND EXPENSES:
  Investment Income (Note 2):
    Dividends from The Hudson River Trust......................................           $ 31,566,792                  $1,519,758  
                                                                                          ------------                  ----------  

Expenses (Note 3):
  Mortality risk, death benefit, expense
    and expense risk charges...................................................             46,430,265                     331,809  
  Financial accounting charges.................................................              7,403,072                       2,282  
                                                                                          ------------                  ----------  

      Total expenses...........................................................             53,833,337                     334,091  

Less: Reduction for expense limitation.........................................              3,610,439                       6,759  
                                                                                          ------------                  ----------  

      Net expenses.............................................................             50,222,898                     327,332  
                                                                                          ------------                  ----------- 

NET INVESTMENT INCOME (LOSS)...................................................            (18,656,106)                  1,192,426  
                                                                                          ------------                  ----------  

REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS (NOTE 2):
  Realized gain (loss) on investments..........................................             39,373,745                     (84,183) 
  Realized gain distribution from The Hudson River Trust.......................            427,747,972                          --  
                                                                                          ------------                  ----------  
    Net realized gain (loss)...................................................            467,121,717                     (84,183) 
  Change in unrealized appreciation / depreciation
    of investments.............................................................            326,272,321                    (386,046) 
                                                                                          ------------                  ----------  
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS...............................................................            793,394,038                    (470,229) 
                                                                                          ------------                  ----------  

NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS (NOTE 2)...........................................           $774,737,932                  $  722,197  
                                                                                          ============                  ==========  

</TABLE>

<TABLE>
<CAPTION>


                                                                                      
                                                                                           MONEY
                                                                                          MARKET                  BALANCED
                                                                                           FUND                     FUND
                                                                                     --------------            ---------------
<S>                                                                                     <C>                      <C>          
INCOME AND EXPENSES:
  Investment Income (Note 2):
    Dividends from The Hudson River Trust......................................         $4,218,305               $ 34,404,660
                                                                                        ----------               ------------

Expenses (Note 3):
  Mortality risk, death benefit, expense
    and expense risk charges...................................................          1,074,903                 13,751,604
  Financial accounting charges.................................................             81,875                  2,377,664
                                                                                        ----------               ------------

    Total expenses.............................................................          1,156,778                 16,129,268

Less: Reduction for expense limitation.........................................             61,777                  1,391,968
                                                                                        ----------               ------------

    Net expenses...............................................................          1,095,001                 14,737,300
                                                                                        ----------               ------------

NET INVESTMENT INCOME (LOSS)...................................................          3,123,304                 19,667,360
                                                                                        ----------               ------------

REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS (NOTE 2):
  Realized gain (loss) on investments..........................................            137,830                 10,957,701
  Realized gain distribution from The Hudson River Trust.......................                 --                 89,931,643
                                                                                        ----------               ------------
    Net realized gain (loss)...................................................            137,830                100,889,344
  Change in unrealized appreciation / depreciation
    of investments.............................................................             15,587                (15,177,682)
                                                                                        ----------               ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS...............................................................            153,417                 85,711,662
                                                                                        ----------               ------------

NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS (NOTE 2)...........................................         $3,276,721               $105,379,022
                                                                                        ==========               ============

- -------------------------
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>
                                     FSA-4
<PAGE>







<TABLE>
<CAPTION>



 AGGRESSIVE       GROWTH         CONSERVATIVE      HIGH                        GROWTH &       QUALITY       EQUITY
    STOCK        INVESTORS        INVESTORS        YIELD        GLOBAL         INCOME         BOND          INDEX     INTERNATIONAL
    FUND           FUND              FUND          FUND          FUND           FUND          FUND          FUND           FUND
 ----------      -----------     -----------   -----------   -----------     ----------    -----------   ------------   -----------
<S>              <C>             <C>           <C>           <C>             <C>           <C>           <C>            <C>       


$  6,308,285     $10,897,241     $3,720,544    $5,697,177    $ 7,691,416     $ 2,196,949   $1,526,764    $ 3,410,663    $1,321,160
- ------------     -----------     ----------    ----------    -----------     -----------   ----------    -----------    ----------



  30,066,070       5,764,371      1,085,516       713,632      5,512,550       1,513,551      298,999      2,395,042       833,724
   5,350,128          26,080          4,022         3,821         28,760           8,736        1,522         11,293         2,203
- ------------     -----------     ----------    ----------    -----------     -----------   ----------    -----------    ----------

  35,416,198       5,790,451      1,089,538       717,453      5,541,310       1,522,287      300,521      2,406,335       835,927

   1,421,353              --             --            --             --              --           --             --            --
- ------------     -----------     ----------    ----------    -----------     ------------  ----------    -----------    ----------

  33,994,845       5,790,451      1,089,538       717,453      5,541,310       1,522,287      300,521      2,406,335       835,927
- ------------     -----------     ----------    -----------   -----------     -----------   ----------    -----------    ----------

 (27,686,560)      5,106,790      2,631,006     4,979,724      2,150,106         674,662    1,226,243      1,004,328       485,233
- ------------     -----------     ----------    ----------    -----------     -----------   ----------    -----------    ----------



  71,385,003         662,873        107,618       145,474      1,492,445       1,338,928      280,060      3,349,216     1,250,399
 507,021,043      51,790,058      2,134,857     4,152,172     20,816,121       8,336,410           --     10,841,897     1,722,567
- ------------     -----------     ----------    ----------    -----------     -----------   ----------   ------------    ----------
 578,406,046      52,452,931      2,242,475     4,297,646     22,308,566       9,675,338      280,060     14,191,113     2,972,966

 (87,392,419)     (9,867,072)    (1,503,698)      721,266     26,407,595      10,940,166     (469,209)    19,487,539     1,086,851
- ------------     -----------     ----------    ----------    -----------     -----------   ----------    -----------    ----------

 491,013,627      42,585,859        738,777     5,018,912     48,716,161      20,615,504     (189,149)    33,678,652     4,059,817
- ------------     -----------     ----------    ----------    -----------     -----------   ----------    -----------    ----------


$463,327,067     $47,692,649     $3,369,783    $9,998,636    $50,866,267     $21,290,166   $1,037,094    $34,682,980    $4,545,050
============     ===========     ==========    ==========    ===========     ===========   ==========    ===========    ==========

</TABLE>

                                     FSA-5

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

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



<TABLE>
<CAPTION>


                                                                                                                                  
                                                                                                                                   
                                                                                               COMMON STOCK FUND                   
                                                                               -----------------------------------------------
                                                                                     1996                          1995            
                                                                               ---------------               ----------------     
<S>                                                                            <C>                            <C>                  
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:

  Net investment income (loss).......................................          $  (18,656,106)                $    2,782,104       
  Net realized gain (loss) on investments............................             467,121,717                    206,999,733       
    Change in unrealized appreciation/
    (depreciation) of investments....................................             326,272,321                    498,084,127       
                                                                               --------------                 --------------       

Net increase in net assets from operations...........................             774,737,932                    707,865,964       
                                                                               --------------                 --------------       

FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):
  Contributions and Transfers:
    Contributions....................................................             453,359,975                    323,872,865       
    Transfers from other Funds and
      Guaranteed Interest Account....................................             762,624,599                    563,350,890       
                                                                               --------------                 --------------       

        Total........................................................           1,215,984,574                    887,223,755       
                                                                               --------------                 --------------       

  Payments, Transfers and Charges:
  Annuity payments, withdrawals and death benefits...................             220,362,060                    159,386,173       
  Transfers to other Funds and
    Guaranteed Interest Account......................................             607,476,726                    467,919,413       
  Withdrawal and administrative charges..............................               5,572,073                      4,834,457       
                                                                               --------------                 --------------       

        Total........................................................             833,410,859                    632,140,043       
                                                                               --------------                ---------------      

  Net increase (decrease) in net assets
    from Contract Owners transactions................................             382,573,715                    255,083,712        
                                                                               --------------                 --------------       

  Net (increase) decrease in amount retained
    by Equitable Life in Separate Account A (Note 3).................              (2,598,917)                      (202,590)       
                                                                               --------------                 --------------       

INCREASE (DECREASE) IN NET ASSETS
  ATTRIBUTABLE TO CONTRACT OWNERS.....................................           1,154,712,730                    962,747,086       

NET ASSETS -- BEGINNING OF PERIOD
  ATTRIBUTABLE TO CONTRACT OWNERS.....................................           3,177,985,370                  2,215,238,284       
                                                                               --------------                 --------------       

NET ASSETS -- END OF PERIOD (NOTE 1)
  ATTRIBUTABLE TO CONTRACT OWNERS.....................................          $4,332,698,100                 $3,177,985,370       
                                                                               ==============                 ==============       

</TABLE>


<TABLE>
<CAPTION>


                                                                                                  INTERMEDIATE
                                                                                             GOVERNMENT SECURITIES
                                                                                                      FUND
                                                                               -----------------------------------------------
                                                                                     1996                         1995
                                                                               --------------                ---------------
<S>                                                                             <C>                            <C>        
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
  Net investment income (loss).......................................           $  1,192,426                   $   860,197
  Net realized gain (loss) on investments............................                (84,183)                     (262,021)
  Change in unrealized appreciation/
    (depreciation) of investments....................................               (386,046)                    1,263,426    
                                                                                 -----------                   -----------

Net increase in net assets from operations...........................                722,197                     1,861,602
                                                                                 -----------                   -----------

FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):
  Contributions and Transfers:
    Contributions....................................................              9,100,062                     7,369,681
    Transfers from other Funds and
      Guaranteed Interest Account....................................              7,049,068                     6,382,251
                                                                                 -----------                   -----------

        Total........................................................             16,149,130                    13,751,932
                                                                                 -----------                   -----------

  Payments, Transfers and Charges:
  Annuity payments, withdrawals and death benefits...................              3,753,601                     1,010,469
  Transfers to other Funds and
    Guaranteed Interest Account......................................              5,943,526                     3,875,451
  Withdrawal and administrative charges..............................                 45,485                        13,622
                                                                                 -----------                   -----------

        Total........................................................              9,742,612                     4,899,542
                                                                                 -----------                   -----------

  Net increase (decrease) in net assets
    from Contract Owners transactions................................              6,406,518                     8,852,390      
                                                                                 -----------                   -----------

  Net (increase) decrease in amount retained
    by Equitable Life in Separate Account A (Note 3).................                (24,319)                      (29,531)    
                                                                                 -----------                   -----------

INCREASE (DECREASE) IN NET ASSETS
  ATTRIBUTABLE TO CONTRACT OWNERS....................................              7,104,396                    10,684,461

NET ASSETS -- BEGINNING OF PERIOD
  ATTRIBUTABLE TO CONTRACT OWNERS....................................             22,323,796                    11,639,335
                                                                                 -----------                   -----------

NET ASSETS -- END OF PERIOD (NOTE 1)
  ATTRIBUTABLE TO CONTRACT OWNERS....................................            $29,428,192                   $22,323,796
                                                                                 ===========                   ===========



<FN>
See Notes to Financial Statements.
</FN>
</TABLE>

                                     FSA-6

<PAGE>









<TABLE>
<CAPTION>


                                                                                
                                                                                
          MONEY MARKET FUND                          BALANCED FUND              
- ----------------------------------    ------------------------------------------
     1996              1995                  1996                   1995        
- ---------------   ----------------    -------------------    -------------------
 <S>                <C>                  <C>                    <C>             



 $  3,123,304       $  2,822,581         $   19,667,360         $   19,159,882  
      137,830            111,769            100,889,344             36,369,212  

       15,587            244,984            (15,177,682)           107,611,597  
 ------------       ------------         --------------         --------------  

    3,276,721          3,179,334            105,379,022            163,140,691  
 ------------       ------------         --------------         --------------  



  119,080,405         96,460,995            102,324,455            100,845,169  

   28,258,231         11,693,688            107,478,067             72,926,145  
 ------------       ------------         --------------         --------------  

  147,338,636        108,154,683            209,802,522            173,771,314  
 ------------       ------------         --------------         --------------  


   15,180,565          9,756,910             78,989,041             70,581,767  

  119,609,249        112,024,444            154,003,205            140,405,721  
      206,649            141,480              2,085,995              2,326,794  
 ------------       ------------         --------------         --------------  

  134,996,463        121,922,834            235,078,241            213,314,282  
 ------------       ------------         --------------         --------------  


   12,342,173        (13,768,151)           (25,275,719)           (39,542,968) 
 ------------       ------------         --------------         --------------  


      (61,393)           (60,820)              (481,189)              (639,643) 
 ------------       ------------         --------------         --------------  


   15,557,501        (10,649,637)            79,622,114            122,958,080  


   78,257,297         88,906,934          1,042,113,728            919,155,648  
 ------------       ------------         --------------         --------------  


 $ 93,814,798       $ 78,257,297         $1,121,735,842         $1,042,113,728  
 ============       ============         ==============         ==============  

</TABLE>


<TABLE>
<CAPTION>


                                                          GROWTH
                                                         INVESTORS
         AGGRESSIVE STOCK FUND                             FUND
- ---------------------------------------     -----------------------------------
      1996                  1995                   1996               1995
- ----------------      -----------------     ----------------    ---------------
  <C>                  <C>                     <C>               <C>         


  $  (27,686,560)      $  (17,076,859)         $  5,106,790      $  4,630,881
     578,406,046          274,491,290            52,452,931         4,190,451

     (87,392,419)         201,133,502            (9,867,072)       35,365,665
  --------------       --------------          ------------      ------------

     463,327,067          458,547,933            47,692,649        44,186,997
  --------------       --------------          ------------      ------------



     390,313,679          255,277,523           130,147,052        88,478,478

   1,303,527,875          937,308,527           121,414,460        96,710,983
  --------------       --------------          ------------      ------------

   1,693,841,554        1,192,586,050           251,561,512       185,189,461
  --------------       --------------          ------------      ------------


     154,410,598          101,140,511            25,722,728         8,656,331

   1,118,235,181          890,032,461            49,453,027        31,783,310
       4,762,116            4,012,965               776,045           329,796
  --------------       --------------          ------------      ------------

   1,277,407,895          995,185,937            75,951,800        40,769,437
  --------------       --------------          ------------      ------------


     416,433,659          197,400,113           175,609,712       144,420,024
  --------------       --------------          ------------      ------------


        (596,353)            (703,992)            (212,924)          (69,190)
  --------------       ---------------         ------------      ------------


     879,164,373          655,244,054           223,089,437       188,537,831


   2,097,409,357        1,442,165,303           306,321,192       117,783,361
  --------------       --------------          ------------      ------------


  $2,976,573,730       $2,097,409,357          $529,410,629      $306,321,192
  ==============       ==============          ============      ============

</TABLE>

                                     FSA-7

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

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

<TABLE>
<CAPTION>

                                                                    CONSERVATIVE
                                                                   INVESTORS FUND                             HIGH YIELD FUND       
                                                          -------------------------------          ---------------------------------
                                                             1996              1995                  1996                1995     
                                                          ---------------   -------------          ------------       ------------
<S>                                                         <C>              <C>                    <C>                <C>        
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
  Net investment income (loss)........................      $ 2,631,006      $  2,326,829           $ 4,979,724        $ 2,278,708
  Net realized gain (loss) on investments.............        2,242,475           402,260             4,297,646           (142,069)
  Change in unrealized appreciation /
    depreciation  of investments......................       (1,503,698)        6,622,303               721,266          1,530,565
                                                            -----------      ------------           -----------        -----------

Net increase in net assets                                    3,369,783         9,351,392             9,998,636          3,667,204
    from operations...................................      -----------      ------------           -----------        -----------

FROM CONTRACT OWNER TRANSACTIONS
  (NOTE 3):
  Contributions and Transfers:
    Contributions.....................................       22,119,111        17,614,456            23,155,861         10,927,641
    Transfers from other Funds and
      Guaranteed Interest Account.....................        8,707,223        12,235,331            30,143,138         10,118,081
                                                            -----------      ------------           -----------        -----------

        Total.........................................       30,826,334        29,849,787            53,298,999         21,045,722*
                                                            -----------      ------------           -----------        -----------

   Payments, Transfers and Charges:
     Annuity payments, withdrawals and
       death benefits.................................        5,546,973         2,534,266             4,361,957          1,942,685

     Transfers to other Funds and
       Guaranteed Interest Account....................       14,201,772         5,239,849            13,868,715          3,213,614
         Withdrawal and administrative charges........          149,752            74,396                78,426             28,309
                                                            -----------      ------------           -----------        -----------

        Total.........................................       19,898,497         7,848,511            18,309,098          5,184,608
                                                            -----------      ------------           -----------        -----------

  Net increase in net assets
    from Contract Owner transactions..................       10,927,837        22,001,276            34,989,901         15,861,114
                                                            -----------      ------------           -----------        -----------

  Net (increase) decrease in accumulated
    amount retained by Equitable Life in
    Separate Account A (Note 2).......................          (72,280)          (75,713)              (78,617)           (11,839)
                                                            -----------      ------------           -----------        -----------

INCREASE IN NET ASSETS
  ATTRIBUTABLE TO CONTRACT OWNERS ....................       14,225,340        31,276,955            44,909,920         19,516,479

NET ASSETS -- BEGINNING OF PERIOD
  ATTRIBUTABLE TO CONTRACT OWNERS.....................       71,026,212        39,749,257            33,051,318         13,534,839
                                                            -----------      ------------           -----------        -----------

NET ASSETS -- END OF PERIOD (NOTE 1)
  ATTRIBUTABLE TO CONTRACT OWNERS.....................      $85,251,552       $71,026,212           $77,961,238        $33,051,318
                                                            ===========       ===========           ===========        ===========

</TABLE>

<TABLE>
<CAPTION>

                                                                                             GLOBAL FUND               
                                                                                ---------------------------------------
                                                                                      1996                 1995        
                                                                                ------------------    -----------------
                                                                                                                      
<S>                                                                                 <C>                  <C>           
INCREASE (DECREASE) IN NET ASSETS                                                                                      
FROM OPERATIONS:                                                                    $  2,150,106         $  1,170,324  
  Net investment income (loss)........................                                22,308,566           10,274,241  
  Net realized gain (loss) on investments.............                                                                 
  Change in unrealized appreciation /                                                 26,407,595           29,094,331  
    depreciation  of investments......................                              ------------         ------------  
                                                                                                                       
                                                                                      50,866,267           40,538,896  
Net increase in net assets                                                          ------------         ------------  
    from operations...................................                                                                 
                                                                                                                       
FROM CONTRACT OWNERS TRANSACTIONS                                                                                       
  (NOTE 3):                                                                                                           
  Contributions and Transfers:                                                       104,951,106           81,368,082  
    Contributions.....................................                                                                 
    Transfers from other Funds and                                                   115,437,667          137,660,677  
      Guaranteed Interest Account.....................                              ------------         ------------  
                                                                                                                       
                                                                                     220,388,773          219,028,759  
        Total.........................................                              ------------         ------------  
                                                                                                                       
                                                                                                                       
  Payments, Transfers and Charges:                                                                                       
    Annuity payments, withdrawals and                                                 28,738,527           11,743,890  
      death benefits..................................                                                                 
                                                                                                                       
  Transfers to other Funds and                                                        61,058,782           93,494,152  
    Guaranteed Interest Account.......................                                   724,468              394,438  
  Withdrawal and administrative charges...............                              ------------         ------------  
                                                                                                                       
                                                                                      90,521,777          105,632,480  
      Total...........................................                              ------------         ------------  
                                                                                                                       
                                                                                                                       
  Net increase in net assets                                                         129,866,996          113,396,279  
    from Contract Owner transactions.................                               ------------         ------------  
                                                                                                                      
                                                                                                                       
  Net (increase) decrease in                                                                             
    amount retained by Equitable Life in                                                (286,484)            (136,682) 
    Separate Account A (Note 3).......................                              ------------         ------------  
                                                                                                                       
                                                                                                                       
INCREASE IN NET ASSETS                                                               180,446,779          153,798,493  
  ATTRIBUTABLE TO CONTRACT OWNERS ....................                                                                 
                                                                                                                       
NET ASSETS -- BEGINNING OF PERIOD                                                    315,007,486          161,208,993  
  ATTRIBUTABLE TO CONTRACT OWNERS......................                             ------------         ------------   
                                                                                                                       
                                                                                                                       
NET ASSETS -- END OF PERIOD (NOTE 1)                                                $495,454,265         $315,007,486  
  ATTRIBUTABLE TO CONTRACT OWNERS......................                             ============         ============   
                                                                                                                       
                                                                               

<FN>
- --------------------------
*Commencement of operations from September 1, 1995.



See Notes to Financial Statements.
</FN>
</TABLE>


                                     FSA-8

<PAGE>






<TABLE>
<CAPTION>

            GROWTH & INCOME                            QUALITY BOND       
                  FUND                                      FUND           
- -----------------------------------        -------------------------------------
      1996               1995                    1996                1995       
- -----------------  ----------------        ----------------     --------------- 
    <S>                <C>                     <C>                 <C>          


    $    674,662       $   790,931             $ 1,226,243         $   572,638  
       9,675,338           135,257                 280,060             (14,461) 

      10,940,166         7,973,647                (469,209)            952,860  
    ------------       -----------             -----------         -----------  

      21,290,166         8,899,835               1,037,094           1,511,037  
    ------------       -----------             -----------         -----------  




      44,131,391        22,698,765               7,201,618           5,630,019  

      70,653,911        28,860,658              11,609,924           7,603,814  
    ------------       -----------             -----------         -----------  

     114,785,302        51,559,423              18,811,542          13,233,833  
    ------------       -----------             -----------         -----------  



       6,415,518         1,952,266               1,789,909             705,351  


      36,251,785        10,151,108               8,691,630           2,324,024  
         177,183            60,042                  30,562               8,788  
    ------------       -----------             -----------         -----------  

      42,844,486        12,163,416              10,512,101           3,038,163  
    ------------       -----------             -----------         -----------  


      71,940,816        39,396,007               8,299,441          10,195,670  
    ------------       -----------             -----------         -----------  



        (144,964)          (20,535)                (33,142)               (326) 
    ------------       -----------             -----------         -----------  


      93,086,018        48,275,307               9,303,393          11,706,381  


      70,420,279        22,144,972              17,045,873           5,339,492  
    ------------       -----------             -----------         -----------  


    $163,506,297       $70,420,279             $26,349,266         $17,045,873  
    ============       ===========             ===========         ===========  

</TABLE>


<TABLE>
<CAPTION>




          EQUITY INDEX                                INTERNATIONAL
              FUND                                        FUND
- ---------------------------------         --------------------------------------
     1996              1995                     1996              1995*
- ---------------- -----------------        -----------------   ---------------

   <C>               <C>                      <C>                <C>        

   $  1,004,328      $    360,568             $    485,233       $   149,427
     14,191,113         4,198,742                2,972,966            84,989

     19,487,539         4,368,831                1,086,851           148,058
   ------------      ------------             ------------       -----------

     34,682,980         8,928,141                4,545,050           382,474
   ------------      ------------             ------------       -----------




     78,060,051        28,329,533               32,148,619         2,925,742

    224,346,052       153,170,493              132,166,698        17,699,810
   ------------      ------------             ------------       -----------

    302,406,103       181,500,026              164,315,317        20,625,552
   ------------      ------------             ------------       -----------



      8,358,084         1,077,397                3,342,378            41,651


    142,130,534       106,387,645               83,376,653         5,873,268
        217,821            23,173                   60,421               907
   ------------      ------------             ------------       -----------

    150,706,439       107,488,215               86,779,452         5,915,826
   ------------      ------------             ------------       -----------



    151,699,664        74,011,811               77,535,865        14,709,726
   ------------      ------------             ------------       -----------



       (138,050)           59,424                    5,549             8,896
   ------------      ------------             ------------       -----------


    186,244,594        82,999,376               82,086,464        15,101,096


     88,102,110         5,102,734               15,101,096                --
   ------------      ------------             ------------       -----------


   $274,346,704      $ 88,102,110             $ 97,187,560       $15,101,096
   ============      ============             ============       ===========

</TABLE>

                                     FSA-9

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

1.   General

     The Equitable Life Assurance  Society of the United States (Equitable Life)
     Separate Account A (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 thirteen  investment funds (Funds):  the Common Stock Fund, the
     Intermediate  Government  Securities  Fund,  the  Money  Market  Fund,  the
     Balanced Fund, the Aggressive  Stock Fund, the Growth  Investors  Fund, the
     Conservative  Investors  Fund,  the High Yield Fund,  the Global Fund,  the
     Growth & Income Fund,  the Quality Bond Fund, the Equity Index Fund and the
     International Fund. The assets in each Fund are invested in Class IA shares
     of a corresponding portfolio (Portfolio) of a mutual fund, The Hudson River
     Trust (Trust). The Trust is an open-end, diversified, management investment
     company  that  invests  the  assets  of  separate   accounts  of  insurance
     companies. Each Portfolio has separate investment objectives.

     The Account is used to fund benefits under certain  individual  tax-favored
     variable  annuity  contracts  (Old  Contracts),   individual  non-qualified
     variable   annuity   contracts   (EQUIPLAN   Contracts),   tax-favored  and
     non-qualified  certificates  issued under group deferred  variable  annuity
     contracts and certain related individual contracts  (EQUI-VEST  Contracts),
     group  deferred  variable  annuity  contracts  used to  fund  tax-qualified
     defined  contribution plans (Momentum Contracts) and group variable annuity
     contracts  used as a funding  vehicle for employers  who sponsor  qualified
     defined  contribution  plans  (Momentum  Plus).  All of these contracts and
     certificates are collectively referred to as the Contracts.

     The net assets of the Account are not chargeable with  liabilities  arising
     out of any other business Equitable Life may conduct.  The excess of assets
     over reserves and other contract liabilities, if any, in the Account may be
     transferred to Equitable  Life's  General  Account.  

2.   Significant  Accounting Policies

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

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

     Investment transactions are recorded on the date. Realized gains and losses
     include gains and losses on redemptions  of the Trust's shares  (determined
     on the identified cost basis) and Trust distributions  representing the net
     realized gains on Trust investment transactions.

     Dividends are recorded at the end of each quarter on the ex-dividend  date.
     Capital gains are distributed by the Trust at the end of each year.

     No  Federal  income  tax based on net  income or  realized  and  unrealized
     capital  gains is currently  applicable to Contracts  participating  in the
     Account by reason of applicable provisions of the Internal Revenue Code and
     no Federal  income tax payable by Equitable  Life is expected to affect the
     unit value of  Contracts  participating  in the  Account.  Accordingly,  no
     provision for income taxes is required.

                                     FSA-10


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996


3.   Asset Charges

     The following  charges are made directly  against the assets of the Account
     and are reflected daily in the computation of the accumulation  unit values
     of the Contracts:


<TABLE>
<CAPTION>

                                                                                                                                    
                                                                                                                                    
                                                  EQUI-VEST/MOMENTUM                          MOMENTUM PLUS             OLD         
                                                      CONTRACTS                                 CONTRACTS            CONTRACTS      
                                  ---------------------------------------------------    ------------------------ ----------------- 
                                        Common Stock, Money                All                                    Common Stock and  
                                        Market and Balanced               Other                                     Money Market    
                                               Funds                      Funds                All Funds                Funds       
                                  --------------------------------   ----------------       ----------------  ----------------------
<S>                                         <C>                         <C>                   <C>                  <C>              
Death Benefits................              0.05 of 1%                  0.05 of 1%               --                0.05 of 1%       
Mortality Risks...............              0.30 of 1%                  0.30 of 1%            0.50 of 1%           0.45 of 1%       
Expenses......................              0.60 of 1%                  0.60 of 1%            0.25 of 1%           0.16 of 1%       
Expense Risks.................              0.30 of 1%                  0.15 of 1%            0.60 of 1%           0.08 of 1%       
Financial Accounting..........              0.24 of 1%                  0.24 of 1%               --                    --           


</TABLE>

<TABLE>
<CAPTION>

                                                                                         
                                                                            EQUI-VEST    
                                                                            SERIES 300   
                                                    EQUIPLAN                & 400        
                                                    CONTRACTS               CONTRACTS    
                                            -------------------------- ----------------- 
                                                 Common Stock and                        
                                              Intermediate Government                    
                                                    Securities                           
                                                       Funds               All Funds     
                                            --------------------------  ---------------- 
<S>                                                  <C>                 <C>               
Death Benefits................                       0.05 of 1%               --           
Mortality Risks...............                       0.45 of 1%             0.60 of 1%     
Expenses......................                       0.16 of 1%          0.24/0.25 of 1%   
Expense Risks.................                       0.08 of 1%             0.50 of 1%     
Financial Accounting..........                          --                    --          

</TABLE>



     During 1996,  Equitable Life charged EQUI-VEST Series 300 and 400 Contracts
     0.24 of 1% against  the assets of the  Intermediate  Government  Securities
     Fund, the Growth Investors Fund, the Conservative  Investors Fund, the High
     Yield  Fund,the  Global Fund,  the Growth & Income  Fund,  the Quality Bond
     Fund, the Equity Index Fund and the International  Fund for expenses.  This
     voluntary expense limitation (discounted from 0.25 of 1% to 0.24 of 1%) may
     be discontinued by Equitable Life at its discretion.

     The above charges may be retained in the Account by Equitable  Life and, to
     the extent retained, participate in the net investment results of the Trust
     ratably with assets attributable to the Contracts.

     Since the Trust  shares  are  valued at their net asset  value,  investment
     advisory  fees and direct  operating  expenses of the Trust are, in effect,
     passed  on to the  Account  and are  reflected  in the  computation  of the
     accumulation unit values of the Contracts.

     Under the terms of the Contracts,  the aggregate of these asset charges and
     the  charges  of the  Trust  for  advisory  fees and for  direct  operating
     expenses  may not  exceed  a total  effective  annual  rate  of  1.75%  for
     EQUI-VEST and Momentum  Contracts  for the Money Market Fund,  the Balanced
     Fund, the Common Stock Fund,  and the Aggressive  Stock Fund and 1% for the
     Old Contracts and EQUIPLAN Contracts.

     Under the Contracts, the total charges may be reallocated among the various
     expense categories.  Equitable Life, however, intends to limit any possible
     reallocation  to include only the expense risks,  mortality risks and death
     benefit charges.

4.   Contributions, Payments, Transfers and Charges

     Contributions   represent   participant   contributions   under  EQUI-VEST,
     Momentum,  Momentum Plus and EQUI-VEST Series 300 and 400 Contracts (except
     amounts allocated to the Guaranteed  Interest Account,  which are reflected
     in the General Account) and participant contributions under other Contracts
     reduced  by  applicable  deductions,   charges  and  state  premium  taxes.
     Contributions also include amounts applied to purchase variable  annuities.
     Transfers are amounts that participants have directed to be moved among the
     Funds,  including  permitted  transfers to and from the Guaranteed Interest
     Account, which is part of Equitable Life's General Account.

     Variable  annuity  payments and death benefits are payments to participants
     and  beneficiaries  made under the terms of the Contracts.  Withdrawals are
     amounts that  participants  have requested to be withdrawn and paid to them
     or applied to purchase annuities.  Withdrawal  charges, if applicable,  are
     the  deferred   contingent   withdrawal   charges  that  apply  to  certain
     withdrawals under EQUI-VEST,  Momentum,  Momentum Plus and EQUI-VEST Series
     300 and 400 Contracts.  Administrative charges, if applicable, are deducted
     annually under  EQUI-VEST,  EQUIPLAN and Old Contracts and quarterly  under
     Momentum, Momentum Plus and EQUI-VEST Series 300 and 400 Contracts.

                                     FSA-11

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996


     Accumulation units issued and redeemed during the periods indicated were:


<TABLE>
<CAPTION>

                                                                                                        Years Ended
                                                                                                        December 31,
                                                                                        -------------------------------------------
                                                                                                 1996                      1995
                                                                                        --------------------       ----------------
<S>                                                                                            <C>                      <C>      
COMMON STOCK FUND
- -----------------
Issued             --        EQUI-VEST Contracts................................               4,329,571                4,339,470
                             Momentum Contracts.................................                 243,637                  208,765
                             Momentum Plus Contracts............................                 597,453                  470,567
                             Enhanced Momentum Plus Contracts...................                 157,605                        0
                             Old Contracts......................................                     728                      837
                             EQUIPLAN Contracts.................................                     303                      268
                             EQUI-VEST Series 300 and 400 Contracts.............               2,233,005                1,432,603
Redeemed           --        EQUI-VEST Contracts................................               3,688,353                3,797,103
                             Momentum Contracts.................................                 127,310                   75,510
                             Momentum Plus Contracts............................                 264,968                   94,575
                             Enhanced Momentum Plus Contracts...................                  17,583                        0
                             Old Contracts......................................                  42,438                   51,405
                             EQUIPLAN Contracts.................................                  12,375                   11,184
                             EQUI-VEST Series 300 and 400 Contracts.............                 764,368                  391,658

INTERMEDIATE GOVERNMENT SECURITIES FUND
- ---------------------------------------
Issued             --        Momentum Contracts.................................                   5,037                    7,133
                             Momentum Plus Contracts............................                  30,826                   34,658
                             Enhanced Momentum Plus Contracts...................                   2,792                        0
                             EQUIPLAN Contracts.................................                  13,023                       68
                             EQUI-VEST Series 300 and 400 Contracts.............                 103,536                   90,918
Redeemed           --        Momentum Contracts.................................                   2,248                      598
                             Momentum Plus Contracts............................                  37,473                   11,347
                             Enhanced Momentum Plus Contracts...................                     336                        0
                             EQUIPLAN Contracts.................................                   8,091                    4,000
                             EQUI-VEST Series 300 and 400 Contracts.............                  46,208                   33,589
MONEY MARKET FUND
- -----------------
Issued             --        EQUI-VEST Contracts................................                 471,698                  366,971
                             Momentum Contracts.................................                 508,189                  447,257
                             Momentum Plus Contracts............................                 812,388                  676,808
                             Enhanced Momentum Plus Contracts...................                  40,920                        0
                             Old Contracts......................................                   4,948                    2,235
                             EQUI-VEST Series 300 and 400 Contracts.............                 245,758                  144,021
Redeemed           --        EQUI-VEST Contracts................................                 479,069                  345,636
                             Momentum Contracts.................................                 456,078                  374,993
                             Momentum Plus Contracts............................                 804,620                  851,769
                             Enhanced Momentum Plus Contracts...................                  27,829                        0
                             Old Contracts......................................                  15,490                    9,440
                             EQUI-VEST Series 300 and 400 Contracts.............                 162,153                  125,670

</TABLE>


                                     FSA-12
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>


                                                                                                         Years Ended
                                                                                                         December 31,
                                                                                       ---------------------------------------------
                                                                                              1996                          1995
                                                                                       --------------------         ----------------
<S>                                                                                           <C>                         <C>      
BALANCED FUND
- -------------
Issued             --        EQUI-VEST Contracts................................               4,328,191                   4,387,731
                             Momentum Contracts.................................                 344,030                     395,854
                             Momentum Plus Contracts............................                 200,165                     204,147
                             Enhanced Momentum Plus Contracts...................                  55,952                           0
                             EQUI-VEST Series 300 and 400 Contracts.............                 274,681                     183,034
Redeemed           --        EQUI-VEST Contracts................................               6,220,763                   6,839,622
                             Momentum Contracts.................................                 243,591                     215,312
                             Momentum Plus Contracts............................                 118,387                      56,192
                             Enhanced Momentum Plus Contracts...................                   7,610                           0
                             EQUI-VEST Series 300 and 400 Contracts.............                 112,296                      86,454
AGGRESSIVE STOCK FUND
- ---------------------
Issued             --        EQUI-VEST Contracts................................              15,729,861                  15,601,564
                             Momentum Contracts.................................                 640,809                     583,570
                             Momentum Plus Contracts............................                 611,656                     465,017
                             Enhanced Momentum Plus Contracts...................                 124,790                           0
                             EQUI-VEST Series 300 and 400 Contracts.............               2,252,325                   1,591,822
Redeemed           --        EQUI-VEST Contracts................................              13,605,973                  14,567,533
                             Momentum Contracts.................................                 329,415                     234,646
                             Momentum Plus Contracts............................                 259,855                      97,553
                             Enhanced Momentum Plus Contracts...................                  15,823                           0
                             EQUI-VEST Series 300 and 400 Contracts.............               1,094,154                     945,741
GROWTH INVESTORS FUND
- ---------------------
Issued             --        Momentum Contracts.................................                  69,706                      50,523
                             Momentum Plus Contracts............................                 277,255                     243,492
                             Enhanced Momentum Plus Contracts...................                  15,724                           0
                             EQUI-VEST Series 300 and 400 Contracts.............               1,654,096                   1,401,142
Redeemed           --        Momentum Contracts.................................                  16,841                       3,545
                             Momentum Plus Contracts............................                 143,744                      56,483
                             Enhanced Momentum Plus Contracts...................                   1,072                           0
                             EQUI-VEST Series 300 and 400 Contracts.............                 441,519                     311,129
CONSERVATIVE INVESTORS FUND
- ---------------------------
Issued             --        Momentum Contracts.................................                  10,705                       8,347
                             Momentum Plus Contracts............................                  55,120                      54,650
                             Enhanced Momentum Plus Contracts...................                   5,947                           0
                             EQUI-VEST Series 300 and 400 Contracts.............                 200,840                     223,974
Redeemed           --        Momentum Contracts.................................                   3,249                         450
                             Momentum Plus Contracts............................                  47,599                      18,295
                             Enhanced Momentum Plus Contracts...................                   1,318                           0
                             EQUI-VEST Series 300 and 400 Contracts.............                 125,486                      57,483
HIGH YIELD FUND
- ---------------
Issued             --        Momentum Contracts.................................                  12,054                       6,324
                             Momentum Plus Contracts............................                  50,342                      44,314
                             Enhanced Momentum Plus Contracts...................                   5,597                           0
                             EQUI-VEST Series 300 and 400 Contracts.............                 347,167                     145,638
Redeemed           --        Momentum Contracts.................................                   1,584                         395
                             Momentum Plus Contracts............................                  26,154                      12,085
                             Enhanced Momentum Plus Contracts...................                     478                           0
                             EQUI-VEST Series 300 and 400 Contracts.............                 112,750                      35,957

</TABLE>

                                     FSA-13

<PAGE>




THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996                                                              

<TABLE>
<CAPTION>

                                                                                                       Years Ended
                                                                                                       December 31,
                                                                                          --------------------------------------
                                                                                                 1996                 1995
                                                                                          ---------------         ------------- 
<S>                                                                                            <C>                  <C>   
GLOBAL FUND
- -----------
Issued             --        Momentum Contracts.................................                  69,785               53,496
                             Momentum Plus Contracts............................                 226,890              251,525
                             Enhanced Momentum Plus Contracts...................                  14,214                    0
                             EQUI-VEST Series 300 and 400 Contracts.............               1,395,485            1,670,603
Redeemed           --        Momentum Contracts.................................                  15,804                7,044
                             Momentum Plus Contracts............................                 158,197               84,289
                             Enhanced Momentum Plus Contracts...................                   1,356                    0
                             EQUI-VEST Series 300 and 400 Contracts.............                 521,429              854,945
GROWTH & INCOME FUND
- --------------------
Issued             --        Momentum Contracts.................................                  32,378               14,155
                             Momentum Plus Contracts............................                  80,062               66,279
                             Enhanced Momentum Plus Contracts...................                   3,154                    0
                             EQUI-VEST Series 300 and 400 Contracts.............                 769,435              387,123
Redeemed           --        Momentum Contracts.................................                   8,397                1,570
                             Momentum Plus Contracts............................                  26,343                8,379
                             Enhanced Momentum Plus Contracts...................                     126                    0
                             EQUI-VEST Series 300 and 400 Contracts.............                 291,623               99,840
QUALITY BOND FUND
- -----------------
Issued             --        Momentum Contracts.................................                   4,794                3,450
                             Momentum Plus Contracts............................                  21,227               16,825
                             Enhanced Momentum Plus Contracts...................                   1,393                    0
                             EQUI-VEST Series 300 and 400 Contracts.............                 145,134              108,824
Redeemed           --        Momentum Contracts.................................                   1,778                  523
                             Momentum Plus Contracts............................                  10,306                2,479
                             Enhanced Momentum Plus Contracts...................                      47                    0
                             EQUI-VEST Series 300 and 400 Contracts.............                  84,488               26,494
EQUITY INDEX FUND
- -----------------
Issued             --        Momentum Contracts.................................                  45,208               13,555
                             Momentum Plus Contracts............................                 114,361               46,112
                             Enhanced Momentum Plus Contracts...................                   4,998                    0
                             EQUI-VEST Series 300 and 400 Contracts.............               1,866,091            1,413,313
Redeemed           --        Momentum Contracts.................................                   6,994                1,679
                             Momentum Plus Contracts............................                  30,367                5,016
                             Enhanced Momentum Plus Contracts...................                     642                    0
                             EQUI-VEST Series 300 and 400 Contracts.............                 971,325              868,769
INTERNATIONAL FUND
- ------------------
Issued             --        Momentum Contracts.................................                  21,296                  480
                             Momentum Plus Contracts............................                  61,499                3,464
                             Enhanced Momentum Plus Contracts...................                  26,479                    0
                             EQUI-VEST Series 300 and 400 Contracts.............               1,395,292              198,903
Redeemed           --        Momentum Contracts.................................                   2,534                    0
                             Momentum Plus Contracts............................                  10,691                    8
                             Enhanced Momentum Plus Contracts...................                   5,744                    0
                             EQUI-VEST Series 300 and 400 Contracts.............                 772,701               58,228


</TABLE>

                                     FSA-14

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

5.   Net Assets

     Net assets  consist of: (i) net assets  attributable  to  Contracts  in the
     accumulation period,  which are represented by Contract  accumulation units
     outstanding  and  associated  accumulation  unit values and (ii)  actuarial
     reserves  and other  liabilities  attributable  to  Contracts in the payout
     period which are not represented by accumulation units or unit values.

     Listed below are components of net assets.


<TABLE>
<CAPTION>

                                                                  INTERMEDIATE
                                              COMMON               GOVERNMENT                 MONEY                                
                                               STOCK               SECURITIES                MARKET                 BALANCED       
                                               FUND                   FUND                    FUND                    FUND         
                                        --------------------     ----------------        ----------------       ------------------ 
<S>                                          <C>                     <C>                     <C>                  <C>              
Net assets attributable
    to EQUI-VEST
    Contracts in
    accumulation period..............        $3,370,457,812          $        --             $28,666,122          $  964,675,157   
Net assets attributable
    to Old Contracts in
    accumulation period..............            85,158,183                   --               4,336,192                      --   
Net assets attributable
    to EQUIPLAN
    Contracts in
    accumulation period..............            25,613,227            2,798,061                      --                      --   
Net assets attributable
    to Momentum
    Contracts in
    accumulation period..............           103,372,142            1,120,445               6,801,469              36,005,104   
Net assets attributable
    to Momentum Plus
    Contracts in
    accumulation period..............           168,686,155            8,787,834              34,332,235              50,090,333   
Net assets attributable 
    to Enhanced Momentum 
    Plus Contracts in
    accumulation period..............            17,626,753              259,695               1,383,018               5,518,846   
Net assets attributable
    to EQUI-VEST Series 300
    & 400 Contracts in
    accumulation period..............           537,355,103           16,459,482              18,295,762              65,340,718   
Actuarial reserves and
    other contract
    liabilities
    attributable to
    Contracts in payout..............            24,428,725                2,675                      --                 105,684   
                                             --------------          -----------             -----------          --------------   
                                             $4,332,698,100          $29,428,192             $93,814,798          $1,121,735,842   
                                             ==============          ===========             ===========          ==============   
</TABLE>

<TABLE>
<CAPTION>

                                        
                                                            AGGRESSIVE                    GROWTH      
                                                               STOCK                     INVESTORS    
                                                               FUND                        FUND       
                                                        --------------------           -------------- 
<S>                                                          <C>                        <C>           
Net assets attributable                                                                               
    to EQUI-VEST                                                                                      
    Contracts in                                                                                      
    accumulation period..............                        $2,316,874,460             $         --  
Net assets attributable                                                                               
    to Old Contracts in                                                                               
    accumulation period..............                                    --                       --  
Net assets attributable                                                                               
    to EQUIPLAN                                                                                       
    Contracts in                                                                                      
    accumulation period..............                                    --                       --  
Net assets attributable                                                                               
    to Momentum                                                                                       
    Contracts in                                                                                      
    accumulation period..............                           106,189,250               14,694,449  
Net assets attributable                                                                               
    to Momentum Plus                                                                                  
    Contracts in                                                                                      
    accumulation period..............                           168,280,410               68,574,772  
Net assets attributable                                                                               
    to Enhanced Momentum                                                                              
    Plus Contracts in                                                                             
    accumulation period..............                            13,679,380                1,714,501  
Net assets attributable                                                                               
    to EQUI-VEST Series 300                                                                           
    & 400 Contracts in                                                                                
    accumulation period..............                           368,768,780              443,596,795  
Actuarial reserves and                                                                                
    other contract                                                                                    
    liabilities                                                                                       
    attributable to                                                                                   
    Contracts in payout..............                             2,781,450                  830,112  
                                                             --------------             ------------  
                                                             $2,976,573,730             $529,410,629  
                                                             ==============             ============  

</TABLE>


                                     FSA-15


<PAGE>


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

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996


<TABLE>
<CAPTION>

                                               CONSERVATIVE               HIGH                                   GROWTH &     
                                                INVESTORS                YIELD                GLOBAL              INCOME      
                                                   FUND                   FUND                 FUND                FUND       
                                            -------------------      ---------------      ---------------     --------------- 
<S>                                                <C>                  <C>                <C>                  <C>           
Net assets attributable
    to EQUI-VEST
    Contracts in
    accumulation period...............             $        --          $        --        $         --         $         --  
Net assets attributable
    to Old Contracts in
    accumulation period..............                       --                   --                  --                   --  
Net assets attributable
    to EQUIPLAN
    Contracts in
    accumulation period..............                       --                   --                  --                   --  
Net assets attributable
    to Momentum
    Contracts in
    accumulation period..............                2,114,842            2,433,263          16,048,232            5,838,772  
Net assets attributable
    to Momentum Plus
    Contracts in
    accumulation period..............               15,650,595           13,836,870          64,536,142           17,388,863  
Net assets attributable
    to Enhanced Momentum Plus
    Contracts in
    accumulation period .............                  507,009              652,448           1,496,342              374,309  
Net assets attributable
    to EQUI-VEST Series 300 & 400
    Contracts in
    accumulation period..............               66,443,641           61,001,720         413,259,009          139,856,174  
Actuarial reserves and
    other contract
    liabilities
    attributable to
    Contracts in payout..............                  535,465               36,937             114,540               48,179  
                                                   -----------          -----------        ------------         ------------  
                                                   $85,251,552          $77,961,238        $495,454,265         $163,506,297  
                                                   ===========          ===========        ============         ============  

</TABLE>


<TABLE>
<CAPTION>

                                                         QUALITY              EQUITY                          
                                                           BOND               INDEX           INTERNATIONAL   
                                                           FUND                FUND                 FUND      
                                                      ----------------   -----------------     ---------------
<S>                                                       <C>                 <C>                 <C>         
Net assets attributable                                                                                       
    to EQUI-VEST                                                                                              
    Contracts in                                                                                              
    accumulation period..............                     $        --         $         --        $        -- 
Net assets attributable                                                                                       
    to Old Contracts in                                                                                       
    accumulation period..............                              --                   --                 -- 
Net assets attributable                                                                                       
    to EQUIPLAN                                                                                               
    Contracts in                                                                                              
    accumulation period..............                              --                   --                 -- 
Net assets attributable                                                                                       
    to Momentum                                                                                               
    Contracts in                                                                                              
    accumulation period..............                         805,525            8,310,489          2,171,142 
Net assets attributable                                                                                       
    to Momentum Plus                                                                                          
    Contracts in                                                                                              
    accumulation period..............                       3,339,020           21,020,652          6,121,746 
Net assets attributable                                                                                       
    to Enhanced Momentum Plus                                                                                 
    Contracts in                                                                                              
    accumulation period .............                         146,541              564,940          2,342,303 
Net assets attributable                                                                                       
    to EQUI-VEST Series 300 & 400                                                                             
    Contracts in                                                                                              
    accumulation period..............                      22,042,506          243,929,938         86,118,730 
Actuarial reserves and                                                                                        
    other contract                                                                                            
    liabilities                                                                                               
    attributable to                                                                                           
    Contracts in payout..............                          15,674              520,685            433,639 
                                                          -----------         ------------        ----------- 
                                                          $26,349,266         $274,346,704        $97,187,560 
                                                          ===========         ============        =========== 
                                                     
</TABLE>

                                     FSA-16


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

6.  Accumulation Unit Values

    Shown below is accumulation unit value information for a unit outstanding
    throughout the periods shown. 

<TABLE>
<CAPTION>
                                             COMMON STOCK FUND--OLD CONTRACTS

                                                                       YEARS ENDED DECEMBER 31,
                                        ------------------------------------------------------------------------------------

                                          1996     1995     1994     1993     1992    1991     1990    1989    1988    1987
                                        -------  -------  -------- -------  -------  -------  ------  ------  ------  ------
<S>                                     <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>   
Unit value, beginning of period ..      $199.66  $151.67  $155.96  $125.72  $122.56  $ 89.56  $97.97  $78.37  $63.99  $59.83
                                        =======  =======  =======  =======  =======  =======  ======  ======  ======  ======

Unit value, end of period ........      $246.57  $199.66  $151.67  $155.96  $125.72  $122.56  $89.56  $97.97  $78.37  $63.99
                                        =======  =======  =======  =======  =======  =======  ======  ======  ======  ======
Number of units outstanding,
    end of period (000's) ........          345      387      438      467      525      598     694     780     895   1,079
                                        =======  =======  =======  =======  =======  =======  ======  ======  ======  ======
<CAPTION>

                                  COMMON STOCK FUND--EQUI-VEST/MOMENTUM** CONTRACTS

                                                                     YEARS ENDED DECEMBER 31,
                                       -------------------------------------------------------------------------------------

                                         1996     1995     1994     1993     1992     1991     1990    1989    1988    1987
                                       -------  -------  -------  -------  -------  --------  ------  ------  ------  ------
<S>                                    <C>      <C>      <C>      <C>      <C>      <C>       <C>     <C>     <C>     <C>   
Unit value, beginning of period ...    $162.42  $124.32  $128.81  $104.63  $102.76  $ 75.67   $83.40  $67.22  $55.30  $52.10
                                       =======  =======  =======  =======  =======  =======   ======  ======  ======  ======

Unit value, end of period .........    $199.05  $162.42  $124.32  $128.81  $104.63  $102.76   $75.67  $83.40  $67.22  $55.30
                                       =======  =======  =======  =======  =======  ========  ======  ======  ======  ======

Number of EQUI-VEST units 
    outstanding, end of
    period (000's) ................     16,933   16,292   15,749   13,917   11,841    10,292   9,670   8,645   7,252   7,349
                                       =======  =======  =======  =======  =======  ========  ======  ======  ======  ======

Number of Momentum units
    outstanding, end of
    period (000's) ................       519       403      270      120
                                      =======   =======  =======  =======

<CAPTION>
                                     COMMON STOCK FUND--EQUIPLAN CONTRACTS

                                                                     YEARS ENDED DECEMBER 31,
                                     -----------------------------------------------------------------------------------------

                                       1996     1995     1994     1993     1992     1991      1990     1989     1988    1987
                                     -------  -------  -------  -------  -------  --------  --------  -------  ------  -------
<S>                                  <C>      <C>      <C>      <C>      <C>      <C>       <C>       <C>      <C>     <C>   
Unit value, beginning of period....  $216.27  $164.29  $168.93  $136.10  $132.67  $ 96.95   $106.05   $ 84.83  $69.26  $65.62
                                     =======  =======  =======  =======  =======  =======   =======   =======  ======  ======

Unit value, end of period .........  $267.08  $216.27  $164.29  $168.93  $136.10  $132.67   $ 96.95   $106.05  $84.83  $69.56
                                     =======  =======  =======  =======  =======  =======   =======   =======  ======  ======

Number of units 
    outstanding,
    end of period (000's) .........       96      108      119      124      135       144       157      177     196     235
                                     =======  =======  =======  =======  =======  ========  ========  =======  ======  ======

<CAPTION>

                                                    COMMON STOCK FUND--MOMENTUM PLUS CONTRACTS

                                                        YEARS ENDED DECEMBER 31,      
                                                    ------------------------------        SEPTEMBER 9, 1993*
                                                      1996        1995       1994       TO DECEMBER 31, 1993
                                                    -------     -------     ------      --------------------

<S>                                                 <C>         <C>         <C>                <C>    
Unit value, beginning of period ..................  $132.47     $101.38     $105.01            $100.00
                                                    =======     =======     =======            =======

Unit value, end of period ........................  $162.39     $132.47     $101.38            $105.01
                                                    =======     =======     =======            =======

Number of units outstanding, end of period (000's)    1,039         706         330                 12
                                                    =======     =======     =======            =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-17

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

                     COMMON STOCK FUND--ENHANCED MOMENTUM PLUS CONTRACTS


                                                        SEPTEMBER 1, 1996
                                                       TO DECEMBER 31, 1996*
                                                 ------------------------------

Unit value, beginning of period .......................     $100.00
                                                            =======

Unit value, end of period .............................     $125.89
                                                            =======

Number of units outstanding, end of period (000's).....         140
                                                            =======

<TABLE>
<CAPTION>
                     COMMON STOCK FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                            YEARS ENDED DECEMBER 31,
                                                          ---------------------------    JANUARY 3, 1994*
                                                              1996        1995         TO DECEMBER 31, 1994
                                                            -------     --------      ---------------------
<S>                                                         <C>         <C>               <C>    
Unit value, beginning of period ........................    $126.78     $ 97.03           $100.00
                                                            =======     =======           =======

Unit value, end of period ..............................    $155.42     $126.78           $ 97.03
                                                            =======     =======           =======

Number of units outstanding, end of period (000's)......      3,457       1,989               948
                                                            =======     =======           =======

<CAPTION>
                     INTERMEDIATE GOVERNMENT SECURITIES FUND--EQUIPLAN CONTRACTS

                                                              YEARS ENDED DECEMBER 31,
                                 ------------------------------------------------------------------------------

                                   1996   1995    1994    1993    1992    1991    1990    1989    1988    1987
                                 ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
<S>                              <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>   
Unit value, beginning of period  $49.69  $44.04  $46.25  $42.04  $40.00  $35.17  $33.12  $28.89  $27.31  $26.81
                                 ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Unit value, end of period .....  $51.34  $49.69  $44.04  $46.25  $42.04  $40.00  $35.17  $33.12  $28.89  $27.31
                                 ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Number of units period 
    outstanding,
    end of period (000's) .....      55      50      54      58      66      74      82      91      98     120
                                 ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

<CAPTION>
                     INTERMEDIATE GOVERNMENT SECURITIES FUND--MOMENTUM CONTRACTS

                                                              YEARS ENDED DECEMBER 31,
                                                              ------------------------        JUNE 1, 1994*
                                                                 1996         1995        TO DECEMBER 31, 1994
                                                               -------      --------     ----------------------
<S>                                                            <C>          <C>               <C>    
Unit value, beginning of period ...........................    $109.80      $ 98.19           $100.00
                                                               =======      =======           =======


Unit value, end of period .................................    $112.40      $109.80           $ 98.19
                                                               =======      =======           =======

Number of units outstanding, end of period (000's).........         10            7                 1
                                                               =======      =======           =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-18


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                     INTERMEDIATE GOVERNMENT SECURITIES FUND--MOMENTUM PLUS CONTRACTS

                                                                YEARS ENDED DECEMBER 31,
                                                             -----------------------------     SEPTEMBER 9, 1993*
                                                               1996       1995       1994     TO DECEMBER 31, 1993
                                                             -------    -------    -------    --------------------
<S>                                                          <C>        <C>         <C>             <C>    
Unit value, beginning of period ...........................  $105.94    $ 94.76     $100.44         $100.00
                                                             =======    =======     =======         =======

Unit value, end of period .................................  $108.45    $105.94     $ 94.76         $100.44
                                                             =======    =======     =======         =======

Number of units outstanding, end of period (000's).........       81         88          64               1
                                                             =======    =======     =======         =======

<CAPTION>
                     INTERMEDIATE GOVERNMENT SECURITIES FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                         SEPTEMBER 1, 1996
                                                       TO DECEMBER 31, 1996*
                                                     -------------------------

<S>                                                       <C>    
Unit value, beginning of period......................     $100.00
                                                          =======

Unit value, end of period............................     $105.75
                                                          =======

Number of units outstanding, end of period (000's)...           2
                                                          =======

<CAPTION>
                     INTERMEDIATE GOVERNMENT SECURITIES FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                                YEARS ENDED DECEMBER 31,  
                                                                ------------------------      JUNE 1, 1994* 
                                                                  1996        1995         TO DECEMBER 31, 1994
                                                                -------      -------     ------------------------
 
<S>                                                             <C>          <C>                <C>    
Unit value, beginning of period ...........................     $109.80      $ 98.19            $100.00
                                                                =======      =======            =======

Unit value, end of period .................................     $112.40      $109.80            $ 98.19
                                                                =======      =======            =======

Number of units outstanding, end of period (000's) ........         146           89                 32
                                                                =======      =======            =======

<CAPTION>
                                          MONEY MARKET FUND--OLD CONTRACTS

                                                                   YEARS ENDED DECEMBER 31,
                                     ------------------------------------------------------------------------------
                                      1996    1995    1994    1993    1992    1991    1990    1989    1988   1987
                                     ------  ------  ------  ------  ------  ------  ------  ------  ------ -------
<S>                                  <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>   
Unit value, beginning of period...   $32.00  $30.44  $29.43  $28.75  $27.92  $26.47  $24.59  $22.66  $21.23  $20.01
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Unit value, end of period ........   $33.52  $32.00  $30.44  $29.43  $28.75  $27.92  $26.47  $24.59  $22.66  $21.23
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Number of units outstanding,
    end of period (000's) ........      129     140     147     168     204     246     289     310     339     419
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-19

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                 MONEY MARKET FUND--EQUI-VEST / MOMENTUM** CONTRACTS

                                                                    YEARS ENDED DECEMBER 31,
                                     ------------------------------------------------------------------------------

                                      1996    1995    1994    1993    1992    1991    1990    1989    1988    1987
                                     ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
<S>                                  <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>   
Unit value, beginning of period ...  $27.22  $26.08  $25.41  $25.01  $24.48  $23.38  $21.89  $20.32  $19.18  $18.22
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Unit value, end of period .........  $28.28  $27.22  $26.08  $25.41  $25.01  $24.48  $23.38  $21.89  $20.32  $19.18
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Number of EQUI-VEST units 
    outstanding, end of
    period (000's) ................   1,013   1,021   1,000   1,065   1,201   1,325   1,307   1,045     656     581
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Number of Momentum units
    outstanding, end of
    period (000's) ................     240     188     166      56
                                     ======  ======  ======  ======

<CAPTION>
                                   MONEY MARKET FUND--MOMENTUM PLUS CONTRACTS

                                                                   YEARS ENDED DECEMBER 31,
                                                               -------------------------------       SEPTEMBER 9, 1993*
                                                                 1996        1995       1994        TO DECEMBER 31, 1993
                                                               -------     -------     -------    -----------------------

<S>                                                            <C>         <C>         <C>               <C>    
Unit value, beginning of period ...........................    $107.55     $103.10     $100.47           $100.00
                                                               =======     =======     =======           =======


Unit value, end of period .................................    $111.75     $107.55     $103.10           $100.47
                                                               =======     =======     =======           =======

Number of units outstanding, end of period (000's).........        307         299         474                62
                                                               =======     =======     =======           =======
</TABLE>

                            MONEY MARKET FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                            SEPTEMBER 1, 1996
                                                          TO DECEMBER 31, 1996*
                                                          ---------------------


Unit value, beginning of period .........................       $100.00
                                                                =======

Unit value, end of period ...............................       $105.65
                                                                =======

Number of units outstanding, end of period (000's).......            13
                                                                =======

<TABLE>
<CAPTION>
                        MONEY MARKET FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                                YEARS ENDED DECEMBER 31,
                                                                -----------------------       JANUARY 3, 1994*
                                                                  1996        1995          TO DECEMBER 31, 1994
                                                                -------     -------    ------------------------------
<S>                                                             <C>         <C>                <C>    
Unit value, beginning of period ...........................     $107.04     $102.61            $100.00
                                                                =======     =======            =======

Unit value, end of period .................................     $111.21     $107.04            $102.61
                                                                =======     =======            =======

Number of units outstanding, end of period (000's).........         165          81                 63
                                                                =======     =======            =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-20

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                   BALANCED FUND--EQUI-VEST / MOMENTUM** CONTRACTS

                                                                  YEARS ENDED DECEMBER 31,
                                     ------------------------------------------------------------------------------

                                      1996    1995    1994    1993    1992    1991    1990    1989    1988    1987
                                     ------  ------  ------  ------  ------  ------  ------  ------  ------  ------

<S>                                  <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>   
Unit value, beginning of period ...  $30.92  $26.18  $28.85  $26.04  $27.17  $19.40  $19.69  $15.80  $13.95  $14.69
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Unit value, end of period .........  $34.06  $30.92  $26.18  $28.85  $26.04  $27.17  $19.40  $19.69  $15.80  $13.95
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Number of EQUI-VEST units 
    outstanding, end of
    period (000's) ................  28,319  30,212  32,664  31,259  25,975  21,100  19,423  16,810  15,335  17,370
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Number of Momentum units
    outstanding, end of
    period (000's).................   1,057     957     776     348
                                     ======  ======  ======  ======

<CAPTION>
                                  BALANCED FUND--MOMENTUM PLUS CONTRACTS


                                                              YEARS ENDED DECEMBER 31,
                                                             -------------------------       SEPTEMBER 9, 1993*
                                                               1996    1995     1994        TO DECEMBER 31, 1993
                                                             -------  ------   -------      ---------------------

<S>                                                          <C>      <C>       <C>                <C>    
Unit value, beginning of period ...........................  $108.95   $92.22   $101.63            $100.00
                                                             =======  =======   =======            =======

Unit value, end of period .................................  $120.01  $108.95   $ 92.22            $101.63
                                                             =======  =======   =======            =======

Number of units outstanding, end of period (000's).........      417      336       188                  9
                                                             =======  =======   =======            =======
</TABLE>

                                 BALANCED FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                           SEPTEMBER 1, 1996*
                                                          TO DECEMBER 31, 1996
                                                          --------------------


Unit value, beginning of period........................          $100.00
                                                                 =======

Unit value, end of period..............................          $114.16
                                                                 =======

Number of units outstanding, end of period (000's).....               48
                                                                 =======

<TABLE>
<CAPTION>
                          BALANCED FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                            YEARS ENDED DECEMBER 31,
                                                            -----------------------     JANUARY 3, 1994*
                                                               1996         1995      TO DECEMBER 31, 1994
                                                             -------      -------    ----------------------
<S>                                                          <C>          <C>               <C>    
Unit value, beginning of period ...........................  $108.26      $ 91.64           $100.00
                                                             =======      =======           =======

Unit value, end of period .................................  $119.26      $108.26           $ 91.64
                                                             =======      =======           =======

Number of units outstanding, end of period (000's).........      548          386               289
                                                             =======      =======           =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                    FSA-21

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                               AGGRESSIVE STOCK FUND--EQUI-VEST / MOMENTUM** CONTRACTS

                                                                 YEARS ENDED DECEMBER 31,
                                     ------------------------------------------------------------------------------

                                      1996    1995    1994     1993   1992    1991    1990    1989    1988    1987
                                     ------  ------  ------  ------  ------  ------  ------  ------  ------  ------

<S>                                  <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>   
Unit value, beginning of period ...  $68.73  $52.88  $55.68  $48.30  $50.51  $27.36  $25.86  $18.09  $18.15  $18.33
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Unit value, end of period .........  $82.91  $68.73  $52.88  $55.68  $48.30  $50.51  $27.36  $25.86  $18.09  $18.15
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Number of EQUI-VEST units 
    outstanding, end of
    period (000's) ................  27,945  25,821  24,787  21,496  17,986  12,962   9,545   8,134   8,972  10,180
                                     ======  ======  ======  ======  ======  ======  ======  ======  ======  ======

Number of Momentum units
    outstanding, end of
    period (000's) ................   1,281     969     620     258
                                     ======  ======  ======  ======

<CAPTION>
                                  AGGRESSIVE STOCK FUND--MOMENTUM PLUS CONTRACTS

                                                           YEARS ENDED DECEMBER 31,
                                                        -----------------------------     SEPTEMBER 9, 1993*
                                                          1996       1995       1994     TO DECEMBER 31, 1993
                                                        -------    -------    -------    ---------------------
<S>                                                     <C>        <C>        <C>              <C>    
Unit value, beginning of period ......................  $130.50    $100.49    $105.90          $100.00
                                                        =======    =======    =======          =======

Unit value, end of period ............................  $157.31    $130.50    $100.49          $105.90
                                                        =======    =======    =======          =======

Number of units outstanding, end of period (000's)....    1,070        718        350               12
                                                        =======    =======    =======          =======
</TABLE>

                         AGGRESSIVE STOCK FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                           SEPTEMBER 1, 1996
                                                         TO DECEMBER 31, 1996*
                                                       -------------------------

Unit value, beginning of period........................         $100.00
                                                                =======

Unit value, end of period..............................         $125.54
                                                                =======

Number of units outstanding, end of period (000's).....             109
                                                                =======

<TABLE>
<CAPTION>
                                  AGGRESSIVE STOCK FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                        YEARS ENDED DECEMBER 31,
                                                       ------------------------    JANUARY 3, 1994*
                                                         1996           1995     TO DECEMBER 31, 1994
                                                        ------        -------    --------------------

<S>                                                     <C>            <C>              <C>    
Unit value, beginning of period ......................  $123.95        $ 95.45          $100.00
                                                        =======        =======          =======

Unit value, end of period ............................  $149.41        $123.95          $ 95.45
                                                        =======        =======          =======

Number of units outstanding, end of period (000's)....    2,468          1,310              664
                                                        =======        =======          =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-22


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                              GROWTH INVESTORS FUND--MOMENTUM CONTRACTS

                                                                  YEARS ENDED DECEMBER 31,                                   
                                                         --------------------------------------             JUNE 1, 1994* 
                                                                 1996               1995                 TO DECEMBER 31, 1994
                                                         ------------------   -----------------       --------------------------

<S>                                                            <C>                 <C>                      <C>    
Unit value, beginning of period......................          $120.08             $ 96.31                  $100.00
                                                               =======             =======                  =======

Unit value, end of period............................          $133.40             $120.08                  $ 96.31
                                                               =======             =======                  =======         

Number of units outstanding, end of period (000's)...              110                  57                       10
                                                               =======             =======                  =======

<CAPTION>
                           GROWTH INVESTORS FUND--MOMENTUM PLUS CONTRACTS

                                                                  YEARS ENDED DECEMBER 31,
                                                         ------------------------------------------       SEPTEMBER 9, 1993*       
                                                             1996           1995              1994       TO DECEMBER 31, 1993
                                                         -----------     ----------     -----------     -----------------------


<S>                                                        <C>            <C>           <C>                    <C>    
Unit value, beginning of period......................      $121.49        $ 97.45       $101.99                $100.00
                                                           =======        =======       =======                =======

Unit value, end of period............................      $134.95        $121.49       $ 97.45                $101.99
                                                           =======        =======       =======                =======

Number of units outstanding, end of period (000's)...          508            375           188                     13
                                                           =======        =======       =======                =======

<CAPTION>
                              GROWTH INVESTORS FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                        SEPTEMBER 1, 1996
                                                      TO DECEMBER 31, 1996*
                                                      ---------------------


<S>                                                           <C>    
Unit value, beginning of period......................         $100.00
                                                              =======

Unit value, end of period............................         $116.95
                                                              =======

Number of units outstanding, end of period (000's)...              15
                                                              =======

<CAPTION>
                           GROWTH INVESTORS FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                         YEARS ENDED DECEMBER 31,                                  
                                                     ------------------------------           JANUARY 3, 1994*               
                                                         1996              1995            TO DECEMBER 31, 1994
                                                     -----------        -----------       -----------------------

<S>                                                     <C>               <C>                   <C>    
Unit value, beginning of period......................   $120.08           $ 96.31               $100.00
                                                        =======           =======               =======

Unit value, end of period............................   $133.40           $120.08               $ 96.31
                                                        =======           =======               =======

Number of units outstanding, end of period (000's)...     3,325             2,113                 1,023
                                                        =======           =======               =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-23
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                             CONSERVATIVE INVESTORS FUND--MOMENTUM CONTRACTS

                                                          YEARS ENDED DECEMBER 31,                                  
                                                     ---------------------------------           JUNE 1, 1994*
                                                          1996              1995             TO DECEMBER 31, 1994
                                                     ---------------    --------------     -------------------------

<S>                                                      <C>               <C>                      <C>    
Unit value, beginning of period......................    $112.97           $ 95.10                  $100.00
                                                         =======           =======                  =======
                                                                                            

Unit value, end of period............................    $117.25           $112.97                  $ 95.10
                                                         =======           =======                  =======

Number of units outstanding, end of period (000's)...         18                11                        3
                                                         =======           =======                  =======

<CAPTION>
                             CONSERVATIVE INVESTORS FUND--MOMENTUM PLUS CONTRACTS

                                                              YEARS ENDED DECEMBER 31,      
                                                        ----------------------------------        SEPTEMBER 9, 1993*      
                                                           1996        1995         1994         TO DECEMBER 31, 1993
                                                        ---------    ---------   ---------     -------------------------

<S>                                                      <C>          <C>          <C>                  <C>    
Unit value, beginning of period......................    $110.81      $ 93.29      $98.60               $100.00
                                                         =======      =======      ======               =======
                                                                                                      

Unit value, end of period............................    $114.99      $110.81      $93.29               $ 98.60
                                                         =======      =======      ======               =======

Number of units outstanding, end of period (000's)...        136          129          92                    10
                                                         =======      =======      ======               =======

<CAPTION>
                             CONSERVATIVE INVESTORS FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                          SEPTEMBER 1, 1996
                                                         TO DECEMBER 31, 1996*
                                                     ---------------------------


<S>                                                         <C>    
Unit value, beginning of period......................       $100.00
                                                            =======

Unit value, end of period............................       $109.47
                                                            =======

Number of units outstanding, end of period (000's)...             5
                                                            =======

<CAPTION>
                                  CONSERVATIVE INVESTORS FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                                            YEARS ENDED DECEMBER 31,
                                                           -------------------------------------------------------
                                                                  1996               1995                  1994
                                                           -------------         -----------           -----------
<S>                                                            <C>                 <C>                   <C>    
Unit value, beginning of period......................          $112.97             $ 95.10               $100.00
                                                               =======             =======               =======       
                                                                                               

Unit value, end of period............................          $117.25             $112.97               $ 95.10
                                                               =======             =======               =======
                                                                     

Number of units outstanding, end of period (000's)...              567                 491                   325
                                                               =======             =======               =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-24


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                           HIGH YIELD FUND--MOMENTUM CONTRACTS

                                                           YEARS ENDED DECEMBER 31,    
                                                       ------------------------------        JUNE 1, 1994* TO
                                                           1996               1995          DECEMBER 31, 1994
                                                       -----------         ----------    ------------------------

<S>                                                      <C>                <C>                  <C>    
Unit value, beginning of period .....................    $113.44            $ 95.88              $100.00
                                                         =======            =======              =======

Unit value, end of period ...........................    $137.53            $113.44              $ 95.88
                                                         =======            =======              =======

Number of units outstanding, end of period (000's) ..         18                  7                    1
                                                         =======            =======              =======

<CAPTION>
                                     HIGH YIELD FUND--MOMENTUM PLUS CONTRACTS

                                                                     YEARS ENDED DECEMBER 31,                              
                                                       ------------------------------------------        SEPTEMBER 9, 1993*        
                                                            1996            1995         1994           TO DECEMBER 31, 1993
                                                       --------------   -----------   -----------     -------------------------

<S>                                                        <C>            <C>          <C>                     <C>    
Unit value, beginning of period......................      $121.10        $102.37      $106.74                 $100.00
                                                           =======        =======      =======                 =======     

Unit value, end of period............................      $146.80        $121.10      $102.37                 $106.74
                                                           =======        =======      =======                 =======

Number of units outstanding, end of period (000's)...           94             70           38                       1
                                                           =======        =======      =======                 =======
</TABLE>

                               HIGH YIELD FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                         SEPTEMBER 1, 1996
                                                       TO DECEMBER 31, 1996*
                                                     --------------------------


Unit value, beginning of period......................         $100.00
                                                              =======

Unit value, end of period............................         $127.46
                                                              =======

Number of units outstanding, end of period (000's)...               5
                                                              =======

<TABLE>
<CAPTION>
                                HIGH YIELD FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                          YEARS ENDED DECEMBER 31,
                                                       ----------------------------          JANUARY 3, 1994*
                                                            1996           1995            TO DECEMBER 31, 1994
                                                       ------------    ------------     --------------------------

<S>                                                       <C>             <C>                   <C>    
Unit value, beginning of period......................     $113.44         $ 95.88               $100.00
                                                          =======         =======               =======  

Unit value, end of period............................     $137.53         $113.44               $ 95.88
                                                          =======         =======               =======

Number of units outstanding, end of period (000's)...         444             209                    99
                                                          =======         =======               =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-25

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                          GLOBAL FUND--MOMENTUM CONTRACTS

                                                                                                 
                                                            YEARS ENDED DECEMBER 31,          
                                                        ------------------------------           JUNE 1, 1994*
                                                            1996              1995           TO DECEMBER 31, 1994
                                                        -------------     ------------       -----------------------

<S>                                                       <C>                <C>                    <C>    
Unit value, beginning of period......................     $122.06            $104.12                $100.00
                                                          =======            =======                =======

Unit value, end of period............................     $138.00            $122.06                $104.12
                                                          =======            =======                =======

Number of units outstanding, end of period (000's)...         116                 62                     16
                                                          =======            =======                =======

<CAPTION>
                                          GLOBAL FUND--MOMENTUM PLUS CONTRACTS

                                                                     YEARS ENDED DECEMBER 31,      
                                                        ----------------------------------------------      SEPTEMBER 9, 1993* 
                                                            1996               1995            1994        TO DECEMBER 31, 1993
                                                        -------------      -----------     -----------    ------------------------

<S>                                                        <C>               <C>             <C>                 <C>    
Unit value, beginning of period......................      $124.30           $106.04         $102.14             $100.00
                                                           =======           =======         =======             ========

Unit value, end of period............................      $140.51           $124.30         $106.04             $102.14
                                                           =======           =======         =======             =======

Number of units outstanding, end of period (000's)...          459               391             223                   8
                                                           =======           =======         =======             =======
</TABLE>

                                   GLOBAL FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                         SEPTEMBER 1, 1996
                                                       TO DECEMBER 31, 1996*
                                                     -------------------------


Unit value, beginning of period......................       $100.00
                                                            =======

Unit value, end of period............................       $116.37
                                                            =======

Number of units outstanding, end of period (000's)...            13
                                                            =======

<TABLE>
<CAPTION>
                               GLOBAL FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                              YEARS ENDED DECEMBER 31,
                                                       ---------------------------------            JANUARY 3, 1994* 
                                                            1996               1995               TO DECEMBER 31, 1994
                                                       ---------------     -------------       -------------------------

<S>                                                        <C>                <C>                      <C>    
Unit value, beginning of period......................      $122.06            $104.12                  $100.00
                                                           =======            =======                  =======

Unit value, end of period............................      $138.00            $122.06                  $104.12
                                                           =======            =======                  =======

Number of units outstanding, end of period (000's)...        2,995              2,121                    1,305
                                                           =======            =======                  =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-26

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                 GROWTH & INCOME FUND--MOMENTUM CONTRACTS

                                                               YEARS ENDED DECEMBER 31,
                                                        -------------------------------------                JUNE 1, 1994*
                                                              1996                 1995                  TO DECEMBER 31, 1994
                                                        ---------------       ---------------         --------------------------

<S>                                                         <C>                    <C>                        <C>    
Unit value, beginning of period......................       $121.02                $ 98.86                    $100.00
                                                            =======                =======                    =======

Unit value, end of period............................       $143.37                $121.02                    $ 98.86
                                                            =======                =======                    =======

Number of units outstanding, end of period (000's)...            41                     17                          4
                                                            =======                =======                    =======

<CAPTION>
                                 GROWTH & INCOME FUND--MOMENTUM PLUS CONTRACTS

                                                                 YEARS ENDED DECEMBER 31,  
                                                        -------------------------------------                JUNE 1, 1994*    
                                                              1996                  1995                 TO DECEMBER 31, 1994
                                                        ---------------       ---------------         --------------------------

<S>                                                         <C>                   <C>                         <C>    
Unit value, beginning of period......................       $121.25               $ 99.06                     $100.00
                                                            =======               =======                     =======

Unit value, end of period............................       $143.63               $121.25                     $ 99.06
                                                            =======               =======                     =======

Number of units outstanding, end of period (000's)...           121                    67                           9
                                                            =======               =======                     =======

<CAPTION>
                           GROWTH & INCOME FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                         SEPTEMBER 1, 1996
                                                       TO DECEMBER 31, 1996*
                                                      ----------------------


<S>                                                           <C>    
Unit value, beginning of period......................         $100.00
                                                              =======

Unit value, end of period............................         $123.61
                                                              =======

Number of units outstanding, end of period (000's)...               3
                                                              =======

<CAPTION>
                           GROWTH & INCOME FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                                 YEARS ENDED DECEMBER 31,  
                                                        -------------------------------------              JANUARY 3, 1994*
                                                             1996                   1995                 TO DECEMBER 31, 1994
                                                        --------------        ---------------         --------------------------

<S>                                                        <C>                    <C>                         <C>    
Unit value, beginning of period......................      $121.02                $ 98.86                     $100.00
                                                           =======                =======                     =======

Unit value, end of period............................      $143.37                $121.02                     $ 98.86
                                                           =======                =======                     =======

Number of units outstanding, end of period (000's)...          975                    498                         210
                                                           =======                =======                     =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-27

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                        QUALITY BOND FUND--MOMENTUM CONTRACTS

                                                             YEARS ENDED DECEMBER 31,
                                                        ---------------------------------              JUNE 1, 1994*    
                                                            1996                1995               TO DECEMBER 31, 1994
                                                        -------------       -------------        ------------------------

<S>                                                        <C>                 <C>                       <C>    
Unit value, beginning of period......................      $108.38             $ 93.87                   $100.00
                                                           =======             =======                   ======= 

Unit value, end of period............................      $112.65             $108.38                   $ 93.87
                                                           =======             =======                   =======

Number of units outstanding, end of period (000's)...            7                   4                         1
                                                           =======             =======                   =======

<CAPTION>
                                        QUALITY BOND FUND--MOMENTUM PLUS CONTRACTS

                                                               YEARS ENDED DECEMBER 31, 
                                                        ---------------------------------              JUNE 1, 1994*         
                                                             1996               1995               TO DECEMBER 31, 1994
                                                        -------------       -------------        ------------------------

<S>                                                        <C>                 <C>                       <C>    
Unit value, beginning of period......................      $114.38             $ 99.07                   $100.00
                                                           =======             =======                   =======

Unit value, end of period............................      $118.87             $114.38                   $ 99.07
                                                           =======             =======                   =======

Number of units outstanding, end of period (000's)...           28                  17                         3
                                                           =======             =======                   =======
</TABLE>

                           QUALITY BOND FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                       SEPTEMBER 1, 1996*
                                                      TO DECEMBER 31, 1996
                                                     -----------------------


Unit value, beginning of period......................        $100.00
                                                             ========

Unit value, end of period............................        $108.84
                                                             =======

Number of units outstanding, end of period (000's)...              1
                                                             =======

<TABLE>
<CAPTION>
                          QUALITY BOND FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                             YEARS ENDED DECEMBER 31,
                                                        ---------------------------------            JANUARY 3, 1994*
                                                            1996                1995               TO DECEMBER 31, 1994
                                                        -------------       -------------        ------------------------

<S>                                                        <C>                 <C>                       <C>    
Unit value, beginning of period......................      $108.38             $ 93.87                   $100.00
                                                           =======             =======                   =======

Unit value, end of period............................      $112.65             $108.38                   $ 93.87
                                                           =======             =======                   =======

Number of units outstanding, end of period (000's)...          196                 135                        53
                                                           =======             =======                   =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-28

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                         EQUITY INDEX FUND--MOMENTUM CONTRACTS

                                                             YEARS ENDED DECEMBER 31,
                                                        ---------------------------------              JUNE 1, 1994*
                                                            1996                 1995              TO DECEMBER 31, 1994
                                                        -------------       -------------        ------------------------

<S>                                                        <C>                 <C>                       <C>    
Unit value, beginning of period......................      $135.94             $100.95                   $100.00
                                                           =======             =======                   =======

Unit value, end of period............................      $164.12             $135.94                   $100.95
                                                           =======             =======                   =======

Number of units outstanding, end of period (000's)...           51                  12                         1
                                                           =======             =======                   =======

<CAPTION>
                                   EQUITY INDEX FUND--MOMENTUM PLUS CONTRACTS

                                                             YEARS ENDED DECEMBER 31,                                  
                                                        ---------------------------------              JUNE 1, 1994*     
                                                            1996                1995               TO DECEMBER 31, 1994
                                                        -------------       -------------        ------------------------

<S>                                                        <C>                 <C>                       <C>    
Unit value, beginning of period......................      $135.92             $100.94                   $100.00
                                                           =======             =======                   =======

Unit value, end of period............................      $164.08             $135.92                   $100.94
                                                           =======             =======                   =======

Number of units outstanding, end of period (000's)...          128                  44                         3
                                                           =======             =======                   =======
</TABLE>

                             EQUITY INDEX FUND--ENHANCED MOMENTUM PLUS CONTRACTS

                                                           SEPTEMBER 1, 1996*
                                                          TO DECEMBER 31, 1996
                                                         -----------------------


Unit value, beginning of period......................           $100.00
                                                                =======

Unit value, end of period............................           $139.70
                                                                =======

Number of units outstanding, end of period (000's)...                 4
                                                                =======

<TABLE>
<CAPTION>
                             EQUITY INDEX FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                              YEARS ENDED DECEMBER 31,
                                                        ---------------------------------             JUNE 1, 1994*
                                                             1996               1995              TO DECEMBER 31, 1994
                                                        -------------       -------------       -------------------------

<S>                                                        <C>                 <C>                       <C>    
Unit value, beginning of period......................      $135.94             $100.95                   $100.00
                                                           =======             =======                   =======

Unit value, end of period............................      $164.12             $135.94                   $100.95
                                                           =======             =======                   =======

Number of units outstanding, end of period (000's)...        1,486                 592                        47
                                                           =======             =======                   =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>
</TABLE>

                                     FSA-29


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)

DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                    INTERNATIONAL FUND--MOMENTUM CONTRACTS

                                                                  YEAR ENDED
                                                                 DECEMBER 31,                         SEPTEMBER 1, 1994*
                                                                     1996                            TO DECEMBER 31, 1995
                                                           ---------------------------         -------------------------------

<S>                                                                 <C>                                    <C>    
Unit value, beginning of period............................         $104.15                                $100.00
                                                                    =======                                =======

Unit value, end of period..................................         $112.82                                $104.15
                                                                    =======                                =======

Number of units outstanding, end of period (000's).........              19                                      0
                                                                    =======                                =======

<CAPTION>
                                     INTERNATIONAL FUND--MOMENTUM PLUS CONTRACTS

                                                                    YEAR ENDED
                                                                   DECEMBER 31,                      SEPTEMBER 1, 1994* TO
                                                                       1996                            DECEMBER 31, 1995
                                                           -----------------------------       -------------------------------

<S>                                                                 <C>                                    <C>    
Unit value, beginning of period............................         $104.15                                $100.00
                                                                    =======                                =======

Unit value, end of period..................................         $112.81                                $104.15
                                                                    =======                                =======

Number of units outstanding, end of period (000's).........              54                                      3
                                                                    =======                                =======
</TABLE>

                 INTERNATIONAL FUND--ENHANCED MOMENTUM CONTRACTS

                                                          SEPTEMBER 1, 1996
                                                        TO DECEMBER 31, 1996*
                                                       ------------------------


Unit value, beginning of period.......................           $100.00
                                                                 =======

Unit value, end of period.............................           $112.96
                                                                 =======

Number of units outstanding, end of period (000's)....                21
                                                                 =======
<TABLE>
<CAPTION>

                             INTERNATIONAL FUND--EQUI-VEST SERIES 300 AND 400 CONTRACTS

                                                                    YEAR ENDED
                                                                   DECEMBER 31,                        SEPTEMBER 1, 1994*
                                                                       1996                           TO DECEMBER 31, 1995
                                                           -----------------------------       -------------------------------

<S>                                                                 <C>                                    <C>    
Unit value, beginning of period............................         $104.15                                $100.00
                                                                    =======                                =======

Unit value, end of period..................................         $112.83                                $104.15
                                                                    =======                                =======

Number of units outstanding, end of period (000's).........             763                                    141
                                                                    =======                                =======
<FN>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.
</FN>

</TABLE>

                                     FSA-30


<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS


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

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and of cash flows
present  fairly,  in  all  material  respects,  the  financial  position  of The
Equitable  Life  Assurance  Society  of the United  States and its  subsidiaries
("Equitable  Life") at  December  31,  1996 and 1995,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its methods of accounting for long-duration participating life insurance
contracts and long-lived  assets in 1996,  for loan  impairments in 1995 and for
postemployment benefits in 1994.


Price Waterhouse LLP
New York, New York
February 10, 1997
                                      F-1

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                        1996                 1995
                                                                  -----------------    -----------------
                                                                              (IN MILLIONS)
<S>                                                               <C>                  <C>          
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.................   $    18,077.0        $    15,899.9
  Mortgage loans on real estate.................................         3,133.0              3,638.3
  Equity real estate............................................         3,297.5              3,916.2
  Policy loans..................................................         2,196.1              1,976.4
  Investment in and loans to affiliates.........................           685.0                636.6
  Other equity investments......................................           597.3                621.1
  Other invested assets.........................................           288.7                706.1
                                                                  -----------------    -----------------
      Total investments.........................................        28,274.6             27,394.6
Cash and cash equivalents.......................................           538.8                774.7
Deferred policy acquisition costs...............................         3,104.9              3,075.8
Amounts due from discontinued GIC Segment.......................           996.2              2,097.1
Other assets....................................................         2,552.2              2,718.1
Closed Block assets.............................................         8,495.0              8,582.1
Separate Accounts assets........................................        29,646.1             24,566.6
                                                                  -----------------    -----------------
TOTAL ASSETS....................................................   $    73,607.8        $    69,209.0
                                                                  =================    =================

LIABILITIES
Policyholders' account balances.................................   $    21,865.6        $    21,911.2
Future policy benefits and other policyholders' liabilities.....         4,416.6              4,007.3
Short-term and long-term debt...................................         1,766.9              1,899.3
Other liabilities...............................................         2,785.1              3,380.7
Closed Block liabilities........................................         9,091.3              9,221.4
Separate Accounts liabilities...................................        29,598.3             24,531.0
                                                                  -----------------    -----------------
      Total liabilities.........................................        69,523.8             64,950.9
                                                                  -----------------    -----------------

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

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares 
  authorized, issued and outstanding............................             2.5                  2.5
Capital in excess of par value..................................         3,105.8              3,105.8
Retained earnings...............................................           798.7                788.4
Net unrealized investment gains.................................           189.9                396.5
Minimum pension liability.......................................           (12.9)               (35.1)
                                                                  -----------------    -----------------
      Total shareholder's equity................................         4,084.0              4,258.1
                                                                  -----------------    -----------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY......................   $    73,607.8        $    69,209.0
                                                                  =================    =================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                1996               1995               1994
                                                          -----------------  -----------------  -----------------
                                                                              (IN MILLIONS)
<S>                                                       <C>                <C>                <C>          
REVENUES
Universal life and investment-type product policy fee
  income................................................   $      874.0       $       788.2      $       715.0
Premiums................................................          597.6               606.8              625.6
Net investment income...................................        2,175.9             2,088.2            1,998.6
Investment (losses) gains, net..........................           (9.8)                5.3               91.8
Commissions, fees and other income......................        1,081.8               897.1              847.4
Contribution from the Closed Block......................          125.0               143.2              137.0
                                                          -----------------  -----------------  -----------------

      Total revenues....................................        4,844.5             4,528.8            4,415.4
                                                          -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances....        1,270.2             1,248.3            1,201.3
Policyholders' benefits.................................        1,317.7             1,008.6              914.9
Other operating costs and expenses......................        2,048.0             1,775.8            1,857.7
                                                          -----------------  -----------------  -----------------

      Total benefits and other deductions...............        4,635.9             4,032.7            3,973.9
                                                          -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change...........................          208.6               496.1              441.5
Federal income taxes....................................            9.7               120.5              100.2
Minority interest in net income of consolidated
  subsidiaries..........................................           81.7                62.8               50.4
                                                          -----------------  -----------------  -----------------
Earnings from continuing operations before
  cumulative effect of accounting change................          117.2               312.8              290.9
Discontinued operations, net of Federal income taxes....          (83.8)                -                  -
Cumulative effect of accounting change, net of Federal
  income taxes..........................................          (23.1)                -                (27.1)
                                                          -----------------  -----------------  -----------------

Net Earnings............................................   $       10.3       $       312.8      $       263.8
                                                          =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                      1996               1995               1994
                                                                -----------------  -----------------  -----------------
                                                                                    (IN MILLIONS)

<S>                                                             <C>                <C>                <C>          
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning of year as
  previously reported.........................................        2,913.6             2,913.6            2,613.6
Cumulative effect on prior years of retroactive restatement
  for accounting change.......................................          192.2               192.2              192.2
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, beginning of year as restated.        3,105.8             3,105.8            2,805.8
Additional capital in excess of par value.....................            -                   -                300.0
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        3,105.8             3,105.8            3,105.8
                                                                -----------------  -----------------  -----------------

Retained earnings, beginning of year as previously reported...          781.6               484.0              217.6
Cumulative effect on prior years of retroactive restatement
  for accounting change.......................................            6.8                (8.4)              (5.8)
                                                                -----------------  -----------------  -----------------
Retained earnings, beginning of year as restated..............          788.4               475.6              211.8
Net earnings..................................................           10.3               312.8              263.8
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................          798.7               788.4              475.6
                                                                -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year
  as previously reported......................................          338.2              (203.0)             131.9
Cumulative effect on prior years of retroactive restatement
  for accounting change.......................................           58.3               (17.5)              12.7
                                                                -----------------  -----------------  -----------------
Net unrealized investment gains (losses), beginning of
  year as restated............................................          396.5              (220.5)             144.6
Change in unrealized investment (losses) gains................         (206.6)              617.0             (365.1)
                                                                -----------------  -----------------  -----------------
Net unrealized investment gains (losses), end of year.........          189.9               396.5             (220.5)
                                                                -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................          (35.1)               (2.7)             (15.0)
Change in minimum pension liability...........................           22.2               (32.4)              12.3
                                                                -----------------  -----------------  -----------------
Minimum pension liability, end of year........................          (12.9)              (35.1)              (2.7)
                                                                -----------------  -----------------  -----------------

TOTAL SHAREHOLDER'S EQUITY, END OF YEAR.......................   $    4,084.0       $     4,258.1      $     3,360.7
                                                                =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                      1996               1995               1994
                                                                -----------------  -----------------  -----------------
                                                                                    (IN MILLIONS)

<S>                                                             <C>                <C>                <C>          
Net earnings..................................................   $       10.3       $       312.8      $       263.8
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,270.2             1,248.3            1,201.3
  Universal life and investment-type policy fee income........         (874.0)             (788.2)            (715.0)
  Investment losses (gains)...................................            9.8                (5.3)             (91.8)
  Change in Federal income taxes payable......................         (197.1)              221.6               38.3
  Other, net..................................................          364.4               127.3              (19.4)
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          583.6             1,116.5              677.2
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,275.1             1,897.4            2,323.8
  Sales.......................................................        8,964.3             8,867.1            5,816.6
  Return of capital from joint ventures and limited
    partnerships..............................................           78.4                65.2               39.0
  Purchases...................................................      (12,559.6)          (11,675.5)          (7,564.7)
  Decrease (increase) in loans to discontinued GIC Segment....        1,017.0             1,226.9              (40.0)
  Other, net..................................................           56.7              (624.7)            (478.1)
                                                                -----------------  -----------------  -----------------

Net cash (used) provided by investing activities..............         (168.1)             (243.6)              96.6
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        1,925.4             2,586.5            2,082.5
    Withdrawals...............................................       (2,385.2)           (2,657.1)          (2,864.4)
  Net decrease in short-term financings.......................            (.3)              (16.4)            (173.0)
  Additions to long-term debt.................................            -                 599.7               51.8
  Repayments of long-term debt................................         (124.8)              (40.7)            (199.8)
  Proceeds from issuance of Alliance units....................            -                   -                100.0
  Payment of obligation to fund accumulated deficit of
    discontinued GIC Segment..................................            -              (1,215.4)               -
  Capital contribution from the Holding Company...............            -                   -                300.0
  Other, net..................................................          (66.5)              (48.4)              26.5
                                                                -----------------  -----------------  -----------------

Net cash (used) by financing activities.......................         (651.4)             (791.8)            (676.4)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (235.9)               81.1               97.4
Cash and cash equivalents, beginning of year..................          774.7               693.6              596.2
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      538.8       $       774.7      $       693.6
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      109.9       $        89.6      $        34.9
                                                                =================  =================  =================
  Income Taxes (Refunded) Paid................................   $      (10.0)      $       (82.7)     $        49.2
                                                                =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life") converted to a stock life insurance  company on July 22, 1992 and
        became a wholly owned subsidiary of The Equitable Companies Incorporated
        (the  "Holding   Company").   Equitable  Life's  insurance  business  is
        conducted  principally  by  Equitable  Life and its  wholly  owned  life
        insurance   subsidiary,   Equitable   Variable  Life  Insurance  Company
        ("EVLICO").  Effective January 1, 1997, EVLICO was merged into Equitable
        Life, which will continue to conduct the Company's  insurance  business.
        Equitable Life's  investment  management  business,  which comprises the
        Investment  Services  segment,  is  conducted  principally  by  Alliance
        Capital Management L.P.  ("Alliance"),  Equitable Real Estate Investment
        Management,  Inc.  ("EREIM")  and  Donaldson,  Lufkin &  Jenrette,  Inc.
        ("DLJ"), an investment banking and brokerage affiliate. AXA-UAP ("AXA"),
        a French  holding  company for an  international  group of insurance and
        related financial services  companies,  is the Holding Company's largest
        shareholder,  owning  approximately  60.8% at  December  31, 1996 (63.6%
        assuming conversion of Series E Convertible  Preferred Stock held by AXA
        and 54.4% if all  securities  convertible  into,  and options on, common
        stock were to be converted or exercised).

 2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation and Principles of Consolidation
        -----------------------------------------------------

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting principles ("GAAP").

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

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

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued  Guaranteed Interest
        Contract ("GIC") Segment (see Note 7).

        The years  "1996,"  "1995" and "1994" refer to the years ended  December
        31, 1996, 1995 and 1994, respectively.

        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1996 presentation.

                                      F-6
<PAGE>

        Closed Block
        ------------

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

        Assets  allocated to the Closed Block inure solely to the benefit of the
        holders of policies  included in the Closed Block and will not revert to
        the  benefit  of  the  Holding  Company.  The  plan  of  demutualization
        prohibits  the  reallocation,  transfer,  borrowing or lending of assets
        between the Closed Block and other portions of Equitable  Life's General
        Account,  any of its Separate  Accounts or to any affiliate of Equitable
        Life  without the approval of the New York  Superintendent  of Insurance
        (the "Superintendent").  Closed Block assets and liabilities are carried
        on the same basis as similar assets and liabilities  held in the General
        Account. The excess of Closed Block liabilities over Closed Block assets
        represents the expected  future  post-tax  contribution  from the Closed
        Block which would be  recognized  in income over the period the policies
        and contracts in the Closed Block remain in force.

        Discontinued Operations
        -----------------------

        In 1991,  the Company's  management  adopted a plan to  discontinue  the
        business  operations  of  the  GIC  Segment,  consisting  of  the  Group
        Non-Participating Wind-Up Annuities ("Wind-Up Annuities") and Guaranteed
        Interest Contract ("GIC") lines of business.  The Company  established a
        pre-tax  provision  for the  estimated  future losses of the GIC line of
        business  and a premium  deficiency  reserve for the Wind-Up  Annuities.
        Subsequent losses incurred have been charged to the two loss provisions.
        Management  reviews the  adequacy  of the  allowance  and  reserve  each
        quarter. During the fourth quarter 1996 review, management determined it
        was necessary to increase the  allowance  for expected  future losses of
        the  GIC  Segment.  Management  believes  the  loss  provisions  for GIC
        contracts  and Wind-Up  Annuities  at December  31, 1996 are adequate to
        provide  for all  future  losses;  however,  the  determination  of loss
        provisions  continues  to  involve  numerous  estimates  and  subjective
        judgments regarding the expected performance of discontinued  operations
        investment  assets.  There can be no assurance  the losses  provided for
        will not differ from the losses ultimately realized (See Note 7).

        Accounting Changes
        ------------------

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in  accordance  with the  provisions  prescribed by Statement of
        Financial   Accounting  Standards  ("SFAS")  No.  120,  "Accounting  and
        Reporting  by  Mutual  Life  Insurance   Enterprises  and  by  Insurance
        Enterprises  for Certain  Long-Duration  Participating  Contracts".  The
        effect of this change,  including the impact on the Closed Block, was to
        increase earnings from continuing operations before cumulative effect of
        accounting change by $19.2 million, net of Federal income taxes of $10.3
        million for 1996.  The financial  statements for 1995 and 1994 have been
        retroactively  restated  for the change  which  resulted  in an increase
        (decrease) in earnings before  cumulative effect of accounting change of
        $15.2 million,  net of Federal income taxes of $8.2 million,  and $(2.6)
        million,   net  of  Federal   income  tax   benefit  of  $1.0   million,
        respectively.  Shareholder's  equity  increased  $199.1  million  as  of
        January 1, 1994 for the  effect of  retroactive  application  of the new
        method.  (See  "Deferred  Policy  Acquisition  Costs,"   "Policyholders'
        Account Balances and Future Policy Benefits" and Note 6.)

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of," as of
        January 1, 1996. The statement  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances

                                      F-7
<PAGE>

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

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  This  statement
        applies to all loans,  including  loans  restructured in a troubled debt
        restructuring   involving  a  modification  of  terms.   This  statement
        addresses the  accounting  for  impairment  of a loan by specifying  how
        allowances for credit losses should be determined. Impaired loans within
        the scope of this  statement are measured  based on the present value of
        expected future cash flows discounted at the loan's  effective  interest
        rate,  at the loan's  observable  market  price or the fair value of the
        collateral if the loan is collateral dependent. The Company provides for
        impairment  of loans  through an  allowance  for  possible  losses.  The
        adoption of this  statement did not have a material  effect on the level
        of these  allowances  or on the  Company's  consolidated  statements  of
        earnings and shareholder's equity.

        Beginning  coincident  with  issuance of SFAS No. 115,  "Accounting  for
        Certain  Investments  in Debt  and  Equity  Securities,"  implementation
        guidance in November  1995,  the Financial  Accounting  Standards  Board
        ("FASB") permitted  companies a one-time  opportunity,  through December
        31, 1995, to reassess the  appropriateness  of the classification of all
        securities  held  at  that  time.  On  December  1,  1995,  the  Company
        transferred  $4,794.9  million  of  securities  classified  as  held  to
        maturity to the available for sale portfolio. As a result,  consolidated
        shareholder's equity increased by $149.4 million, net of deferred policy
        acquisition costs ("DAC"),  amounts  attributable to participating group
        annuity contracts and deferred Federal income taxes.

        In the fourth  quarter of 1994  (effective  as of January 1, 1994),  the
        Company adopted SFAS No. 112, "Employers'  Accounting for Postemployment
        Benefits,"  which  required  employers to recognize  the  obligation  to
        provide  postemployment  benefits.   Implementation  of  this  statement
        resulted in a charge for the cumulative  effect of accounting  change of
        $27.1 million, net of a Federal income tax benefit of $14.6 million.

        New Accounting Pronouncements
        -----------------------------

        The FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation,"
        which permits  entities to recognize as expense over the vesting  period
        the  fair  value of all  stock-based  awards  on the  date of grant  or,
        alternatively,  to  continue  to  apply  the  provisions  of  Accounting
        Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
        Employees,"  and  related  interpretations.  Companies  which  elect  to
        continue to apply APB  Opinion No. 25 must  provide pro forma net income
        disclosures  for employee  stock  option  grants made in 1995 and future
        years as if the fair-value-based method defined in SFAS No. 123 had been
        applied.  The Company  accounts for stock option plans  sponsored by the
        Holding  Company,  DLJ and Alliance in accordance with the provisions of
        APB Opinion No. 25 (see Note 21).

                                      F-8
<PAGE>

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Management has not yet determined  the effect of  implementing  SFAS No.
        125.

        Valuation of Investments
        ------------------------

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

        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net of unamortized  discounts and valuation  allowances.  Effective with
        the  adoption  of  SFAS  No.  114 on  January  1,  1995,  the  valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
        collateral  value.  Prior to the adoption of SFAS No. 114, the valuation
        allowances were based on losses expected by management to be realized on
        transfers  of  mortgage  loans  to  real  estate  (upon  foreclosure  or
        in-substance foreclosure),  on the disposition or settlement of mortgage
        loans and on mortgage loans  management  believed may not be collectible
        in full. In establishing  valuation  allowances,  management  previously
        considered,   among  other  things  the  estimated  fair  value  of  the
        underlying collateral.

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

        Policy loans are stated at unpaid principal balances.

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

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

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

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

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

        Investment Results and Unrealized Investment Gains (Losses)
        -----------------------------------------------------------

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

                                      F-9
<PAGE>

        Realized   investment  gains  and  losses  are  determined  by  specific
        identification  and are  presented as a component of revenue.  Valuation
        allowances are netted  against the asset  categories to which they apply
        and changes in the valuation allowances are included in investment gains
        or losses.

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

        Recognition of Insurance Income and Related Expenses
        ----------------------------------------------------

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

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

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

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

        Deferred Policy Acquisition Costs
        ---------------------------------

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

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

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1996, the expected  investment  yield ranged from
        7.30% grading to 7.68% over 13 years.  Estimated  gross margin  includes
        anticipated   premiums   and   investment   results   less   claims  and
        administrative  expenses,  changes in the net level premium  reserve and
        expected  annual  policyholder  dividends.  Deviations of actual results
        from  estimated  experience are reflected in earnings in the period such
        deviations  occur.  The effect on the DAC asset that would  result  from
        realization of unrealized gains (losses) is recognized with an offset to
        unrealized gains (losses) in consolidated shareholder's equity as of the
        balance sheet date.

                                      F-10
<PAGE>

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

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
        proportion  to  anticipated  premium  revenue  at time of issue.  In the
        fourth quarter of 1996, the DAC related to DI contracts  issued prior to
        July 1993 was written off.

        Policyholders' Account Balances and Future Policy Benefits
        ----------------------------------------------------------

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

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

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

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

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

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized  DAC of $145.0  million.  The  determination  of DI reserves
        requires  making  assumptions  and  estimates  relating  to a variety of
        factors,  including  morbidity and interest rates, claims experience and
        lapse

                                      F-11
<PAGE>

        rates based on then known facts and circumstances. Such factors as claim
        incidence  and  termination  rates can be  affected  by  changes  in the
        economic,  legal  and  regulatory  environments  and work  ethic.  While
        management believes its DI reserves have been calculated on a reasonable
        basis and are  adequate,  there  can be no  assurance  reserves  will be
        sufficient to provide for future liabilities.

        Claim reserves and  associated  liabilities  for  individual  disability
        income and major medical policies were $711.8 million and $639.6 million
        at December 31, 1996 and 1995, respectively (excluding $175.0 million of
        reserve  strengthening in 1996).  Incurred benefits  (benefits paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical policies  (excluding $175.0 million of reserve  strengthening in
        1996) are summarized as follows:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Incurred benefits related to current year..........  $       189.0       $      176.0       $      188.6
        Incurred benefits related to prior years...........           69.1               67.8               28.7
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       258.1       $      243.8       $      217.3
                                                            =================   ================   =================
        Benefits paid related to current year..............  $        32.6       $       37.0       $       43.7
        Benefits paid related to prior years...............          153.3              137.8              132.3
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       185.9       $      174.8       $      176.0
                                                            =================   ================   =================
</TABLE>

        Policyholders' Dividends
        ------------------------

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

        Equitable  Life is subject  to  limitations  on the amount of  statutory
        profits  which can be  retained  with  respect  to  certain  classes  of
        individual  participating  policies  that were in force on July 22, 1992
        which  are  not  included  in the  Closed  Block  and  with  respect  to
        participating  policies  issued  subsequent  to July  22,  1992.  Excess
        statutory  profits,  if  any,  will  be  distributed  over  time to such
        policyholders and will not be available to Equitable Life's shareholder.
        Earnings  in  excess  of  limitations,  if  any,  would  be  accrued  as
        policyholders' dividends.

        At December 31, 1996,  participating  policies,  including  those in the
        Closed Block, represent  approximately 24.2% ($52.3 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes
        --------------------

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

        Separate Accounts
        -----------------

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

                                      F-12
<PAGE>

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

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1996, 1995 and 1994,  investment  results of
        such  Separate  Accounts  were $2,970.6  million,  $1,963.2  million and
        $665.2 million, respectively.

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

                                      F-13
<PAGE>

 3)     INVESTMENTS

        The following tables provide  additional  information  relating to fixed
maturities and equity securities:

<TABLE>
<CAPTION>
                                                                        GROSS               GROSS
                                                   AMORTIZED          UNREALIZED         UNREALIZED         ESTIMATED
                                                      COST              GAINS              LOSSES           FAIR VALUE
                                                -----------------  -----------------   ----------------   ---------------
                                                                             (IN MILLIONS)
        <S>                                     <C>                <C>                 <C>                <C>         
        DECEMBER 31, 1996
        -----------------
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    13,645.2      $       451.5       $      121.0       $   13,975.7
            Mortgage-backed....................        2,015.9               11.2               20.3            2,006.8
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,539.4               39.2               19.3            1,559.3
            States and political subdivisions..           77.0                4.5                -                 81.5
            Foreign governments................          302.6               18.0                2.2              318.4
            Redeemable preferred stock.........          139.1                3.3                7.1              135.3
                                                -----------------  -----------------   ----------------   ---------------
        Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9       $   18,077.0
                                                =================  =================   ================   ===============
        Equity Securities:
          Common stock.........................  $        98.7      $        49.3       $       17.7       $      130.3
                                                =================  =================   ================   ===============

        December 31, 1995
        -----------------
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    10,910.7      $       617.6       $      118.1       $   11,410.2
            Mortgage-backed....................        1,838.0               31.2                1.2            1,868.0
            U.S. Treasury securities and
              U.S. government and
              agency securities................        2,257.0               77.8                4.1            2,330.7
            States and political subdivisions..           45.7                5.2                -                 50.9
            Foreign governments................          124.5               11.0                 .2              135.3
            Redeemable preferred stock.........          108.1                5.3                8.6              104.8
                                                -----------------  -----------------   ----------------   ---------------
        Total Available for Sale...............  $    15,284.0      $       748.1       $      132.2       $   15,899.9
                                                =================  =================   ================   ===============
        Equity Securities:
          Common stock.........................  $        97.3      $        49.1       $       18.0       $      128.4
                                                =================  =================   ================   ===============
</TABLE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities without a readily ascertainable market value, the Company has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach, including provisions for credit risk, generally based upon the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        value for equity  securities,  substantially  all of which do not have a
        readily  ascertainable market value, has been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1996 and 1995,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,915.7 million and $3,748.9 million,  respectively, had estimated fair
        values of $4,024.6 million and $3,981.8 million, respectively.

                                      F-14
<PAGE>

        The contractual maturity of bonds at December 31, 1996 is shown below:

                                                   AVAILABLE FOR SALE
                                           ------------------------------------
                                              AMORTIZED          ESTIMATED
                                                COST             FAIR VALUE
                                           ----------------   -----------------
                                                      (IN MILLIONS)

        Due in one year or less...........  $      539.6       $      542.5
        Due in years two through five.....       2,776.2            2,804.0
        Due in years six through ten......       6,044.7            6,158.1
        Due after ten years...............       6,203.7            6,430.3
        Mortgage-backed securities........       2,015.9            2,006.8
                                           ----------------   -----------------
        Total.............................  $   17,580.1       $   17,941.7
                                           ================   =================

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

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        the total  investments  in any single  issuer or total  investment  in a
        particular  industry  group.  Certain  of  these  corporate  high  yield
        securities are classified as other than investment  grade by the various
        rating  agencies,  i.e., a rating below Baa or National  Association  of
        Insurance Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5
        (below  investment  grade) or 6 (in or near  default).  At December  31,
        1996,  approximately 14.20% of the $17,563.7 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
        than investment grade.

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

        The Company has  restructured  or  modified  the terms of certain  fixed
        maturity  investments.  The fixed maturity  portfolio includes amortized
        costs of $5.5  million and $15.9  million at December 31, 1996 and 1995,
        respectively,  of such  restructured  securities.  These amounts include
        fixed  maturities  which are in default as to principal  and/or interest
        payments,  are to be restructured pursuant to commenced  negotiations or
        where the  borrowers  went into  bankruptcy  subsequent  to  acquisition
        (collectively,  "problem  fixed  maturities")  of $2.2  million and $1.6
        million as of December 31, 1996 and 1995,  respectively.  Gross interest
        income that would have been  recorded in  accordance  with the  original
        terms of restructured  fixed maturities  amounted to $1.4 million,  $3.0
        million and $7.5  million in 1996,  1995 and 1994,  respectively.  Gross
        interest  income on these fixed  maturities  included in net  investment
        income  aggregated $1.3 million,  $2.9 million and $6.8 million in 1996,
        1995 and 1994, respectively.

                                      F-15
<PAGE>

        Investment valuation allowances and changes thereto are shown below:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Balances, beginning of year........................  $       325.3       $      284.9       $      355.6
        SFAS No. 121 release...............................         (152.4)               -                  -
        Additions charged to income........................          125.0              136.0               51.0
        Deductions for writedowns and
          asset dispositions...............................         (160.8)             (95.6)            (121.7)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       137.1       $      325.3       $      284.9
                                                            =================   ================   =================
        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        50.4       $       65.5       $       64.2
          Equity real estate...............................           86.7              259.8              220.7
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       137.1       $      325.3       $      284.9
                                                            =================   ================   =================
</TABLE>

        At December 31, 1996, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $25.0 million
        of fixed maturities and $2.6 million of mortgage loans on real estate.

        At  December  31,  1996 and 1995,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $12.4  million  (0.4% of total
        mortgage loans on real estate) and $87.7 million (2.4% of total mortgage
        loans on real estate), respectively.

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $388.3
        million and $531.5 million at December 31, 1996 and 1995,  respectively.
        These amounts include $1.0 million and $3.8 million of problem  mortgage
        loans on real estate at December 31, 1996 and 1995, respectively.  Gross
        interest income on restructured mortgage loans on real estate that would
        have been recorded in accordance  with the original  terms of such loans
        amounted to $35.5 million, $52.1 million and $44.9 million in 1996, 1995
        and 1994, respectively. Gross interest income on these loans included in
        net investment income aggregated $28.2 million,  $37.4 million and $32.8
        million in 1996, 1995 and 1994, respectively.

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

<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,
                                                                            ----------------------------------------
                                                                                   1996                 1995
                                                                            -------------------  -------------------
                                                                                         (IN MILLIONS)

        <S>                                                                 <C>                  <C>           
        Impaired mortgage loans with provision for losses..................  $        340.0       $        310.1
        Impaired mortgage loans with no provision for losses...............           122.3                160.8
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           462.3                470.9
        Provision for losses...............................................            46.4                 62.7
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        415.9       $        408.2
                                                                            ===================  ===================
</TABLE>

        Impaired mortgage loans with no provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure impairment is recorded on a

                                      F-16
<PAGE>

        cash basis.  Interest  income on loans where the present value method is
        used to measure  impairment is accrued on the net carrying  value amount
        of the loan at the  interest  rate  used to  discount  the  cash  flows.
        Changes in the present  value  attributable  to changes in the amount or
        timing of  expected  cash  flows are  reported  as  investment  gains or
        losses.

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

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1996 and 1995,  the  carrying  value of equity real estate
        available  for sale  amounted  to $345.6  million  and  $255.5  million,
        respectively.  For 1996,  1995 and 1994,  respectively,  real  estate of
        $58.7  million,  $35.3  million  and  $189.8  million  was  acquired  in
        satisfaction  of debt. At December 31, 1996 and 1995,  the Company owned
        $771.7 million and $862.7 million, respectively, of real estate acquired
        in satisfaction of debt.

        Depreciation of real estate is computed using the  straight-line  method
        over the estimated useful lives of the properties, which generally range
        from 40 to 50 years.  Accumulated depreciation on real estate was $587.5
        million and $662.4 million at December 31, 1996 and 1995,  respectively.
        Depreciation  expense  on real  estate  totaled  $91.8  million,  $121.7
        million and $117.0 million for 1996, 1995 and 1994,  respectively.  As a
        result  of  the   implementation   of  SFAS  No.  121,  during  1996  no
        depreciation  expense has been  recorded on real  estate  available  for
        sale.

                                      F-17
<PAGE>

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial  information of real estate joint ventures
        (34 and 38  individual  ventures  as of  December  31,  1996  and  1995,
        respectively) and of limited  partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
        follows:

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1996                1995
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
        <S>                                                                     <C>                <C>         
        FINANCIAL POSITION
        Investments in real estate, at depreciated cost........................  $    1,883.7       $    2,684.1
        Investments in securities, generally at estimated fair value...........       2,430.6            2,459.8
        Cash and cash equivalents..............................................          98.0              489.1
        Other assets...........................................................         427.0              270.8
                                                                                ----------------   -----------------
        Total assets...........................................................       4,839.3            5,903.8
                                                                                ----------------   -----------------
        Borrowed funds - third party...........................................       1,574.3            1,782.3
        Borrowed funds - the Company...........................................         137.9              220.5
        Other liabilities......................................................         415.8              593.9
                                                                                ----------------   -----------------
        Total liabilities......................................................       2,128.0            2,596.7
                                                                                ----------------   -----------------

        Partners' Capital......................................................  $    2,711.3       $    3,307.1
                                                                                ================   =================

        Equity in partners' capital included above.............................  $      806.8       $      902.2
        Equity in limited partnership interests not included above.............         201.8              212.8
        Other..................................................................           9.8                8.9
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $    1,018.4       $    1,123.9
                                                                                ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       348.9       $      463.5       $      537.7
        Revenues of other limited partnership interests....          386.1              242.3              103.4
        Interest expense - third party.....................         (111.0)            (135.3)            (114.9)
        Interest expense - the Company.....................          (30.0)             (41.0)             (36.9)
        Other expenses.....................................         (282.5)            (397.7)            (430.9)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       311.5       $      131.8       $       58.4
                                                            =================   ================   =================
        Equity in net earnings included above..............  $        73.9       $       49.1       $       18.9
        Equity in net earnings of limited partnerships
          interests not included above.....................           35.8               44.8               25.3
        Other..............................................             .9                1.0                1.8
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $       110.6       $       94.9       $       46.0
                                                            =================   ================   =================
</TABLE>

                                      F-18
<PAGE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:

<TABLE>
<CAPTION>
                                                   1996               1995                1994
                                             -----------------   ----------------   -----------------
                                                                  (IN MILLIONS)

        <S>                                  <C>                 <C>                <C>         
        Fixed maturities....................  $     1,307.4       $    1,151.1       $    1,036.5
        Mortgage loans on real estate.......          303.0              329.0              385.7
        Equity real estate..................          442.4              560.4              561.8
        Other equity investments............           94.3               76.9               36.1
        Policy loans........................          160.3              144.4              122.7
        Other investment income.............          217.4              273.0              322.4
                                             -----------------   ----------------   -----------------

          Gross investment income...........        2,524.8            2,534.8            2,465.2
                                             -----------------   ----------------   -----------------

          Investment expenses...............          348.9              446.6              466.6
                                             -----------------   ----------------   -----------------

        Net Investment Income...............  $     2,175.9       $    2,088.2       $    1,998.6
                                             =================   ================   =================

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

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

        <S>                                                 <C>                 <C>                <C>          
        Fixed maturities...................................  $        60.5       $      119.9       $      (14.3)
        Mortgage loans on real estate......................          (27.3)             (40.2)             (43.1)
        Equity real estate.................................          (79.7)             (86.6)              20.6
        Other equity investments...........................           18.9               12.8               75.9
        Issuance and sales of Alliance Units...............           20.6                -                 52.4
        Other..............................................           (2.8)               (.6)                .3
                                                            -----------------   ----------------   -----------------
        Investment (Losses) Gains, Net.....................  $        (9.8)      $        5.3       $       91.8
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $29.9 million,  $46.7 million
        and $30.8 million for 1996, 1995 and 1994, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted to $23.7 million for the year ended December 31, 1996.

        For 1996,  1995 and 1994,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $8,353.5
        million,  $8,206.0 million and $5,253.9  million.  Gross gains of $154.2
        million,  $211.4  million and $65.2  million  and gross  losses of $92.7
        million, $64.2 million and $50.8 million, respectively, were realized on
        these sales. The change in unrealized  investment (losses) gains related
        to fixed maturities  classified as available for sale for 1996, 1995 and
        1994  amounted  to  $(258.0)  million,  $1,077.2  million  and  $(742.2)
        million, respectively.

        During  each  of 1995  and  1994,  one  security  classified  as held to
        maturity was sold.  During the eleven months ended November 30, 1995 and
        the  year  ended  December  31,  1994,  respectively,   twelve  and  six
        securities  so  classified  were  transferred  to the available for sale
        portfolio.  All  actions  were  taken  as  a  result  of  a  significant
        deterioration in creditworthiness.  The aggregate amortized costs of the
        securities  sold were $1.0  million  and  $19.9  million  with a related
        investment  gain of $-0- million and $.8 million  recognized in 1995 and
        1994,  respectively;  the  aggregate  amortized  cost of the  securities
        transferred  was $116.0 million and $42.8 million with gross  unrealized
        investment   losses  of  $3.2  million  and  $3.1  million   charged  to
        consolidated  shareholder's  equity for the eleven months ended November
        30, 1995 and the year ended December 31,

                                      F-19
<PAGE>

        1994,  respectively.  On  December  1,  1995,  the  Company  transferred
        $4,794.9  million of  securities  classified  as held to maturity to the
        available for sale  portfolio.  As a result,  unrealized  gains on fixed
        maturities  increased  $395.6 million,  offset by DAC of $126.5 million,
        amounts  attributable to participating  group annuity contracts of $39.2
        million and deferred Federal income taxes of $80.5 million.

        For 1996,  1995 and 1994,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $136.7  million,  $131.2
        million and $175.8 million, respectively.

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  which will be determined  at a later date.  The excess of
        the purchase price,  including  acquisition costs and minority interest,
        over the fair value of Cursitor's  net assets  acquired  resulted in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3  million,  respectively,   which  are  being  amortized  over  the
        estimated useful lives of 20 years. The Company recognized an investment
        gain of $20.6  million as a result of the issuance of Alliance  Units in
        this  transaction.  At December 31,  1996,  the  Company's  ownership of
        Alliance Units was approximately 57.3%.

        In 1994, Alliance sold 4.96 million newly issued Alliance Units to third
        parties at prevailing  market prices.  The Company continues to hold its
        1% general partnership  interest in Alliance.  The Company recognized an
        investment gain of $52.4 million as a result of these transactions.

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

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

        <S>                                                 <C>                 <C>                <C>         
        Balance, beginning of year as restated.............  $       396.5       $     (220.5)      $      144.6
        Changes in unrealized investment (losses) gains....         (297.6)           1,198.9             (856.7)
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........            -                (78.1)              40.8
            DAC............................................           42.3             (216.8)             273.6
            Deferred Federal income taxes..................           48.7             (287.0)             177.2
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       189.9       $      396.5       $     (220.5)
                                                            =================   ================   =================
        Balance, end of year comprises:
          Unrealized investment gains (losses) on:
            Fixed maturities...............................  $       357.8       $      615.9       $     (461.3)
            Other equity investments.......................           31.6               31.1                7.7
            Other, principally Closed Block................           53.1               93.1               (5.1)
                                                            -----------------   ----------------   -----------------
              Total........................................          442.5              740.1             (458.7)
          Amounts of unrealized investment (gains)
            losses attributable to:
              Participating group annuity contracts........          (72.2)             (72.2)               5.9
              DAC..........................................          (52.0)             (94.3)             122.4
              Deferred Federal income taxes................         (128.4)            (177.1)             109.9
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       189.9       $      396.5       $     (220.5)
                                                            =================   ================   =================
</TABLE>

                                      F-20
<PAGE>

 6)     CLOSED BLOCK

        Summarized financial information of the Closed Block follows:

<TABLE>
<CAPTION>
                                                                                     DECEMBER 31,
                                                                         --------------------------------------
                                                                               1996                 1995
                                                                         -----------------    -----------------
                                                                                     (IN MILLIONS)
        <S>                                                              <C>                  <C>         
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $3,820.7 and $3,662.8)......................................  $    3,889.5         $    3,896.2
        Mortgage loans on real estate...................................       1,380.7              1,368.8
        Policy loans....................................................       1,765.9              1,797.2
        Cash and other invested assets..................................         336.1                440.9
        DAC.............................................................         876.5                792.6
        Other assets....................................................         246.3                286.4
                                                                         -----------------    -----------------
        Total Assets....................................................  $    8,495.0         $    8,582.1
                                                                         =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances......  $    8,999.7         $    8,923.5
        Other liabilities...............................................          91.6                297.9
                                                                         -----------------    -----------------
        Total Liabilities...............................................  $    9,091.3         $    9,221.4
                                                                         =================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Revenues
        Premiums and other revenue.........................  $       724.8       $      753.4       $      798.1
        Investment income (net of investment
          expenses of $27.3, $26.7 and $19.0)..............          546.6              538.9              523.0
        Investment losses, net.............................           (5.5)             (20.2)             (24.0)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,265.9            1,272.1            1,297.1
                                                            -----------------   ----------------   -----------------
        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,106.3            1,077.6            1,121.6
        Other operating costs and expenses.................           34.6               51.3               38.5
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,140.9            1,128.9            1,160.1
                                                            -----------------   ----------------   -----------------
        Contribution from the Closed Block.................  $       125.0       $      143.2       $      137.0
                                                            =================   ================   =================
</TABLE>

        In the fourth quarter of 1996,  the Company  adopted SFAS No. 120, which
        prescribes the accounting  for individual  participating  life insurance
        contracts,  most  of  which  are  included  in  the  Closed  Block.  The
        implementation of SFAS No. 120 resulted in an increase (decrease) in the
        contribution  from the Closed Block of $27.5 million,  $18.8 million and
        $(14.0) million in 1996, 1995 and 1994, respectively.

        The fixed  maturity  portfolio,  based on amortized  cost,  includes $.4
        million and $4.3 million at December 31, 1996 and 1995, respectively, of
        restructured  securities  which includes problem fixed maturities of $.3
        million and $1.9 million, respectively.

                                      F-21
<PAGE>

        During  the  eleven  months  ended   November  30,  1995,  one  security
        classified as held to maturity was sold and ten securities classified as
        held to maturity were  transferred to the available for sale  portfolio.
        All actions resulted from significant deterioration in creditworthiness.
        The amortized cost of the security sold was $4.2 million.  The aggregate
        amortized  cost of the  securities  transferred  was $81.3  million with
        gross unrealized investment losses of $.1 million transferred to equity.
        At December 1, 1995,  $1,750.7 million of securities  classified as held
        to maturity were  transferred to the available for sale portfolio.  As a
        result,  unrealized  gains of $88.5  million  on fixed  maturities  were
        recognized, offset by DAC amortization of $52.6 million.

        At December 31, 1996 and 1995, problem mortgage loans on real estate had
        an amortized cost of $4.3 million and $36.5 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured had an amortized cost of $114.2 million and $137.7 million,
        respectively.  At December 31, 1996 and 1995, the restructured  mortgage
        loans on real estate  amount  included  $.7  million  and $8.8  million,
        respectively, of problem mortgage loans on real estate.

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

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                   ------------------------------------
                                                                        1996                1995
                                                                   ----------------   -----------------
                                                                              (IN MILLIONS)

        <S>                                                        <C>                <C>
        Impaired mortgage loans with provision for losses.........  $       128.1      $       106.8
        Impaired mortgage loans with no provision for losses......             .6               10.1
                                                                   ----------------   -----------------
        Recorded investment in impaired mortgages.................          128.7              116.9
        Provision for losses......................................           12.9               17.9
                                                                   ----------------   -----------------
        Net Impaired Mortgage Loans...............................  $       115.8      $        99.0
                                                                   ================   =================
</TABLE>

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

        Valuation  allowances  amounted to $13.8  million  and $18.4  million on
        mortgage  loans on real  estate  and $3.7  million  and $4.3  million on
        equity  real  estate  at  December  31,  1996  and  1995,  respectively.
        Writedowns of fixed maturities amounted to $12.8 million,  $16.8 million
        and $15.9 million for 1996, 1995 and 1994,  respectively.  As of January
        1, 1996,  the  adoption of SFAS No. 121 resulted in the  recognition  of
        impairment losses of $5.6 million on real estate held and used.

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

                                      F-22
<PAGE>

 7)     DISCONTINUED OPERATIONS

        Summarized financial information of the GIC Segment follows:

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                 --------------------------------------
                                                       1996                 1995
                                                 -----------------    -----------------
                                                             (IN MILLIONS)
        <S>                                      <C>                  <C>         
        Assets
        Mortgage loans on real estate...........  $    1,111.1         $    1,485.8
        Equity real estate......................         925.6              1,122.1
        Other invested assets...................         474.0                665.2
        Other assets............................         226.1                579.3
                                                 -----------------    -----------------
        Total Assets............................  $    2,736.8         $    3,852.4
                                                 =================    =================

        Liabilities
        Policyholders' liabilities..............  $    1,335.9         $    1,399.8
        Allowance for future losses.............         262.0                164.2
        Amounts due to continuing operations....         996.2              2,097.1
        Other liabilities.......................         142.7                191.3
                                                 -----------------    -----------------
        Total Liabilities.......................  $    2,736.8         $    3,852.4
                                                 =================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>       
        Revenues
        Investment income (net of investment expenses
          of $127.5, $153.1 and $183.3)....................  $       245.4       $      323.6       $      394.3
        Investment (losses) gains, net.....................          (18.9)             (22.9)              26.8
        Policy fees, premiums and other income.............             .2                 .7                 .4
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          226.7              301.4              421.5
        Benefits and other deductions......................          250.4              326.5              443.2
        Losses charged to allowance for future losses......          (23.7)             (25.1)             (21.7)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax loss from strengthening of the
          allowance for future losses......................         (129.0)               -                  -
        Federal income tax benefit.........................           45.2                -                  -
                                                            -----------------   ----------------   -----------------
        Loss from Discontinued Operations..................  $       (83.8)      $        -         $        -
                                                            =================   ================   =================
</TABLE>

        In  1991,   management  adopted  a  plan  to  discontinue  the  business
        operations  of the GIC  Segment  consisting  of group  non-participating
        Wind-Up Annuities and the GIC lines of business.  The loss allowance and
        premium  deficiency  reserve of $569.6 million provided for in 1991 were
        based on management's best judgment at that time.

        The  Company's  quarterly  process for  evaluating  the loss  provisions
        applies  the current  period's  results of the  discontinued  operations
        against  the  allowance,  re-estimates  future  losses,  and adjusts the
        provisions,  if  appropriate.  Additionally,  as part  of the  Company's
        annual planning  process which takes place in the fourth quarter of each
        year,  investment and benefit cash flow projections are prepared.  These
        updated assumptions and estimates resulted in the need to strengthen the
        loss  provisions by $129.0  million,  resulting in a post-tax  charge of
        $83.8 million to discontinued  operations' results in the fourth quarter
        of 1996.

                                      F-23
<PAGE>

        Management  believes the loss  provisions for Wind-Up  Annuities and GIC
        contracts  at December  31, 1996 are  adequate to provide for all future
        losses;  however,  the  determination  of loss  provisions  continues to
        involve  numerous  estimates  and  subjective  judgments  regarding  the
        expected performance of discontinued operations investment assets. There
        can be no  assurance  the losses  provided  for will not differ from the
        losses  ultimately  realized.  To the  extent  actual  results or future
        projections  of the  discontinued  operations  differ from  management's
        current best estimates and assumptions  underlying the loss  provisions,
        the  difference  would be reflected in the  consolidated  statements  of
        earnings  in  discontinued  operations.  In  particular,  to the  extent
        income, sales proceeds and holding periods for equity real estate differ
        from management's previous assumptions, periodic adjustments to the loss
        provisions are likely to result.

        In January 1995, continuing  operations  transferred $1,215.4 million in
        cash to the GIC  Segment  in  settlement  of its  obligation  to provide
        assets to fund the accumulated deficit of the GIC Segment. Subsequently,
        the  GIC  Segment  remitted  $1,155.4  million  in  cash  to  continuing
        operations in partial  repayment of  borrowings  by the GIC Segment.  No
        gains or losses were  recognized on these  transactions.  Amounts due to
        continuing  operations  at  December  31,  1996,  consisted  of $1,080.0
        million borrowed by the discontinued GIC Segment offset by $83.8 million
        representing an obligation of continuing operations to provide assets to
        fund the accumulated deficit of the GIC Segment.

        Investment  income included $88.2 million of interest income for 1994 on
        amounts due from continuing  operations.  Benefits and other  deductions
        include  $114.3  million,  $154.6 million and $219.7 million of interest
        expense related to amounts borrowed from continuing  operations in 1996,
        1995 and 1994, respectively.

        Valuation  allowances  amounted  to $9.0  million  and $19.2  million on
        mortgage  loans on real estate and $20.4  million  and $77.9  million on
        equity real estate at December  31, 1996 and 1995,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        and used.  Writedowns of fixed maturities amounted to $1.6 million, $8.1
        million and $17.8  million  for 1996,  1995 and 1994,  respectively  and
        writedowns of equity real estate  subsequent to the adoption of SFAS No.
        121 amounted to $12.3 million for 1996.

        The fixed maturity  portfolio,  based on amortized  cost,  includes $6.2
        million and $15.1  million at December 31, 1996 and 1995,  respectively,
        of  restructured   securities.   These  amounts  include  problem  fixed
        maturities  of $.5  million and $6.1  million at  December  31, 1996 and
        1995, respectively.

        At December 31, 1996 and 1995, problem mortgage loans on real estate had
        amortized  costs of $7.9 million and $35.4  million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $208.1 million and $289.3 million,
        respectively.

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

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                 ------------------------------------
                                                                      1996                1995
                                                                 ----------------   -----------------
                                                                            (IN MILLIONS)
        <S>                                                      <C>                <C>          
        Impaired mortgage loans with provision for losses.......  $        83.5      $       105.1
        Impaired mortgage loans with no provision for losses....           15.0               18.2
                                                                 ----------------   -----------------
        Recorded investment in impaired mortgages...............           98.5              123.3
        Provision for losses....................................            8.8               17.7
                                                                 ----------------   -----------------
        Net Impaired Mortgage Loans.............................  $        89.7      $       105.6
                                                                 ================   =================
</TABLE>

                                      F-24
<PAGE>

        During 1996 and 1995, the GIC Segment's  average recorded  investment in
        impaired   mortgage  loans  was  $134.8  million  and  $177.4   million,
        respectively.  Interest  income  recognized on these  impaired  mortgage
        loans  totaled  $10.1  million  and $4.5  million  for  1996  and  1995,
        respectively,  including  $7.5 million and $.4 million  recognized  on a
        cash basis.

        At December  31, 1996 and 1995,  the GIC Segment had $263.0  million and
        $310.9 million, respectively, of real estate acquired in satisfaction of
        debt.

8)      SHORT-TERM AND LONG-TERM DEBT

        Short-term and long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                            --------------------------------------
                                                                  1996                 1995
                                                            -----------------    -----------------
                                                                        (IN MILLIONS)

        <S>                                                 <C>                  <C>       
        Short-term debt....................................  $      174.1         $        -
                                                            -----------------    -----------------
        Long-term debt:
        Equitable Life:
          6.95% surplus notes scheduled to mature 2005.....         399.4                399.3
          7.70% surplus notes scheduled to mature 2015.....         199.6                199.6
          Eurodollar notes, 10.5% due 1997.................           -                   76.2
          Zero coupon note, 11.25% due 1997................           -                  120.1
          Other............................................            .5                 16.3
                                                            -----------------    -----------------
              Total Equitable Life.........................         599.5                811.5
                                                            -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 4.92% - 12.50% due through 2006..         968.6              1,084.4
                                                            -----------------    -----------------
        Alliance:
          Other............................................          24.7                  3.4
                                                            -----------------    -----------------
        Total long-term debt...............................       1,592.8              1,899.3
                                                            -----------------    -----------------
        Total Short-term and Long-term Debt................  $    1,766.9         $    1,899.3
                                                            =================    =================
</TABLE>

        Short-term Debt
        ---------------

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying  interest rates.  The interest rates are
        based on external  indices  dependent  on the type of  borrowing  and at
        December 31, 1996 range from 5.73% (the London  Interbank  Offering Rate
        ("LIBOR") plus 22.5 basis points) to 8.25% (the prime rate).  There were
        no borrowings  outstanding  under this bank credit  facility at December
        31, 1996.

                                      F-25
<PAGE>

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable Life's existing $350.0 million five-year bank credit facility.
        There were no borrowings  outstanding under this program at December 31,
        1996.

        In February 1996,  Alliance entered into a new $250.0 million  five-year
        revolving  credit  facility  with a group of banks  which  replaced  its
        $100.0  million   revolving  credit  facility  and  its  $100.0  million
        commercial  paper  back-up  revolving  credit  facility.  Under  the new
        revolving credit facility, the interest rate, at the option of Alliance,
        is a floating  rate  generally  based upon a defined  prime rate, a rate
        related  to the LIBOR or the  Federal  Funds  rate.  A  facility  fee is
        payable on the total  facility.  The revolving  credit  facility will be
        used to provide back-up  liquidity for commercial paper to be used under
        Alliance's $100.0 million  commercial paper program,  to fund commission
        payments  to  financial  intermediaries  for the  sale of  Class B and C
        shares under Alliance's mutual fund distribution system, and for general
        working  capital  purposes.  As of December 31,  1996,  Alliance had not
        issued any commercial  paper under its $100.0 million  commercial  paper
        program  and  there  were no  borrowings  outstanding  under  Alliance's
        revolving credit facility.

        At December 31, 1996, long-term debt expected to mature in 1997 totaling
        $174.1 million was reclassified as short-term debt.

        Long-term Debt
        --------------

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

        On December 18, 1995,  Equitable Life issued, in accordance with Section
        1307 of the New York  Insurance  Law,  $400.0  million of surplus  notes
        having an interest rate of 6.95%  scheduled to mature in 2005 and $200.0
        million of surplus notes having an interest  rate of 7.70%  scheduled to
        mature  in 2015  (together,  the  "Surplus  Notes").  Proceeds  from the
        issuance  of the  Surplus  Notes  were  $596.6  million,  net of related
        issuance costs.  The unamortized  discount on the Surplus Notes was $1.0
        million at December  31,  1996.  Payments of interest on or principal of
        the Surplus Notes are subject to prior approval by the Superintendent.

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,406.4  million and $1,629.7 million at December 31, 1996
        and 1995, respectively, as collateral for certain long-term debt.

        At December 31, 1996,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1997 and the succeeding
        four years are $494.9  million,  $316.7  million,  $19.7  million,  $5.4
        million, $0 million, respectively, and $946.7 million thereafter.

 9)     FEDERAL INCOME TAXES

        A  summary  of  the  Federal   income  tax  expense   (benefit)  in  the
        consolidated statements of earnings is shown below:

<TABLE>
<CAPTION>
                                                       1996               1995                1994
                                                 -----------------   ----------------   -----------------
                                                                      (IN MILLIONS)
        <S>                                      <C>                 <C>                <C>         
        Federal income tax expense (benefit):
          Current...............................  $        97.9       $      (11.7)      $        4.0
          Deferred..............................          (88.2)             132.2               96.2
                                                 -----------------   ----------------   -----------------
        Total...................................  $         9.7       $      120.5       $      100.2
                                                 =================   ================   =================
</TABLE>

                                      F-26
<PAGE>

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

<TABLE>
<CAPTION>
                                                       1996               1995                1994
                                                 -----------------   ----------------   -----------------
                                                                      (IN MILLIONS)
        <S>                                      <C>                 <C>                <C>         
        Expected Federal income tax expense.....  $        73.0       $      173.7       $      154.5
        Non-taxable minority interest...........          (28.6)             (22.0)             (17.6)
        Differential earnings amount............            -                  -                (16.8)
        Adjustment of tax audit reserves........            6.9                4.1               (4.6)
        Equity in unconsolidated subsidiaries...          (32.3)             (19.4)             (12.5)
        Other...................................           (9.3)             (15.9)              (2.8)
                                                 -----------------   ----------------   -----------------
        Federal Income Tax Expense..............  $         9.7       $      120.5       $      100.2
                                                 =================   ================   =================
</TABLE>

        Prior  to the  date  of  demutualization,  Equitable  Life  reduced  its
        deduction  for  policyholder  dividends  by  the  differential  earnings
        amount.  This amount was  computed,  for each tax year,  by  multiplying
        Equitable Life's average equity base, as determined for tax purposes, by
        an  estimate  of the excess of an imputed  earnings  rate for stock life
        insurance  companies over the average  mutual life insurance  companies'
        earnings rate. The  differential  earnings  amount for each tax year was
        subsequently recomputed when actual earnings rates were published by the
        Internal Revenue Service.  As a stock life insurance company,  Equitable
        Life no longer is required to reduce its policyholder dividend deduction
        by the differential  earnings amount, but differential  earnings amounts
        for pre-demutualization years were still being recomputed in 1994.

        The  components  of the net deferred  Federal  income tax account are as
        follows:

<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1996                  December 31, 1995
                                                ---------------------------------  ---------------------------------
                                                    ASSETS         LIABILITIES         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (IN MILLIONS)
        <S>                                     <C>              <C>               <C>               <C>        
        DAC, reserves and reinsurance..........  $       -        $      166.0      $        -        $     304.4
        Investments............................          -               328.6               -              326.9
        Compensation and related benefits......        259.2               -               293.0              -
        Other..................................          -                 1.8               -               32.3
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     259.2      $      496.4      $      293.0      $     663.6
                                                ===============  ================  ===============   ===============
</TABLE>

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

<TABLE>
<CAPTION>
                                                     1996               1995                1994
                                               -----------------   ----------------   -----------------
                                                                    (IN MILLIONS)
        <S>                                    <C>                 <C>                <C>         
        DAC, reserves and reinsurance.........  $      (156.2)      $       63.3       $       12.0
        Investments...........................           78.6               13.0               89.3
        Compensation and related benefits.....           22.3               30.8               10.0
        Other.................................          (32.9)              25.1              (15.1)
                                               -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          (Benefit) Expense...................  $       (88.2)      $      132.2       $       96.2
                                               =================   ================   =================
</TABLE>

                                      F-27
<PAGE>

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

10)     REINSURANCE AGREEMENTS

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies.  The  effect  of  reinsurance  (excluding  group  life and
        health) is summarized as follows:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Direct premiums....................................  $       461.4       $      474.2       $      476.7
        Reinsurance assumed................................          177.5              171.3              180.5
        Reinsurance ceded..................................          (41.3)             (38.7)             (31.6)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       597.6       $      606.8       $      625.6
                                                            =================   ================   =================
        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        48.2       $       44.0       $       27.5
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        54.1       $       48.9       $       20.7
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        32.3       $       28.5       $       25.4
                                                            =================   ================   =================
</TABLE>

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

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $2.4 million,
        $260.6 million and $241.0 million for 1996, 1995 and 1994, respectively.
        Ceded  death and  disability  benefits  totaled  $21.2  million,  $188.1
        million  and  $235.5  million  for 1996,  1995 and  1994,  respectively.
        Insurance liabilities ceded totaled $652.4 million and $724.2 million at
        December 31, 1996 and 1995, respectively.

11)     EMPLOYEE BENEFIT PLANS

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

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

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Service cost.......................................  $        33.8       $       30.0       $       30.3
        Interest cost on projected benefit obligations.....          120.8              122.0              111.0
        Actual return on assets............................         (181.4)            (309.2)              24.4
        Net amortization and deferrals.....................           43.4              155.6             (142.5)
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        16.6       $       (1.6)      $       23.2
                                                            =================   ================   =================
</TABLE>

                                      F-28
<PAGE>

        The funded status of the qualified and non-qualified pension plans is as
        follows:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                   ------------------------------------
                                                                        1996                1995
                                                                   ----------------   -----------------
                                                                              (IN MILLIONS)
        <S>                                                        <C>                <C>         
        Actuarial present value of obligations:
          Vested..................................................  $    1,672.2       $    1,642.4
          Non-vested..............................................          10.1               10.9
                                                                   ----------------   -----------------
        Accumulated Benefit Obligation............................  $    1,682.3       $    1,653.3
                                                                   ================   =================
        Plan assets at fair value.................................  $    1,626.0       $    1,503.8
        Projected benefit obligation..............................       1,765.5            1,743.0
                                                                   ----------------   -----------------
        Projected benefit obligation in excess of plan assets.....        (139.5)            (239.2)
        Unrecognized prior service cost...........................         (17.9)             (25.5)
        Unrecognized net loss from past experience different
          from that assumed.......................................         280.0              368.2
        Unrecognized net asset at transition......................           4.7               (7.3)
        Additional minimum liability..............................         (19.3)             (51.9)
                                                                   ----------------   -----------------
        Prepaid Pension Cost......................................  $      108.0       $       44.3
                                                                   ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.5% and 4.25%, respectively,  at December 31, 1996 and
        7.25% and 4.50%,  respectively,  at December 31, 1995.  As of January 1,
        1996 and 1995,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25% and 11%, respectively.

        The  Company  recorded,  as a  reduction  of  shareholder's  equity,  an
        additional minimum pension liability of $12.9 million and $35.1 million,
        net  of  Federal   income   taxes,   at  December  31,  1996  and  1995,
        respectively,   representing  the  excess  of  the  accumulated  benefit
        obligation  over  the fair  value of plan  assets  and  accrued  pension
        liability.

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

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $34.7 million,
        $36.4 million and $38.1 million for 1996, 1995 and 1994, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company on or after attaining age
        55 who have at least 10 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1996,  1995 and 1994,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.9  million,  $31.1
        million and $29.8 million, respectively.

                                      F-29
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Service cost.......................................  $         5.3       $        4.0       $        3.9
        Interest cost on accumulated postretirement
          benefits obligation..............................           34.6               34.7               28.6
        Net amortization and deferrals.....................            2.4               (2.3)              (3.9)
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        42.3       $       36.4       $       28.6
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                   ------------------------------------
                                                                        1996                1995
                                                                   ----------------   -----------------
                                                                              (IN MILLIONS)
        <S>                                                        <C>                <C>         
        Accumulated postretirement benefits obligation:
          Retirees................................................  $      381.8       $      391.8
          Fully eligible active plan participants.................          50.7               50.4
          Other active plan participants..........................          60.7               64.2
                                                                   ----------------   -----------------
                                                                           493.2              506.4
        Unrecognized prior service cost...........................          50.5               56.3
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions.......        (150.5)            (181.3)
                                                                   ----------------   -----------------
        Accrued Postretirement Benefits Cost......................  $      393.2       $      381.4
                                                                   ================   =================
</TABLE>

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

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated   postretirement  benefits  obligation  was  9.5%  in  1996,
        gradually  declining  to 3.5% in the  year  2009  and in 1995  was  10%,
        gradually  declining to 3.5% in the year 2008. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.50%
        and 7.25% at December 31, 1996 and 1995, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1996
        would be  increased  7%.  The  effect  of this  change on the sum of the
        service cost and interest cost would be an increase of 8%.

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        Derivatives
        -----------

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December 31, 1996 was $649.9  million.  The average  unexpired  terms at
        December 31, 1996 range from 2.2 to 2.7 years. At December 31, 1996, the
        cost of  terminating  outstanding  matched  swaps in a loss position was
        $8.3 million and the unrealized  gain on outstanding  matched swaps in a
        gain  position  was $11.4  million.  The  Company  has no  intention  of
        terminating  these  contracts  prior to maturity.  During 1996, 1995 and
        1994, net gains (losses) of $.2 million, $1.4 million and $(.2) million,
        respectively, were recorded in connection with

                                      F-30
<PAGE>

        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
        individual  annuities  contracts.  The outstanding  notional  amounts at
        December 31, 1996 of contracts  purchased and sold were $5,050.0 million
        and $500.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $22.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 3 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
        credited to policyholders' account balances.

        Substantially  all of DLJ's  business  related to  derivatives is by its
        nature  trading  activities  which  are  primarily  for the  purpose  of
        customer  accommodations.  DLJ's derivative activities consist primarily
        of  option  writing  and  trading  in  forward  and  futures  contracts.
        Derivative  financial  instruments  have both  on-and-off  balance sheet
        implications depending on the nature of the contracts. DLJ's involvement
        in swap contracts is not significant.

        Fair Value of Financial Instruments
        -----------------------------------

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

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
        Insurance Group was not material at December 31, 1996 and 1995.

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

        The estimated  fair values for the Company's  liabilities  under GIC and
        association  plan contracts are estimated using  contractual  cash flows
        discounted based on the T. Rowe Price GIC Index Rate for the appropriate
        duration.  For  durations  in excess of the  published  index rate,  the
        appropriate  Treasury  rate is used plus a spread  equal to the  longest
        duration GIC rate spread published.

        The estimated  fair values for those group annuity  contracts  which are
        classified  as  universal  life  type  contracts  are  measured  at  the
        estimated fair value of the underlying assets. The estimated fair values
        for single  premium  deferred  annuities  ("SPDA") are  estimated  using
        projected cash flows discounted at current offering rates. The estimated
        fair values for supplementary contracts not involving life contingencies
        ("SCNILC") and annuities certain are derived using discounted cash flows
        based upon the estimated current offering rate.

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

                                      F-31
<PAGE>

        The following  table  discloses  carrying value and estimated fair value
        for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                --------------------------------------------------------------------
                                                              1996                               1995
                                                ---------------------------------  ---------------------------------
                                                   CARRYING         ESTIMATED         Carrying         Estimated
                                                    VALUE          FAIR VALUE          Value           Fair Value
                                                ---------------  ----------------  ---------------   ---------------
                                                                        (IN MILLIONS)
        <S>                                      <C>              <C>               <C>               <C>         
        Consolidated Financial Instruments:
        -----------------------------------
        Mortgage loans on real estate..........  $    3,133.0     $     3,394.6     $     3,638.3     $    3,973.6
        Other joint ventures...................         467.0             467.0             492.7            492.7
        Policy loans...........................       2,196.1           2,221.6           1,976.4          2,057.5
        Policyholders' account balances:
          Association plans....................          78.1              77.3             101.0            100.0
          Group annuity contracts..............       2,141.0           1,954.0           2,335.0          2,395.0
          SPDA.................................       1,062.7           1,065.7           1,265.8          1,272.0
          Annuities certain and SCNILC.........         654.9             736.2             646.4            716.7
        Long-term debt.........................       1,592.8           1,557.7           1,899.3          1,962.9

        Closed Block Financial Instruments:
        -----------------------------------
        Mortgage loans on real estate..........       1,380.7           1,425.6           1,368.8          1,461.4
        Other equity investments...............         105.0             105.0             151.6            151.6
        Policy loans...........................       1,765.9           1,798.0           1,797.2          1,891.4
        SCNILC liability.......................          30.6              34.9              34.8             39.6

        GIC Segment Financial Instruments:
        ----------------------------------
        Mortgage loans on real estate..........       1,111.1           1,220.3           1,485.8          1,666.1
        Fixed maturities.......................          42.5              42.5             107.4            107.4
        Other equity investments...............         300.5             300.5             455.9            455.9
        Guaranteed interest contracts..........         290.7             300.5             329.0            352.0
        Long-term debt.........................         102.1             102.2             135.1            136.0
</TABLE>

13)     COMMITMENTS AND CONTINGENT LIABILITIES

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $244.9 million to affiliated real estate
        joint  ventures;   to  provide  equity   financing  to  certain  limited
        partnerships of $205.8 million at December 31, 1996, under existing loan
        or loan commitment agreements; and to provide short-term financing loans
        which at December 31, 1996 totaled $14.6  million.  Management  believes
        the  Company  will not  incur any  material  losses as a result of these
        commitments.

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

        At December 31, 1996,  the Insurance  Group had $51.6 million of letters
        of credit outstanding.

                                      F-32
<PAGE>

14)     LITIGATION

        A number of lawsuits has been filed against life and health  insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        failure to properly  supervise  agents,  and other matters.  Some of the
        lawsuits have  resulted in the award of  substantial  judgments  against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion in awarding punitive damages.  Equitable Life, EVLICO and The
        Equitable  of  Colorado,  Inc.  ("EOC"),  like  other  life  and  health
        insurers, from time to time are involved in such litigation. To date, no
        such  lawsuit has  resulted in an award or  settlement  of any  material
        amount against the Company.  Among litigations pending against Equitable
        Life,  EVLICO and EOC of the type referred to in this  paragraph are the
        litigations described in the following eight paragraphs.

        An action entitled Golomb et al. v. The Equitable Life Assurance Society
        of the United  States was filed on January  20,  1995 in New York County
        Supreme Court. The action purports to be brought on behalf of a class of
        persons  insured after 1983 under Lifetime  Guaranteed  Renewable  Major
        Medical  Insurance  Policies issued by Equitable Life (the  "policies").
        The complaint  alleges that premium  increases for these  policies after
        1983,  all of which were filed with and  approved  by the New York State
        Insurance  Department  and certain  other state  insurance  departments,
        breached the terms of the policies,  and that statements in the policies
        and  elsewhere  concerning  premium  increases  constituted   fraudulent
        concealment,  misrepresentations  in violation of New York Insurance Law
        Section 4226 and deceptive practices under New York General Business Law
        Section 349. The  complaint  seeks a  declaratory  judgment,  injunctive
        relief  restricting  the  methods  by  which  Equitable  Life  increases
        premiums  on the  policies  in the  future,  a refund of  premiums,  and
        punitive  damages.  Plaintiffs  also have  indicated that they will seek
        damages in an  unspecified  amount.  Equitable Life moved to dismiss the
        complaint  in its entirety on the grounds that it fails to state a claim
        and that  uncontroverted  documentary  evidence  establishes  a complete
        defense to the claims.  On May 29,  1996,  the New York  County  Supreme
        Court  entered a  judgment  dismissing  the  complaint  with  prejudice.
        Plaintiffs have filed a notice of appeal of that judgment.

        In January 1996,  separate  actions were filed in Pennsylvania and Texas
        state courts  (entitled,  respectively,  Malvin et al. v. The  Equitable
        Life  Assurance  Society of the  United  States and Bowler et al. v. The
        Equitable Life Assurance  Society of the United  States),  making claims
        similar  to those in the New York  action  described  above.  The  Texas
        action  also  claims  that  Equitable  Life   misrepresented   to  Texas
        policyholders that the Texas Insurance Department had approved Equitable
        Life's rate increases.  These actions are asserted on behalf of proposed
        classes of Pennsylvania issued or renewed policyholders and Texas issued
        or renewed  policyholders,  insured under the policies. The Pennsylvania
        and Texas actions seek  compensatory and punitive damages and injunctive
        relief  restricting  the  methods  by  which  Equitable  Life  increases
        premiums  in the future  based on the common law and  statutes  of those
        states.  On February 9, 1996,  Equitable  Life removed the  Pennsylvania
        action,  Malvin,  to the  United  States  District  Court for the Middle
        District of  Pennsylvania.  Following  the decision  granting  Equitable
        Life's motion to dismiss the New York action (Golomb), on the consent of
        the  parties  the  District  Court  ordered  an  indefinite  stay of all
        proceedings in the Pennsylvania action,  pending either party's right to
        reinstate the proceeding,  and ordered that for administrative  purposes
        the  case be  deemed  administratively  closed.  On  February  2,  1996,
        Equitable  Life removed the Texas action,  Bowler,  to the United States
        District Court for the Northern  District of Texas. On May 20, 1996, the
        plaintiffs in Bowler  amended their  complaint by adding  allegations of
        misrepresentation   regarding   premium  increases  on  other  types  of
        guaranteed   renewable  major  medical  insurance   policies  issued  by
        Equitable Life up to and including 1983. On July 1, 1996, Equitable Life
        filed a  motion  for  summary  judgment  dismissing  the  first  amended
        complaint in its entirety. In August, 1996, the court granted plaintiffs
        leave to file a supplemental  complaint on behalf of a proposed class of
        Texas policyholders claiming unfair  discrimination,  breach of contract
        and other claims  arising out of alleged  differences  between  premiums
        charged  to  Texas  policyholders  and  premiums  charged  to  similarly
        situated policyholders in New York and certain other states.  Plaintiffs
        seek refunds of alleged  overcharges,  exemplary or  additional  damages
        citing

                                      F-33
<PAGE>

        Texas statutory  provisions  which among other things,  permit two times
        the  amount of  actual  damage  plus  additional  penalties  if the acts
        complained  of are  found  to be  knowingly  committed,  and  injunctive
        relief.  Equitable  Life has also  filed a motion for  summary  judgment
        dismissing the supplemental  complaint in its entirety.  Plaintiffs also
        obtained  permission  to add another  plaintiff to the first amended and
        supplemental  complaints.  Plaintiffs  have  opposed  both  motions  for
        summary  judgment and  requested  that certain  issues be found in their
        favor. Equitable Life is in the process of replying.

        On May 22, 1996, a separate  action  entitled  Bachman v. The  Equitable
        Life Assurance Society of the United States,  was filed in Florida state
        court making claims similar to those in the previously  reported  Golomb
        action.  The Florida action is asserted on behalf of a proposed class of
        Florida  issued  or  renewed  policyholders  insured  after  1983  under
        Lifetime Guaranteed Renewable Major Medical Insurance Policies issued by
        Equitable  Life.  The Florida  action  seeks  compensatory  and punitive
        damages and injunctive relief restricting the methods by which Equitable
        Life  increases  premiums  in the  future  based on  various  common law
        claims.  On June 20, 1996,  Equitable Life removed the Florida action to
        Federal court.  Equitable  Life has answered the complaint,  denying the
        material  allegations and asserting  certain  affirmative  defenses.  On
        December 6, 1996, Equitable Life filed a motion for summary judgment and
        plaintiff is expected to file its response to that motion shortly.

        On November 6, 1996, a proposed class action entitled  Fletcher,  et al.
        v. The Equitable Life Assurance Society of the United States,  was filed
        in California Superior Court for Fresno County, making substantially the
        same allegations  concerning premium rates and premium rate increases on
        guaranteed  renewable  policies made in the Bowler action. The complaint
        alleges,  among other things,  that differentials  between rates charged
        California policyholders and policyholders in New York and certain other
        states,  and the methods  used by Equitable  Life to  calculate  premium
        increases,  breached  the terms of its  policies,  that  Equitable  Life
        misrepresented  and concealed the facts pertaining to such differentials
        and methods in violation of California law, and that Equitable Life also
        misrepresented  that its rate  increases were approved by the California
        Insurance  Department.   Plaintiffs  seek  compensatory  damages  in  an
        unspecified amount,  rescission,  injunctive relief and attorneys' fees.
        Equitable Life removed the action to Federal court;  plaintiff has moved
        to  remand  the  case  to  state  court.  Although  the  outcome  of any
        litigation cannot be predicted with certainty, particularly in the early
        stages of an action, the Company's management believes that the ultimate
        resolution  of  the  Golomb,   Malvin,   Bowler,  Bachman  and  Fletcher
        litigations  should not have a material  adverse effect on the financial
        position of the Company. Due to the early stage of such litigations, the
        Company's management cannot make an estimate of loss, if any, or predict
        whether or not such  litigations  will have a material adverse effect on
        the Company's results of operations in any particular period.

        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole et al. v. The  Equitable  Life  Assurance  Society of the United
        States  and The  Equitable  of  Colorado,  Inc.,  No.  95/108611  (N. Y.
        County).  The action is brought by the  holders of a joint  survivorship
        whole life policy issued by EOC. The action  purports to be on behalf of
        a class  consisting  of all persons who from  January 1, 1984  purchased
        life insurance  policies sold by Equitable Life and EOC based upon their
        allegedly  uniform sales  presentations  and policy  illustrations.  The
        complaint puts in issue various  alleged sales practices that plaintiffs
        assert,  among other things,  misrepresented  the stated number of years
        that the annual premium would need to be paid.  Plaintiffs  seek damages
        in an unspecified  amount,  imposition of a constructive trust, and seek
        to enjoin  Equitable Life and EOC from engaging in the challenged  sales
        practices.  On June 28,  1996,  the court  issued a  decision  and order
        dismissing  with  prejudice  plaintiff's  causes  of action  for  fraud,
        constructive  fraud,  breach of fiduciary duty,  negligence,  and unjust
        enrichment, and dismissing without prejudice plaintiff's cause of action
        under the New York State consumer protection statute. The only remaining
        causes   of  action   are  for   breach  of   contract   and   negligent
        misrepresentation.  Plaintiffs made a motion for reargument with respect
        to this order,  which was submitted to the court in October  1996.  This
        motion was denied by the court on December 16, 1996.

                                      F-34
<PAGE>

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life Assurance  Society of the United  States,  was commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans, State of Louisiana.  The action is brought by an individual who
        purchased  a whole life  policy.  Plaintiff  alleges  misrepresentations
        concerning  the  extent to which  the  policy  was a proper  replacement
        policy and the number of years that the annual  premium would need to be
        paid.  Plaintiff purports to represent a class consisting of all persons
        who  purchased  whole life or universal  life  insurance  policies  from
        Equitable  Life from  January 1, 1982 to the  present.  Plaintiff  seeks
        damages,  including punitive damages,  in an unspecified amount. On July
        26, 1996, an action entitled Michael Bradley v. Equitable  Variable Life
        Insurance Company,  was commenced in New York state court. The action is
        brought by the  holder of a variable  life  insurance  policy  issued by
        EVLICO.  The plaintiff  purports to represent a class  consisting of all
        persons or entities who  purchased one or more life  insurance  policies
        issued by EVLICO  from  January 1,  1980.  The  complaint  puts at issue
        various   alleged  sales   practices   and  alleges   misrepresentations
        concerning  the  extent to which  the  policy  was a proper  replacement
        policy and the number of years that the annual  premium would need to be
        paid.  Plaintiff  seeks  damages,  including  punitive  damages,  in  an
        unspecified  amount and also seeks injunctive relief  prohibiting EVLICO
        from canceling  policies for failure to make premium payments beyond the
        alleged  stated number of years that the annual premium would need to be
        paid. On September 21, 1996 Equitable Life, EVLICO and EOC made a motion
        to have this  proceeding  moved from Kings County  Supreme  Court to New
        York County for joint trial or consolidation  with the Cole action.  The
        motion was denied by the court on January 9, 1997.  On January 10, 1997,
        plaintiffs  moved for  certification of a nationwide class consisting of
        all  persons  or  entities  who  were  sold one or more  life  insurance
        products on a "vanishing premium" basis and/or were allegedly induced to
        purchase  additional   policies  from  EVLICO,   using  the  cash  value
        accumulated  in  existing  policies,  from  January 1, 1980  through and
        including  December 31, 1996.  Plaintiffs  further moved to have Michael
        Bradley  designated  as the class  representative.  Discovery  regarding
        class certification is underway.

        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased  a joint whole life policy  from EOC.  The  complaint  puts at
        issue  various  alleged sales  practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  brings  claims  for  breach  of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's profits from their alleged sales  practices.  Equitable
        Life's  and EOC's time to answer or move with  respect to the  complaint
        has been  extended  until  February  24,  1997.  Although the outcome of
        litigation cannot be predicted with certainty, particularly in the early
        stages of an action, the Company's management believes that the ultimate
        resolution of the Cole,  Duncan,  Bradley and Dillon  litigations should
        not have a material  adverse  effect on the  financial  position  of the
        Company.  Due to the early  stages of such  litigations,  the  Company's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not any such  litigation  will have a material  adverse effect on the
        Company's results of operations in any particular period.

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991.  The basic  allegation of the amended  complaint is that Equitable
        Life's and EVLICO's agents were trained not to

                                      F-35
<PAGE>

        disclose  fully  that  the  product  being  sold  was  life   insurance.
        Plaintiffs  allege  violations of the Federal  securities  laws and seek
        rescission of the contracts or compensatory  damages and attorneys' fees
        and expenses.  The court denied  Equitable  Life and EVLICO's  motion to
        dismiss the amended complaint on September 24, 1996.  Equitable Life and
        EVLICO  have  answered  the  amended  complaint,  denying  the  material
        allegations and asserting certain affirmative defenses.  Currently,  the
        parties are conducting  discovery in connection with plaintiffs' attempt
        to certify a class.  On January 9, 1997,  an action  entitled  Rosemarie
        Chaviano, individually and on behalf of all others similarly situated v.
        The Equitable Life Assurance Society of the United States, and Equitable
        Variable Life Insurance Company,  was filed in Massachusetts state court
        making  claims  similar  to  those in the  Franze  action  and  alleging
        violations of the Massachusetts  securities laws. The plaintiff purports
        to represent all persons in  Massachusetts  who purchased  variable life
        insurance  contracts from Equitable Life and EVLICO from January 9, 1993
        to  the  present.  The  Massachusetts  action  seeks  rescission  of the
        contracts  or  compensatory  damages,   attorneys'  fees,  expenses  and
        injunctive  relief.  Although  the outcome of any  litigation  cannot be
        predicted with certainty, particularly in the early stages of an action,
        the Company's  management  believes that the ultimate  resolution of the
        litigations  discussed  in this  paragraph  should  not have a  material
        adverse  effect on the  financial  position of the  Company.  Due to the
        early stages of such litigation, the Company's management cannot make an
        estimate of loss, if any, or predict  whether or not any such litigation
        will  have a  material  adverse  effect  on  the  Company's  results  of
        operations in any particular period.

        Equitable Life recently responded to a subpoena from the U.S. Department
        of Labor  ("DOL")  requesting  copies of any  third-party  appraisals in
        Equitable Life's possession  relating to the ten largest  properties (by
        value)  in  the  Prime  Property  Fund  ("PPF").  PPF  is  an  open-end,
        commingled  real estate  separate  account of Equitable Life for pension
        clients.  Equitable  Life  serves as  investment  manager in PPF and has
        retained  EREIM as advisor.  In early 1995, the DOL commenced a national
        investigation  of commingled  real estate funds with pension  investors,
        including PPF. The investigation  now appears to be focused  principally
        on appraisal and valuation procedures in respect of fund properties. The
        most recent request from the DOL seems to reflect,  at least in part, an
        interest in the relationship between the valuations for those properties
        reflected in appraisals  prepared for local property tax proceedings and
        the valuations  used by PPF for other  purposes.  At no time has the DOL
        made any  specific  allegation  that  Equitable  Life or EREIM has acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with  certainty,  in the opinion of management,  the
        ultimate  resolution of this matter  should not have a material  adverse
        effect on the Company's  consolidated  financial  position or results of
        operations in any particular period.

        Equitable  Casualty Insurance Company  ("Casualty"),  an indirect wholly
        owned   subsidiary  of  Equitable  Life,  is  party  to  an  arbitration
        proceeding  that commenced in August 1995.  The proceeding  relates to a
        dispute among Casualty,  Houston  General  Insurance  Company  ("Houston
        General")  and  GEICO  General   Insurance   Company  ("GEICO  General")
        regarding the interpretation of a reinsurance agreement. The arbitration
        panel  issued a final  award in favor of Casualty  and GEICO  General on
        June 17, 1996.  Casualty and GEICO  General  moved in the pending  Texas
        state  court  action,  with  Houston  General's  consent,  for an  order
        confirming the arbitration  award and entering  judgment  dismissing the
        action.  The motion was granted on January 29,  1997.  The parties  have
        also  stipulated to the dismissal  without  prejudice of a related Texas
        Federal court action  brought by Houston  General  against GEICO General
        and Equitable Life. In connection  with  confirmation of the arbitration
        award,  Houston  General  paid to  Casualty  approximately  $839,600  in
        settlement of certain  reimbursement  claims by Casualty against Houston
        General.

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed against the Alliance North American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The  Complaint,  which seeks  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund from March 27, 1992 through December 23, 1994, seeks an unspecified
        amount of damages,  costs,  attorneys'  fees and punitive  damages.  The
        principal  allegations of the Complaint are that the Fund purchased debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that

                                      F-36
<PAGE>

        were not permitted by the Fund's  investment  objective,  and that there
        was no  shareholder  vote to change the  investment  objective to permit
        purchases  in such  amounts.  The  Complaint  further  alleges  that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
        District  Court  for the  Southern  District  of New  York  granted  the
        defendants'  motion to dismiss all counts of the  complaint.  On October
        11, 1996,  plaintiffs filed a motion for  reconsideration of the court's
        decision  granting  defendants'  motion to  dismiss  the  Complaint.  On
        November   25,   1996,   the  court   denied   plaintiffs'   motion  for
        reconsideration.  On October  29,  1996,  plaintiffs  filed a motion for
        leave to file an amended  complaint.  The principal  allegations  of the
        proposed amended  complaint are that the Fund did not properly  disclose
        that it planned to invest in mortgage-backed  derivative  securities and
        that two  advertisements  used by the Fund  misrepresented  the risks of
        investing in the Fund.  Plaintiffs  also  reiterated  allegations in the
        Complaint  that the Fund failed to hedge  against the risks of investing
        in  foreign  securities  despite  representations  that it  would do so.
        Alliance  believes  that the  allegations  in the  Complaint are without
        merit and intends to vigorously  defend against these claims.  While the
        ultimate  outcome  of this  matter  cannot be  determined  at this time,
        management  of  Alliance  does not  expect  that it will have a material
        adverse  effect  on  Alliance's   results  of  operations  or  financial
        condition.

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

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

                                      F-37
<PAGE>

        had been removed to the Bankruptcy  Court, has been remanded back to the
        state court,  which remand is being  opposed by DLJSC.  DLJSC intends to
        defend itself vigorously against all of the allegations contained in the
        complaint. Although there can be no assurance, DLJ does not believe that
        the ultimate  outcome of this  litigation  will have a material  adverse
        effect  on its  financial  condition.  Due to the  early  stage  of such
        litigation,  based upon the information currently available to it, DLJ's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not such  litigation  will have a  material  adverse  effect on DLJ's
        results of operations in any particular period.

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the Federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained in the  prospectus  dated  November 9, 1994.  DLJSC
        intends  to defend  itself  vigorously  against  all of the  allegations
        contained in the  complaints.  Although  there can be no assurance,  DLJ
        does not believe that the ultimate  outcome of this litigation will have
        a material adverse effect on its financial  condition.  Due to the early
        stage of this litigation, based upon the information currently available
        to it,  DLJ's  management  cannot make an  estimate of loss,  if any, or
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

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

15)     LEASES

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1997 and the succeeding four years are $113.7 million, $110.6
        million, $100.3 million, $72.3 million, $59.3 million and $427.3 million
        thereafter. Minimum future sublease rental income on these noncancelable
        leases for 1997 and the  succeeding  four years are $9.8  million,  $6.0
        million,  $4.5  million,  $2.4  million,  $.8  million  and $.1  million
        thereafter.

        At December 31, 1996, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $263.0 million, $242.1 million, $219.8
        million, $194.3 million, $174.6 million and $847.1 million thereafter.

                                      F-38
<PAGE>

16)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Compensation costs.................................  $       647.3       $      595.9       $      687.5
        Commissions........................................          329.5              314.3              313.0
        Short-term debt interest expense...................            8.0               11.4               19.0
        Long-term debt interest expense....................          137.3              108.1               98.3
        Amortization of policy acquisition costs...........          405.2              317.8              313.4
        Capitalization of policy acquisition costs.........         (391.9)            (391.0)            (410.9)
        Rent expense, net of sub-lease income..............          113.7              109.3              116.0
        Other..............................................          798.9              710.0              721.4
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,048.0       $    1,775.8       $    1,857.7
                                                            =================   ================   =================
</TABLE>

        During 1996, 1995 and 1994, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $24.4   million,   $32.0  million  and  $20.4   million,
        respectively.  The  amounts  paid  during  1996,  associated  with  cost
        reduction  programs,  totaled $17.7  million.  At December 31, 1996, the
        liabilities  associated with cost reduction  programs  amounted to $44.5
        million.  The 1996 cost reduction program included  restructuring  costs
        related to the consolidation of insurance  operations'  service centers.
        The 1995 cost reduction program included relocation expenses,  including
        the accelerated  amortization of building  improvements  associated with
        the  relocation  of the home  office.  The 1994 cost  reduction  program
        included costs  associated with the termination of operating  leases and
        employee  severance  benefits in connection with the consolidation of 16
        insurance agencies. Amortization of DAC included $145.0 million writeoff
        of DAC related to DI contracts in the fourth quarter of 1996.

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financia1
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1996, 1995 and 1994,  statutory net
        (loss) earnings  totaled  $(351.1)  million,  $(352.4) million and $67.5
        million,  respectively.  No amounts  are  expected to be  available  for
        dividends from Equitable Life to the Holding Company in 1997.

        At December 31, 1996, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $21.9  million  of  securities
        deposited with such government or state agencies.

                                      F-39
<PAGE>

        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances   from  GAAP.   The  New  York   Insurance   Department   (the
        "Department")   recognizes  only  statutory   accounting  practices  for
        determining  and  reporting  the  financial  condition  and  results  of
        operations of an insurance  company,  for determining its solvency under
        the New York  Insurance Law, and for  determining  whether its financial
        condition  warrants  the payment of a dividend to its  stockholders.  No
        consideration  is  given  by  the  Department  to  financial  statements
        prepared  in  accordance  with GAAP in making such  determinations.  The
        following  reconciles  the  Company's  statutory  change in surplus  and
        capital  stock and  statutory  surplus and capital  stock  determined in
        accordance with accounting  practices  prescribed by the Department with
        net earnings and equity on a GAAP basis.

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Net change in statutory surplus and capital stock..  $        56.0       $       78.1       $      292.4
        Change in asset valuation reserves.................          (48.4)             365.7             (285.2)
                                                            -----------------   ----------------   -----------------
        Net change in statutory surplus, capital stock
          and asset valuation reserves.....................            7.6              443.8                7.2
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................         (298.5)             (66.0)              (5.3)
          DAC..............................................          (13.3)              73.2               97.5
          Deferred Federal income taxes....................          108.0             (158.1)             (58.7)
          Valuation of investments.........................          289.8              189.1               45.2
          Valuation of investment subsidiary...............         (117.7)            (188.6)             396.6
          Limited risk reinsurance.........................           92.5              416.9               74.9
          Contribution from the Holding Company............            -                  -               (300.0)
          Issuance of surplus notes........................            -               (538.9)               -
          Postretirement benefits..........................           28.9              (26.7)              17.1
          Other, net.......................................           12.4              115.1              (44.0)
          GAAP adjustments of Closed Block.................           (9.8)              15.7               (9.5)
          GAAP adjustments of discontinued GIC
            Segment........................................          (89.6)              37.3               42.8
                                                            -----------------   ----------------   -----------------
        Net Earnings of the Insurance Group................  $        10.3       $      312.8       $      263.8
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Statutory surplus and capital stock................  $     2,258.9       $    2,202.9       $    2,124.8
        Asset valuation reserves...........................        1,297.5            1,345.9              980.2
                                                            -----------------   ----------------   -----------------
        Statutory surplus, capital stock and asset
          valuation reserves...............................        3,556.4            3,548.8            3,105.0
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................       (1,305.0)          (1,006.5)            (940.5)
          DAC..............................................        3,104.9            3,075.8            3,219.4
          Deferred Federal income taxes....................         (306.1)            (452.0)             (29.4)
          Valuation of investments.........................          286.8              417.7             (794.1)
          Valuation of investment subsidiary...............         (782.8)            (665.1)            (476.5)
          Limited risk reinsurance.........................         (336.5)            (429.0)            (845.9)
          Issuance of surplus notes........................         (539.0)            (538.9)               -
          Postretirement benefits..........................         (314.4)            (343.3)            (316.6)
          Other, net.......................................          126.3                4.4              (79.2)
          GAAP adjustments of Closed Block.................          783.7              830.8              740.4
          GAAP adjustments of discontinued GIC
            Segment........................................         (190.3)            (184.6)            (221.9)
                                                            -----------------   ----------------   -----------------
        Equity of the Insurance Group......................  $     4,084.0       $    4,258.1       $    3,360.7
                                                            =================   ================   =================
</TABLE>

                                      F-40
<PAGE>

18)     BUSINESS SEGMENT INFORMATION

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
        Information for all periods is presented on a comparable basis.

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

        The Investment  Services  segment  provides  investment fund management,
        primarily to institutional  clients. This segment includes the Company's
        equity  interest in DLJ and  Separate  Accounts  which  provide  various
        investment  options for group  clients  through  pooled or single  group
        accounts.

        Intersegment  investment advisory and other fees of approximately $127.5
        million,  $124.1  million and $135.3  million  for 1996,  1995 and 1994,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding amounts related to the discontinued GIC
        Segment of $15.7 million, $14.7 million and $27.4 million for 1996, 1995
        and 1994, respectively, are eliminated in consolidation.

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Revenues
        Insurance operations...............................  $     3,742.9       $    3,614.6       $    3,507.4
        Investment services................................        1,126.1              949.1              935.2
        Consolidation/elimination..........................          (24.5)             (34.9)             (27.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     4,844.5       $    4,528.8       $    4,415.4
                                                            =================   ================   =================
        Earnings (loss) from continuing  operations
          before Federal income taxes, minority interest
          and cumulative effect of accounting change
        Insurance operations...............................  $       (36.6)      $      303.1       $      327.5
        Investment services................................          311.9              224.0              227.9
        Consolidation/elimination..........................             .2               (3.1)                .3
                                                            -----------------   ----------------   -----------------
              Subtotal.....................................          275.5              524.0              555.7
        Corporate interest expense.........................          (66.9)             (27.9)            (114.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       208.6       $      496.1       $      441.5
                                                            =================   ================   =================
</TABLE>

                                                   DECEMBER 31,
                                        ------------------------------------
                                             1996                1995
                                        ----------------   -----------------
                                                   (IN MILLIONS)

        Assets
        Insurance operations...........  $    60,464.9      $    56,720.5
        Investment services............       13,542.5           12,842.9
        Consolidation/elimination......         (399.6)            (354.4)
                                        ----------------   -----------------
        Total..........................  $    73,607.8      $    69,209.0
                                        ================   =================

                                      F-41
<PAGE>

19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The quarterly  results of operations  for 1996 and 1995,  are summarized
        below:

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                       ------------------------------------------------------------------------------
                                           MARCH 31           JUNE 30           SEPTEMBER 30          DECEMBER 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                        (IN MILLIONS)
        <S>                            <C>                <C>                 <C>                  <C>         
        1996
        ----
        Total Revenues................  $     1,169.7      $     1,193.6       $    1,193.6         $    1,287.6
                                       =================  =================   ==================   ==================
        Earnings (Loss) from
          Continuing Operations
          before Cumulative Effect
          of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)
                                       =================  =================   ==================   ==================
        Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)
                                       =================  =================   ==================   ==================
        1995
        ----
        Total Revenues................  $     1,079.1      $     1,164.0       $    1,138.8         $    1,146.9
                                       =================  =================   ==================   ==================
        Net Earnings..................  $        66.3      $       101.7       $      100.2         $       44.6
                                       =================  =================   ==================   ==================
</TABLE>

        The quarterly results of operations for 1996 and 1995 have been restated
        to reflect the Company's accounting change adopted in the fourth quarter
        of 1996 for  long-duration  participating  life  contracts in accordance
        with the  provisions  prescribed  by SFAS No. 120.  Net earnings for the
        three months ended December 31, 1996 includes a charge of $339.3 million
        related to writeoffs of DAC on DI  contracts of $94.3  million,  reserve
        strengthening  on DI  business of $113.7  million,  pension par of $47.5
        million and the discontinued GIC Segment of $83.8 million.

20)     INVESTMENT IN DLJ

        On December  15,  1993,  the Company  sold a 61%  interest in DLJ to the
        Holding Company for $800.0 million in cash and securities. The excess of
        the  proceeds  over the book  value in DLJ at the date of sale of $340.2
        million  has been  reflected  as a capital  contribution.  In 1995,  DLJ
        completed the initial public offering ("IPO") of 10.58 million shares of
        its common stock,  which included 7.28 million of the Holding  Company's
        shares in DLJ,  priced at $27 per share.  Concurrent  with the IPO,  the
        Company  contributed  equity  securities to DLJ having a market value of
        $21.2  million.  Upon  completion  of the IPO, the  Company's  ownership
        percentage was reduced to 36.1%. The Company's  ownership  interest will
        be further  reduced  upon the issuance of common stock after the vesting
        of forfeitable restricted stock units acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

                                      F-42
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1996                1995
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
        <S>                                                                     <C>                <C>         
        Assets:
        Trading account securities, at market value............................  $   15,728.1       $   10,821.3
        Securities purchased under resale agreements...........................      20,598.7           18,748.2
        Broker-dealer related receivables......................................      16,525.9           13,023.7
        Other assets...........................................................       2,651.0            1,983.3
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   55,503.7       $   44,576.5
                                                                                ================   =================
        Liabilities:
        Securities sold under repurchase agreements............................  $   29,378.3       $   26,744.8
        Broker-dealer related payables.........................................      19,409.7           12,915.5
        Short-term and long-term debt..........................................       2,704.5            1,742.0
        Other liabilities......................................................       2,164.0            1,750.5
                                                                                ----------------   -----------------
        Total liabilities......................................................      53,656.5           43,152.8
        Cumulative exchangeable preferred stock................................           -                225.0
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0                -
        Total shareholders' equity.............................................       1,647.2            1,198.7
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   55,503.7       $   44,576.5
                                                                                ================   =================
        DLJ's equity as reported...............................................  $    1,647.2       $    1,198.7
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.9               40.5
        The Holding Company's equity ownership in DLJ..........................        (590.2)            (499.0)
        Minority interest in DLJ...............................................        (588.6)            (324.3)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      492.3       $      415.9
                                                                                ================   =================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                     1996                1995
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
        <S>                                                                     <C>                <C>         
        Commission, fees and other income......................................  $    1,818.2       $    1,325.9
        Net investment income..................................................       1,074.2              904.1
        Dealer, trading and investment gains, net..............................         598.4              528.6
                                                                                ----------------   -----------------
        Total revenues.........................................................       3,490.8            2,758.6
        Total expenses including income taxes..................................       3,199.5            2,579.5
                                                                                ----------------   -----------------
        Net earnings...........................................................         291.3              179.1
        Dividends on preferred stock...........................................          18.7               19.9
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      272.6       $      159.2
                                                                                ================   =================
        DLJ's earnings applicable to common shares as reported.................  $      272.6       $      159.2
        Amortization of cost in excess of net assets acquired in 1985..........          (3.1)              (3.9)
        The Holding Company's equity in DLJ's earnings.........................        (107.8)             (90.4)
        Minority interest in DLJ...............................................         (73.4)              (6.5)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $       88.3       $       58.4
                                                                                ================   =================
</TABLE>

                                      F-43
<PAGE>

21)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for certain employees.  The Company elected to continue to account
        for stock-based compensation using the intrinsic value method prescribed
        in APB Opinion No. 25. Had  compensation  expense of the Company's stock
        option  incentive plans for options granted after December 31, 1994 been
        determined  based on the  estimated  fair  value at the grant  dates for
        awards under those plans,  the Company's pro forma net earnings for 1996
        and 1995 would have been as follows:

                                    1996              1995
                               ---------------   ---------------
                                        (IN MILLIONS)
        Net Earnings
          As Reported.........  $       10.3      $     312.8
          Pro Forma...........  $        3.2      $     311.3

        The fair value of options and units  granted  after  December  31, 1994,
        used as a basis for the above pro forma disclosures, was estimated as of
        the date of grants using Black-Scholes option pricing models. The option
        and unit pricing assumptions for 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                      HOLDING COMPANY                    DLJ                        ALLIANCE
                                  -------------------------   --------------------------  -----------------------------
                                     1996          1995          1996          1995           1996            1995
                                  -----------   -----------   -----------   ------------  -------------   -------------
        <S>                        <C>           <C>           <C>            <C>          <C>             <C>       
        Dividend yield...........     0.80%         0.96%         1.54%         1.85%         8.0%            8.0%
        Expected volatility......    20.00%        20.00%        25.00%        25.00%        23.00%          23.00%
        Risk-free interest rate..     5.92%         6.83%         6.07%         5.86%         5.80%           6.00%

        Expected Life............  5 YEARS       5 years       5 YEARS        5 years      7.43 YEARS      7.43 years
        Weighted fair value
          per option granted.....    $6.94         $5.90         $9.35          -            $2.69           $2.24
</TABLE>

                                      F-44
<PAGE>

        A  summary  of the  Holding  Company  and DLJ  stock  option  plans  and
        Alliance's Unit option plans are as follows:

<TABLE>
<CAPTION>
                                          HOLDING COMPANY                       DLJ                           ALLIANCE
                                    -----------------------------   -----------------------------   -----------------------------
                                                      Options                         Options                         Options
                                                    Outstanding                     Outstanding                     Outstanding
                                                      Weighted                        Weighted                        Weighted
                                                      Average                         Average                         Average
                                      Shares         Exercise          Shares        Exercise           Units         Exercise
                                    (In Millions)      Price        (In Millions)     Price         (In Millions)      Price
                                    -------------   -------------   -------------   -------------   -------------   -------------
        <S>                         <C>             <C>             <C>             <C>             <C>             <C>
        Balance as of
          January 1, 1994........         6.1                             -                               3.2
          Granted................          .7                             -                               1.2
          Exercised..............         -                               -                               (.5)
          Forfeited..............         -                               -                               (.1)
                                    -------------                   -------------                   -------------
        Balance as of
          December 31, 1994......         6.8                             -                               3.8
          Granted................          .4                             9.2                             1.8
          Exercised..............         (.1)                            -                               (.5)
          Expired................         (.1)                            -                               -
          Forfeited..............         (.3)                            -                               (.3)
                                    -------------                   -------------                   -------------
        Balance as of
          December 31, 1995......         6.7           $20.27            9.2          $27.00             4.8           $17.72
          Granted................          .7           $24.94            2.1          $32.54              .7           $25.12
          Exercised..............         (.1)          $19.91            -              -                (.4)          $13.64
          Expired................         (.6)          $20.21            -              -                -               -
          Forfeited..............         -               -               (.2)         $27.00             (.1)          $19.32
                                    -------------                   -------------                   -------------
        Balance as of
          December 31, 1996......         6.7           $20.79           11.1          $28.06             5.0           $19.07
                                    =============   =============   =============   =============   =============   =============
</TABLE>

                                      F-45
<PAGE>

        Information  with  respect  to stock and unit  options  outstanding  and
        exercisable at December 31, 1996 is as follows:

<TABLE>
<CAPTION>
                                      Options Outstanding                                          Options Exercisable
        -------------------------------------------------------------------------------    --------------------------------------
                                                       Weighted
                                                        Average           Weighted                                 Weighted
              Range of               Number            Remaining           Average               Number             Average
              Exercise            Outstanding         Contractual         Exercise            Exercisable           Exercise
               Prices            (In Millions)        Life (Years)          Price            (In Millions)           Price
        ---------------------   -----------------   ---------------   -----------------    -------------------   ----------------
        <S>                     <C>                 <C>               <C>                  <C>                   <C>
               Holding
               Company
        ---------------------
        $18.125-$27.75                 6.7                 7.00             $20.79                3.4                $20.18
                                =================   ===============   =================    ===================   ================

                 DLJ
        ---------------------
        $27.00-$33.50                 11.1                 9.00             $28.06                -                    -
                                =================   ===============   =================    ===================   ================

              Alliance
        ---------------------
        $ 6.0625-$15.9375              1.3                 4.76             $12.97                1.2                $12.58
        $16.3125-$19.75                1.1                 8.19             $19.13                 .2                $18.69
        $19.875 -$19.875               1.0                 7.36             $19.88                 .4                $19.88
        $20.75  -$24.375                .9                 8.46             $22.05                 .3                $21.84
        $24.375 -$25.125                .7                 9.96             $25.13                -                    -
                                -----------------                                          -------------------  
        $ 6.0625-$25.125               5.0                 7.43             $19.07                2.1                $15.84
                                =================   ===============   =================    ===================   ================
</TABLE>

                                      F-46
<PAGE>



                                     PART C
                                OTHER INFORMATION
                                -----------------

Item 24. Financial Statements and Exhibits
         ---------------------------------

         (a) Financial Statements included in Part B.

   
         1. Separate Account A:
            - Report of Independent Accountants - Price Waterhouse;
            - Statements of Assets and Liabilities for the Year Ended
              December 31, 1996; 
            - Statements of Operations for the Year Ended December 31, 1996; 
            - Statements of Changes in Net Assets for the Years Ended
              December 31, 1996 and 1995; 
            - Notes to Financial Statements;

         2. The Equitable Life Assurance Society of the United States:
            - Report of Independent Accountants - Price Waterhouse; 
            - Consolidated Balance Sheets as of December 31, 1996 and 1995; 
            - Consolidated Statements of Earnings for Years Ended 
              December 31, 1996, 1995 and 1994; 
            - Consolidated Statements of Equity for Years Ended 
              December 31, 1996, 1995 and 1994; 
            - Consolidated Statements of Cash Flows for Years Ended 
              December 31, 1996, 1995 and 1994; and 
            - Notes to Consolidated Financial Statements
    

         (b) Exhibits.

             The following exhibits are filed herewith:

             1.   (a)   Resolutions of the Board of Directors of The
                        Equitable Life Assurance Society of the United States
                        ("Equitable") authorizing the establishment of the
                        Registrant, previously filed with this Registration
                        Statement No. 33-58950 on April 29, 1996.

                  (b)   Resolutions of the Board of Directors of Equitable dated
                        October 16, 1986 authorizing the reorganization of
                        Separate Accounts A, C, D, E, J and K into one
                        continuing separate account, previously filed with this
                        Registration Statement No. 33-58950 on April 29, 1996.

             2. Not applicable.

             3.   (a)   Sales Agreement among Equitable, Separate Account A and
                        Equitable Variable Insurance Company as principal
                        underwriter for The Hudson River Trust, previously filed
                        with this Registration Statement No. 33-58950 on March
                        2, 1993.


                                      C-1
<PAGE>
                  (b)   Distribution and Servicing Agreement among Equico
                        Securities, Inc., ("Equico") Equitable and Equitable
                        Variable dated as of May 1, 1994, previously filed with
                        this Registration Statement No. 33-58950 on March 24,
                        1995.

                  (c)   Distribution Agreement by and between The Hudson River
                        Trust and Equico dated as of January 1, 1995, previously
                        filed with this Registration Statement No. 33-58950 on
                        April 14, 1995.

                  (d)   Sales Agreement among Equico, Equitable and Equitable's
                        Separate Account A, Separate Account 301 and Separate
                        Account No. 51 dated as of January 1, 1995, previously
                        filed with this Registration Statement No. 33-58950 on
                        April 14, 1995.

             4.   (a)   Form of group annuity contract for IRC Section 401(a)
                        Plans, previously filed with this Registration Statement
                        No. 33-58950 on March 2, 1993.

                  (b)   Form of Group Annuity Contract between Equitable and
                        Aurora Health Care, Inc. with respect to adding 403(b)
                        Plans, previously filed with this Registration Statement
                        No. 33-58950 on March 24, 1995.

   
                  (c)   Form of Momentum Plus 457 group annuity contract,
                        previosly filed with this Registration Statement No.
                        33-58950 on July 12, 1996.
    

             5. Form of application, previously filed with this Registration 
                Statement No. 33-58950 on March 2, 1993.

             6.   (a)   Copy of the Restated Charter of Equitable, adopted
                        August 6, 1992, previously filed with this Registration
                        Statement No. 33-58950 on March 2, 1993.

                  (b)   By-Laws of Equitable, as amended through July 22, 1992,
                        previously filed with this Registration Statement No.
                        33-58950 on March 2, 1993.

                  (c)   Copy of the Certificate of Amendment to the Restated
                        Charter of Equitable, adopted November 18, 1993,
                        previously filed with this Registration Statement No.
                        33-58950 on April 29, 1996.

   
                  (d)   By-Laws of Equitable, as amended November 21, 1996.

                  (e)   Copy of the Restated Charter of Equitable, as amended
                        January 1, 1997.
    

             7. Not applicable.

             8. Not applicable.

             9. Opinion and Consent of Jonathan E. Gaines, Vice
                President and Associate General Counsel as to the
                legality of the securities being registered, previously
                filed with this Registration Statement No. 33-58950 on
                August 12, 1993.

             10.  (a)   Consent of Price Waterhouse LLP.


                                      C-2
<PAGE>


             11. Not applicable.

             12. Not applicable.

             13.  (a)   Schedule for computation of Money Market Fund Yield
                        quotations, previously filed with this Registration
                        Statement No. 33-58950 on April 28, 1994.

                  (b)   Separate Account A Performance Values Worksheets
                        One-Year Standardized Performance for the Year Ending
                        December 31, 1993, previously filed with this
                        Registration Statement No. 33-58950 on April 28, 1994.

             27. Financial Data Schedule.


                                      C-3
<PAGE>
Item 25:   Directors and Officers of Equitable.
           -----------------------------------

   
           Set forth below is information regarding the directors and
           principal officers of Equitable. Equitable's address is 1290
           Avenue of the Americas, New York, New York 10104. The business
           address of the persons whose names are preceded by an asterisk
           is that of Equitable.
    

                                                 POSITIONS AND
NAME AND PRINCIPAL                               OFFICES WITH
BUSINESS ADDRESS                                 EQUITABLE
- ----------------                                 ---------

DIRECTORS

   
Claude Bebear                                    Director
AXA-UAP
23, Avenue Matignon
75008 Paris, France

Christopher J. Brocksom                          Director
AXA Equity & Law
Elbury 9
Weedon Lane
Buckinghamshire HP 6505
England

Francoise Colloc'h                               Director
AXA-UAP
23, Avenue Matignon
75008 Paris, France
    

Henri de Castries                                Director
AXA-UAP
23, Avenue Matignon
75008 Paris, France

Joseph L. Dionne                                 Director
The McGraw-Hill Companies
1221 Avenue of the Americas
New York, NY 10020

William T. Esrey                                 Director
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112

Jean-Rene Fourtou                                Director
Rhone-Poulenc S.A.
25 Quai Paul Doumer
92408 Courbevoie Cedex,
France


                                      C-4
<PAGE>
                                                 POSITIONS AND
NAME AND PRINCIPAL                               OFFICES WITH
BUSINESS ADDRESS                                 EQUITABLE
- ----------------                                 ---------

Norman C. Francis                                Director
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA 70125

Donald J. Greene                                 Director
LeBouef, Lamb, Greene & MacRae
125 West 55th Street
New York, NY 10019-4513

John T. Hartley                                  Director
Harris Corporation
1025 NASA Boulevard
Melbourne, FL 32919

John H.F. Haskell, Jr.                           Director
Dillion, Read & Co., Inc.
535 Madison Avenue
New York, NY 10028

   
Mary R. (Nina) Henderson                         Director
CPC International, Inc.
International Plaza
P.O. Box 8000
Englewood Cliffs, NJ 07632-9976

W. Edwin Jarmain                                 Director
Jarmain Group Inc.
121 King Street West
Suite 2525
Toronto, Ontario M5H 3T9,
Canada
    

G. Donald Johnston, Jr.                          Director
184-400 Ocean Road
John's Island
Vero Beach, FL 32963

Winthrop Knowlton                                Director
Knowlton Brothers, Inc.
530 Fifth Avenue
New York, NY 10036

Arthur L. Liman                                  Director
Paul, Weiss, Rifkind, Wharton &
   Garrison
1285 Avenue of the Americas
New York, NY 10019


                                      C-5
<PAGE>
                                                 POSITIONS AND
NAME AND PRINCIPAL                               OFFICES WITH
BUSINESS ADDRESS                                 EQUITABLE
- ----------------                                 ---------

George T. Lowy                                   Director
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019

Didier Pineau-Valencienne                        Director
Schneider S.A.
64-70 Avenue Jean-Baptiste Clement
92646 Boulogne-Billancourt Cedex
France

George J. Sella, Jr.                             Director
P.O. Box 397
Newton, NJ 07860

Dave H. Williams                                 Director
Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, NY 10105

OFFICER-DIRECTORS

   
*James M. Benson                                 President and
                                                 Director (until 5/1/97)
    

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

   
*Joseph J. Melone                                Chairman of the Board, Chief
                                                 Executive Officer and Director;
                                                 President (effective 5/1/97)
    

OTHER OFFICERS

   
*A. Frank Beaz                                   Senior Vice President

*Leon Billis                                     Senior Vice President
    

*Harvey Blitz                                    Senior Vice President and 
                                                 Deputy Chief Financial Officer

*Kevin R. Byrne                                  Vice President and Treasurer

*Jerry M. de St. Paer                            Executive Vice President

*Gordon G. Dinsmore                              Senior Vice President

*Alvin H. Fenichel                               Senior Vice President and
                                                 Controller


                                      C-6
<PAGE>
                                                 POSITIONS AND
NAME AND PRINCIPAL                               OFFICES WITH
BUSINESS ADDRESS                                 EQUITABLE
- ----------------                                 ---------

   
*Paul J. Flora                                   Senior Vice President and
                                                 Auditor
    

*Robert E. Garber                                Executive Vice President and
                                                 General Counsel

   
*Donald R. Kaplan                                Vice President and Chief
                                                 Compliance Officer and
                                                 Associate General Counsel
    

*Michael S. Martin                               Senior Vice President

*Peter D. Noris                                  Executive Vice President and
                                                 Chief Investment Officer

*Anthony C. Pasquale                             Senior Vice President

*Pauline Sherman                                 Vice President, Secretary and
                                                 Associate General Counsel

   
*Samuel B. Shlesinger                            Senior Vice President

*Richard V. Silver                               Senior Vice President and
                                                 Deputy General Counsel
    

*Jose Suquet                                     Executive Vice President and
                                                 Chief Agency Officer

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


                                      C-7
<PAGE>



Item 26.   Persons Controlled by or Under Common Control with Equitable 
           -------------------------------------------------------------
           or Registrant
           -------------

           Separate Account A of The Equitable Life Assurance Society of the
United States (the "Separate Account") is a separate account of Equitable.
Equitable, a New York stock life insurance company, is a wholly owned subsidiary
of The Equitable Companies Incorporated (the "Holding Company"), a publicly
traded company.

   
           The largest stockholder of the Holding Company is AXA-UAP. As of
January 1, 1997, AXA-UAP beneficially owned 63.8% of the outstanding common
stock of the Holding Company (assuming conversion of the convertible preferred
stock held by AXA-UAP). Under its investment arrangements with Equitable Life
and the Holding Company, AXA-UAP is able to exercise significant influence over
the operations and capital structure of the Holding Company and its
subsidiaries, including Equitable Life. AXA-UAP, a French company, is the
holding company for an international group of insurance and related financial
services companies.
    


                                      C-8
<PAGE>
                  ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

The Equitable Companies Incorporated (l991) (Delaware)

    Donaldson, Lufkin & Jenrette, Inc. (1993) (Delaware) (44.1%) (See Addendum
    B(1) for subsidiaries)

    The Equitable Life Assurance Society of the United States (1859) (New York)
    (a)(b)

         The Equitable of Colorado, Inc. (l983) (Colorado)

         EVLICO, INC. (1995) (Delaware)

   
         EVLICO East Ridge, Inc. (1995) (California)

         GP/EQ Southwest, Inc. (1995) (Texas) (5.885%)
    

         Franconom, Inc. (1985) (Pennsylvania)

         Frontier Trust Company (1987) (North Dakota)

         Gateway Center Buildings, Garage, and Apartment Hotel, Inc.
         (inactive) (pre-l970) (Pennsylvania)

         Equitable Deal Flow Fund, L.P.

              Equitable Managed Assets (Delaware)

         EREIM LP Associates (99%)

              EML Associates, L.P. (19.8%)

   
         Alliance Capital Management L.P. (2.71% limited partnership interest)
    

         ACMC, Inc. (1991) (Delaware)(s)

   
              Alliance Capital Management L.P. (1988) (Delaware)
              (49.09% limited partnership interest)
    

         EVCO, Inc. (1991) (New Jersey)

         EVSA, Inc. (1992) (Pennsylvania)

         Prime Property Funding, Inc. (1993) (Delaware)

         Wil Gro, Inc. (1992) (Pennsylvania)

   
         Equitable Underwriting and Sales Agency (Bahamas) Limited
         (1993) (Bahamas)
    

 (a) Registered Broker/Dealer     (b) Registered Investment Advisor


                                      C-9

<PAGE>

The Equitable Companies Incorporated (cont.)
    Donaldson Lufkin & Jenrette, Inc.
    The Equitable Life Assurance Society of the United States (cont.)

   
         Fox Run Inc. (1994) (Massachusetts)

         STCS, Inc. (1992) (Delaware)

         CCMI Corporation (1994) (Maryland)

         FTM Corporation (1994) (Maryland)

         HVM Corporation (1994) (Maryland)

         Equitable BJVS, Inc. (1992) (California)

         Equitable Rowes Wharf, Inc. (1995) (Massachusetts)

         GP/EQ Southwest, Inc. (1995) (Texas) (94.132%)

         Camelback JVS, Inc. (1995) (Arizona)

         ELAS Realty, Inc. (1996) (Delaware)

         Equitable Realty Assets Corporation (1983) (Delaware)

         100 Federal Street Realty Corporation (Massachusetts)

         Equitable Structured Settlement Corporation (1996)(Delaware)
    

         Equitable Holding Corporation (1985) (Delaware)

              EQ Financial Consultants, Inc. (formerly Equico Securities, Inc.)
              (l97l) (Delaware) (a) (b)

   
              ELAS Securities Acquisition Corp. (l980) (Delaware)

              100 Federal Street Funding Corporation (Massachusetts)

              EquiSource of New York, Inc. (1986) (New York) (See Addendum A for
              subsidiaries)
    

              Equitable Casualty Insurance Company (l986) (Vermont)

              EREIM LP Corp. (1986) (Delaware)

                   EREIM LP Associates (1%)

                        EML Associates (.02%)

 (a) Registered Broker/Dealer     (b) Registered Investment Advisor


                                      C-10
<PAGE>
The Equitable Companies Incorporated (cont.)
    Donaldson Lufkin & Jenrette, Inc.
    The Equitable Life Assurance Society of the United States (cont.)
         Equitable Holding Corporation (cont.)

              Six-Pac G.P., Inc. (1990) (Georgia)

              Equitable Distributors, Inc. (1988) (Delaware) (a)

              Equitable JVS, Inc. (1988) (Delaware)

                   Astor/Broadway Acquisition Corp. (1990) (New York)

                   Astor Times Square Corp. (1990) (New York)

                   PC Landmark, Inc. (1990) (Texas)

                   Equitable JVS II, Inc. (1994) (Maryland)

                   EJSVS, Inc. (1995) (New Jersey)

           Donaldson, Lufkin & Jenrette, Inc. (1985 by EIC; 1993 by EQ
           and EHC) (Delaware) (36.1%) (See Addendum B(1) for
           subsidiaries)

           JMR Realty Services, Inc. (1994) (Delaware)

           Equitable Structured Settlement Corporation (1996)
           (Delaware)

           Equitable Investment Corporation (l97l) (New York)

              Stelas North Carolina Limited Partnership (50% limited partnership
              interest) (l984)

   
              Equitable JV Holding Corporation (1989) (Delaware)

              Alliance Capital Management Corporation (l991) (Delaware) (b) (See
              Addendum B(2) for subsidiaries)

              Equitable Capital Management Corporation (l985) (Delaware) (b)

                   Alliance Capital Management L.P. (1988) (Delaware) (14.67%
                   limited partnership interest)
    

              EQ Services, Inc. (1992) (Delaware)

              Equitable Agri-Business, Inc. (1984) Delaware

   
              Equitable Real Estate Investment Management, Inc. (l984)
              (Delaware) (b) (See Addendum B(3) for subsidiaries)
    

(a) Registered Broker/Dealer  (b) Registered Investment Advisor


                                      C-11
<PAGE>
                  ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

                             ADDENDUM A - SUBSIDIARY
                        OF EQUITABLE HOLDING CORPORATION
                       HAVING MORE THAN FIVE SUBSIDIARIES
                  --------------------------------------------

   
EquiSource of New York, Inc. (formerly Traditional Equinet Business Corporation
of New York) has the following subsidiaries that are brokerage companies to make
available to Equitable Agents within each state traditional (non-equity)
products and services not manufactured by Equitable:
    

      EquiSource of Alabama, Inc. (1986) (Alabama)
      EquiSource of Arizona, Inc. (1986) (Arizona)
      EquiSource of Arkansas, Inc. (1987) (Arkansas)
      EquiSource Insurance Agency of California, Inc. (1987) (California)
      EquiSource of Colorado, Inc. (1986) (Colorado)
   
      EquiSource of Delaware, Inc. (1986) (Delaware)
    
      EquiSource of Hawaii, Inc. (1987) (Hawaii)
      EquiSource of Maine, Inc. (1987) (Maine)
      EquiSource Insurance Agency of Massachusetts, Inc. (1988) (Massachusetts)
      EquiSource of Montana, Inc. (1986) (Montana)
      EquiSource of Nevada, Inc. (1986) (Nevada)
      EquiSource of New Mexico, Inc. (1987) (New Mexico)
      EquiSource of Pennsylvania, Inc. (1986) (Pennsylvania)
      EquiSource Insurance Agency of Utah, Inc. (1986) (Utah)
      EquiSource of Washington, Inc. (1987) (Washington)
      EquiSource of Wyoming, Inc. (1986) (Wyoming)


                                      C-12
<PAGE>
   
                  ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
                      ADDENDUM B - INVESTMENT SUBSIDIARIES
                       HAVING MORE THAN FIVE SUBSIDIARIES

Donaldson, Lufkin & Jenrette, Inc. has the following subsidiaries, and
approximately 150 other subsidiaries, most of which are special purpose
subsidiaries (the number fluctuates according to business needs):
    
         Donaldson, Lufkin & Jenrette, Securities Corporation
         (1985) (Delaware) (a) (b)
              Wood, Struthers & Winthrop Management Corp. (1985) (Delaware) (b)
         Autranet, Inc. (1985) (Delaware) (a)
         DLJ Real Estate, Inc.
         DLJ Capital Corporation (b)
   
         DLJ Mortgage Capital, Inc. (1988) (Delaware)
    
              Column Financial, Inc. (1993) (Delaware) (50%)

Alliance Capital Management Corporation (as general partner) (b)has the 
following subsidiaries:
   
         Alliance Capital Management L.P. (1988) (Delaware) (b)
              Alliance Capital Management Corporation of
              Delaware, Inc. (Delaware)
                   Alliance Fund Services, Inc. (Delaware) (a)
                   Alliance Fund Distributors, Inc. (Delaware) (a)
                   Alliance Capital Oceanic Corp. (Delaware)
    
                   Alliance Capital Management Australia Pty. Ltd. (Australia)
                   Meiji - Alliance Capital Corp. (Delaware) (50%)
                   Alliance Capital (Luxembourg) S.A. (99.98%)
   
                   Alliance Eastern Europe Inc. (Delaware)
    
                   Alliance Barra Research Institute, Inc. (Delaware) (50%)
                   Alliance Capital Management Canada, Inc. (Canada) (99.99%)
   
                   Alliance Capital Management (Brazil) Llda
                   Alliance Capital Global Derivatives Corp. (Delaware)
                   Alliance International Fund Services S.A. (Luxembourg)
                   Alliance Capital Management (India) Ltd. (Delaware)
                   Alliance Capital Mauritius Ltd.
                   Alliance Corporate Finance Group, Incorporated (Delaware)
                        Equitable Capital Diversified Holdings, L.P. I
                        Equitable Capital Diversified Holdings, L.P. II
                   Curisitor Alliance L.L.C. (Delaware)
                        Curisitor Holdings Limited (UK)
                        Alliance Capital Management (Japan), Inc.
                        Alliance Capital Management (Asia) Ltd.
                        Alliance Capital Management (Turkey), Ltd.
                        Cursitor Alliance Management Limited (UK)

         (a) Registered Broker/Dealer (b) Registered Investment Advisor


                                      C-13
<PAGE>
                  ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
                              ADDENDUM B - (CONT.)
                             INVESTMENT SUBSIDIARIES
                       HAVING MORE THAN FIVE SUBSIDIARIES

Equitable Real Estate Investment Management, Inc. (b) has the 
following subsidiaries:

         Equitable Realty Portfolio Management, Inc. (1984) (Delaware)
              EQK Partners (100% general partnership interest)
         Compass Management and Leasing Co. (formerly EREIM, Inc.) (1984)
         (Colorado)
         Equitable Real Estate Capital Markets, Inc. (1987) (Delaware) (a)
         EPPNLP Corp. (1987) (Delaware)
         Equitable Pacific Partners Corp. (1987) (Delaware)
              Equitable Pacific Partners Limited Partnership
         EREIM Managers Corp. (1986) (Delaware)
              ML/EQ Real Estate Portfolio, L.P.
                   EML Associates, L.P. (80%)
         Compass Retail, Inc. (1990) (Delaware)
         Compass Management and Leasing, Inc. (1991) (Delaware)
              CJVS, Inc. (1994) (California)
              Compass Cayman (1996) (Cayman Islands)
              Compass Management and Leasing (UK) Limited
         Column Financial, Inc. (1993) (Delaware) (50%)
         Buckhead Strategic Corp. (1994) (Delaware)
              Buckhead Strategic Fund, L.P.
                   BH Strategic Co. I, L.P.
                   BH Strategic Co. II, L.P.
                   BH Strategic Co. III, L.P.
                   BH Strategic Co. IV, L.P.
         Community Funding, Inc. (1994) (Delaware)
              Community Mortgage Fund, L.P. (1994) (Delaware)
         Buckhead Strategic Corp., II (1995) (Delaware)
              Buckhead Strategic Fund L.P. II
                   Buckhead Co. I, L.P.
                   Buckhead Co. II, L.P.
                   Buckhead Co. III, L.P.
                        HYDOC, L.L.C.
                        Headwind Holding Corp.
                   Buckhead Co. IV, L.P.
                   Tricon Corp.
                        Tricon, L.P.
         Equitable Real Estate Hyperion Capital Advisors LLC (1995) (Delaware)

(a) Registered Broker/Dealer     (b) Registered Investment Advisor
    


                                      C-15
<PAGE>
                                 AXA GROUP CHART

   
The information listed below is dated as of December 31, 1996; percentages shown
represent voting power. The name of the owner is noted when AXA indirectly
controls the company.
    

                 AXA INSURANCE AND REINSURANCE BUSINESS HOLDING

<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- -------                                            -------                 ------------

<S>                                                <C>                     <C>
   
Axa Assurances Iard                                France                  99%
    

Axa Assurances Vie                                 France                  100% by Axa and Axa Courtage Vie

   
Axa Courtage Iard                                  France                  99.9% by Axa and Axa Assurances Iard

Axa Courtage Vie                                   France                  99.4% by Axa and Axa Assurances Iard and
                                                                           Axa Courtage Iard
    

Alpha Assurances Vie                               France                  100%

Axa Direct                                         France                  100%

Direct Assurances Iard                             France                  100% by Axa Direct

Direct Assurance Vie                               France                  100% by Axa Direct

   
Axa Direkt Versicherung A.G.                       Germany                 100% owned by Axa Direct

Axiva                                              France                  100% by Axa and Axa Courtage Vie

Defense Civile                                     France                  95%

Societe Francaise d'Assistance                     France                  100% by SFA Holding

Monvoisin Assurances                               France                  99.9% by different companies and Mutuals

Societe Beaujon                                    France                  99.9%

Lor Finance                                        France                  99.9%

Jour Finance                                       France                  100% by Alpha Assurances Iard and by Axa
                                                                           Assurances Iard

Compagnie Auxiliaire pour le Commerce and          France                  99.8% by Societe Beaujon
l'Industrie

C.F.G.A.                                           France                  99.96% owned by Mutuals and Finaxa

Axa Global Risks                                   France                  100% owned by Axa and Mutuals

Saint Bernard Diffusion                            France                  94.92% owned by Direct Assurances Iard

Sogarep                                            France                  95%, (100% with Mutuals)

Argovie                                            France                  100% by Axiva and SCA Argos

Finargos                                           France                  70.5% owned by Axiva
    
</TABLE>


                                      C-16
<PAGE>
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- -------                                            -------                 ------------

<S>                                                <C>                     <C>
   
Astral Finance                                     France                  99.33% by Axa Courtage Vie
    

Argos                                              France                  N.S.

Finaxa Belgium                                     Belgium                 100%

   
Axa Belgium                                        Belgium                 26.8% by Axa(SA) and 72.6% by Finaxa Belgium

De Kortrijske Verzekering                          Belgium                 99.8% by Axa Belgium

Juris                                              Belgium                 100% owned by Finaxa Belgium

Finaxa Luxembourg                                  Luxembourg              100%

Axa Assurance IARD Luxembourg                      Luxembourg              99.9%

Axa Assurance Vie Luxembourg                       Luxembourg              99.9%

Axa Aurora                                         Spain                   50% owned by Axa

Aurora Polar SA de Seguros y Reaseguros            Spain                   99.4% owned by Axa Aurora

Axa Vida SA de Seguros y Reaseguros                Spain                   89.82% owned by Aurora Polar 5% by Axa

Axa Gestion de Seguros y Reaseguros                Spain                   99.1% owned by Axa Aurora

Hilo Direct Seguros                                Spain                   99.9% by Axa Aurora

Axa Assicurazioni                                  Italy                   100% owned by Axa

Eurovita                                           Italy                   30% owned by Axa Assicurazioni

Axa Equity & Law plc                               U.K.                    99.9% owned by Axa

Axa Equity & Law Life Assurance Society            U.K.                    100% by Axa Equity & Law plc

Axa Equity & Law International                     U.K.                    100% owned by Axa Equity & Law Life
                                                                           Assurance Society

Axa Leven                                          The Netherlands         100% by Axa Equity & Law Life Assurance
                                                                           Society

Axa Insurance                                      U.K.                    100% owned by Axa

Axa Global Risks                                   U.K.                    100% owned by Axa Global Risks (France)

Axa Canada                                         Canada                  100% owned by Axa

Boreal Insurance                                   Canada                  100% owned by Gestion Fracapar
    

Axa Assurances Inc.                                Canada                  100% owned by Axa Canada
</TABLE>


                                      C-17
<PAGE>
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- -------                                            -------                 ------------

<S>                                                <C>                     <C>
   
Axa Insurance Inc.                                 Canada                  100% owned by Axa Canada and Axa Assurance
                                                                           Inc.
    

Anglo Canada General Insurance Cy                  Canada                  100% owned by Axa Canada

Axa Pacific Insurance                              Canada                  100% by Boreal Insurance

Boreal Assurances Agricoles                        Canada                  100% by Boreal Insurance

   
Sime Axa Berhad                                    Malaysia                30% owned by Axa and Axa Reassurance
    

Axa Sime Investment Holdings Pte Ltd               Singapore               50%

Axa Sime Assurance                                 Hong Kong               100% owned by Axa Sime Invt. Holdings Pte
                                                                           Ltd

Axa Sime Assurance                                 Singapore               100% owned by Axa Sime Invt Holdings Pte Ltd

Axa Life Insurance                                 Hong Kong               100%

PT Asuransi Axa Indonesia                          Indonesia               80%

   
Equitable Cies Incorp.                             U.S.A.                  60.8% between Axa, 44.69% Financiere 45,
                                                                           3.8%, Lorfinance 7.6% and Axa Equity & Law
                                                                           Life Association Society 4.8%

Equitable Life Assurance of the USA                U.S.A.                  100% owned by Equitable Cies Inc.

National Mutual Holdings Ltd                       Australia               51% between Axa, 42.1% and Axa Equity & Law
                                                                           Life Assurance Society 8.9%

The National Mutual Life Association of            Australia               100% owned by National Mutual Holdings Ltd
Australasia Ltd

National Mutual International Pty Ltd              Australia               100% owned by National Mutual Holdings Ltd

National Mutual (Bermuda) Ltd                      Australia               100% owned by National Mutual International
                                                                           Pty Ltd

National Mutual Asia Ltd                           Australia               55% owned by National Mutual Holdings Ltd
                                                                           and 20% by Datura Ltd and 13% by National
                                                                           Mutual Life Association of Australasia
    

Australian Casualty & Life Ltd                     Australia               100% owned by National Mutual Holdings Ltd

National Mutual Health Insurance Pty Ltd           Australia               100% owned by National Mutual Holdings Ltd
</TABLE>


                                      C-18
<PAGE>
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- -------                                            -------                 ------------

<S>                                                <C>                     <C>
Axa Reassurance                                    France                  100% owned by Axa, Axa Assurances Iard and
                                                                           Axa Global Risks

   
Axa Re Finance                                     France                  80% owned by Axa Reassurance

Axa Re Vie                                         France                  99.9% owned by Axa Reassurance

Axa Cessions                                       France                  100% by Axa
    

Axa Re Mexico                                      Mexico                  100% owned by Axa Reassurance

Axa Re Asia                                        Singapore               100% owned by Axa Reassurance

Axa Re U.K. Plc                                    U.K.                    100% owned by Axa Re U.K. Holding

Axa Re U.K. Holding                                U.K.                    100% owned by Axa Reassurance

   
Axa Re U.S.A.                                      U.S.A.                  100% owned by Axa America
                                                                           and Axa Reassurance
    

Axa America                                        U.S.A.                  100% owned by Axa Reassurance

International Technology Underwriters Inc.         U.S.A.                  80% owned by Axa America
(INTEC)

Axa Re Life                                        U.S.A.                  100% owned by Axa Re Vie

C.G.R.M.                                           Monaco                  100% owned by Axa Reassurance

Axa Life Insurance                                 Japan                   100% owned by Axa

   
Dongbu Axa Life Insurance Co Ltd                   Korea                   50% owned by Axa

Axa Oyak Hayat Sigota                              Turkey                  60% owned by Axa

Oyak Sigorta                                       Turkey                  11% owned by Axa
    
</TABLE>


                                      C-19
<PAGE>
                             AXA FINANCIAL BUSINESS

<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- -------                                            -------                 ------------

<S>                                                <C>                     <C>
Compagnie Financiere de Paris (C.F.P.)             France                  96.9%, (100% with Mutuals)

Axa Banque                                         France                  98.7% owned by C.F.P.

Financiere 78                                      France                  100% owned by C.F.P.

Axa Credit                                         France                  65% owned by C.F.P.

Axa Gestion Interessement                          France                  100% owned by Axa Asset Management Europe

Compagnie Europeenne de Credit (C.E.C.)            France                  100% owned by C.F.P.

Fidei                                              France                  20.7% owned by C.F.P. and 10.8% by Axamur

   
Societe de Placements Selectionnes S.P.S.          France                  98.58% with Mutuals

Presence et Initiative                             France                  100% with Mutuals
    

Vamopar                                            France                  100% owned by Societe Beaujon

Financiere Mermoz                                  France                  100%

Axa Asset Management Europe                        France                  100%

Axa Asset Management Partenaires                   France                  100% owned by Axa Asset Management Europe

Axa Asset Management Conseils                      France                  100% owned by Axa Asset Management Europe

Axa Asset Management Distribution                  France                  100% owned by Axa Asset Management Europe

   
Axa Equity & Law Home Loans                        U.K.                    100% owned by Axa Equity & Law Plc

Axa Equity & Law Commercial Loans                  U.K.                    100% owned by Axa Equity & Law Plc
    
</TABLE>


                                      C-20
<PAGE>
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- -------                                            -------                 ------------

<S>                                                <C>                     <C>
Alliance Capital Management                        U.S.A.                  59% held by ELAS

Donaldson Lufkin & Jenrette                        U.S.A.                  44.1% owned by Equitable Cies Inc. and
                                                                           36.1% by Equitable Holding Cies

   
National Mutual Funds Management (Global) Ltd      Australia               100% owned by National Holdings Ltd

National Mutual Funds Management North             USA                     100% by National Mutual Funds Management
America Holding Inc.                                                       (Global) Ltd.

Cogefin                                            Luxembourg              100% owned by Axa Belgium

Financiere 45                                      France                  99.8% owned by Axa

Mofipar                                            France                  99.76% owned by Axa

ORIA                                               France                  100% owned by Axa Millesimes

Axa Oeuvres d'Art                                  France                  100% by Mutuals

Axa Cantenac Brown                                 France                  100% by Societe Beaujon

Axa Suduiraut                                      France                  99.6% owned by Societe Beaujon

Colisee Acti Finance 2                             France                  100% owned by Axa Assurances Iard Mutuelle
    
</TABLE>


                                      C-21
<PAGE>
                            AXA REAL ESTATE BUSINESS

<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- -------                                            -------                 ------------

<S>                                                <C>                     <C>
   
C.I.P.M.                                           France                  97.8% with Mutuals
    

Fincosa                                            France                  100% owned by C.I.P.M.

Prebail                                            France                  100% owned by Societe Beaujon and C.F.P.

   
Axamur                                             France                  100% by different companies and Mutuelles
    

Parigest                                           France                  100% by the Mutuals, C.I.P.M. and Fincosa

Parimmo                                            France                  100% by the insurance companies and Mutuals

   
S.G.C.I.                                           France                  100% by different companies and Mutuelles

Transaxim                                          France                  100% owned by S.G.C.I. and C.P.P.
    

Compagnie Parisienne de Participations             France                  100% owned by S.G.C.I.

   
Monte Scopando                                     France                  100% owned by C.P.P.

Matipierre                                         France                  100% by different companies

Securimmo                                          France                  87.12% by different companies and Mutuals

Paris Orleans                                      France                  100% by Axa Courtage Iard

Colisee Bureaux                                    France                  100% by different companies and Mutuals

Colisee Premiere                                   France                  100% by different companies and Mutuals

Colisee Laffitte                                   France                  100% by Colisee Bureaux
    

Foniere Carnot Laforge                             France                  100% by Colisee Premiere

Parc Camoin                                        France                  100% by Colisee Premiere

Delta Point du Jour                                France                  100% owned by Matipierre

Paroi Nord de l'Arche                              France                  100% owned by Matipierre

Falival                                            France                  100% owned by Axa Reassurance

   
Compagnie du Gaz d'Avignon                         France                  99% owned by Axa Ass Iard

Ahorro Familiar                                    France                  42.2% owned by Axa Assurances Iard

Fonciere du Val d'Oise                             France                  100% owned by C.P.P.
    

Sodarec                                            France                  100% owned by C.P.P.
</TABLE>


                                      C-22
<PAGE>
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- -------                                            -------                 ------------

<S>                                                <C>                     <C>
   
Centrexpo                                          France                  100% owned by C.P.P.

Fonciere de la Vile du Bois                        France                  100% owned by Centrexpo

Colisee Seine                                      France                  100% owned by different companies

Translot                                           France                  100% owned by SGCI
    

S.N.C. Dumont d'Urville                            France                  100% owned by Colisee Premiere

Colisee Federation                                 France                  100% by SGCI

Colisee Saint Georges                              France                  100% by SGCI

   
Drouot Industrie                                   France                  50% by SGCI and 50% by Axamur

Colisee Vauban                                     France                  99.6% by Matipierre

Fonciere Colisee                                   France                  100% by Matipierre and different companies

Axa Pierre S.C.I.                                  France                  97.6% owned by different companies and
                                                                           Mutuals

Axa Millesimes                                     France                  85.2% owned by AXA and the Mutuals

Chateau Suduirault                                 France                  100% owned by Axa Millesimes

Diznoko                                            Hongrie                 95% owned by Axa Millesimes
    

Compagnie Fonciere Matignon                        France                  100% by different companies and Mutuals

Equitable Real Estate Investment                   U.S.A.                  100% owned by ELAS

   
Quinta do Noval Vinhos S.A.                        Portugal                99.6% owned by Axa Millesimes
    
</TABLE>


                                      C-23
<PAGE>
                               OTHER AXA BUSINESS

<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- -------                                            -------                 ------------

<S>                                                <C>                     <C>
   
A.N.F.                                             France                  95.4% owned by Finaxa

Lucia                                              France                  20.6% owned by Axa Assurances Iard and
                                                                           8.6% by Mutuals

Schneider S.A.                                     France                  10.4%
    
</TABLE>


                                      C-24
<PAGE>
                  ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

                                      NOTES
                                      -----


1.  The year of formation or acquisition and state or country of incorporation
    of each affiliate is shown.

2.  The chart omits certain relatively inactive special purpose real estate
    subsidiaries, partnerships, and joint ventures formed to operate or develop
    a single real estate property or a group of related properties, and certain
    inactive name-holding corporations.

   
3.  All ownership interests on the chart are 100% common stock ownership except:
    (a) The Equitable Companies Incorporated's 44.1% interest in Donaldson,
    Lufkin & Jenrette, Inc. and Equitable Holding Corporation's 36.1% interest
    in same; (b) as noted for certain partnership interests; (c) Equitable
    Life's ACMC, Inc.'s and Equitable Capital Management Corporation's limited
    partnership interests in Alliance Capital Management L.P.; (d) as noted for
    certain subsidiaries of Alliance Capital Management Corp. of Delaware, Inc.;
    (e) Treasurer Robert L. Bennett's 20% interest in Compass Management and
    Leasing Co. (formerly EREIM, Inc.); and (f) DLJ Mortgage Capital's and
    Equitable Real Estate's respective ownerships, 50% each in Column Financial,
    Inc.
    

4.  The operational status of the entities shown as having been formed or
    authorized but "not yet fully operational" should be checked with the
    appropriate operating areas, especially for those that are start-up
    situations.

5.  The following entities are not included in this chart because, while they
    have an affiliation with The Equitable, their relationship is not the
    ongoing equity-based form of control and ownership that is characteristic of
    the affiliations on the chart, and, in the case of the first two entities,
    they are under the direction of at least a majority of "outside" trustees:

   
                               The Equitable Funds
                             The Hudson River Trust
                                EQ Advisors Trust
                                Separate Accounts

6.  This chart was last revised on April 1, 1997.
    


                                      C-25
<PAGE>
Item 27.        Number of Contractowners
                ------------------------

   
                As of March 31, 1997, there were 78,713 certificates in force
under the Momentum Plus Contract offered by the registrant.
    

Item 28.        Indemnification
                ---------------

                (a)   Indemnification of Principal Underwriter
                      ----------------------------------------

                      To the extent permitted by law of the State of New York
                      and subject to all applicable requirements thereof,
                      Equitable undertook to indemnify each of its directors and
                      officers who is made or threatened to be made a party to
                      any action or proceeding, whether civil or criminal, by
                      reason of the fact that he or she, is or was a director or
                      officer of Equico.

                (b)   Undertaking
                      -----------

                      Insofar as indemnification for liability arising under the
                      Securities Act of 1933 ("Act") may be permitted to
                      directors, officers and controlling persons of the
                      registrant pursuant to the foregoing provisions, or
                      otherwise, the registrant has been advised that in the
                      opinion of the Securities and Exchange Commission such
                      indemnification is against public policy as expressed in
                      the Act and is, therefore, unenforceable. In the event
                      that a claim for indemnification against such liabilities
                      (other than the payment by the registrant of expenses
                      incurred or paid by a director, officer or controlling
                      person of the registrant in the successful defense of any
                      action, suit or proceeding) is asserted by such director,
                      officer or controlling person in connection with the
                      securities being registered, the registrant will, unless
                      in the opinion of its counsel the matter has been settled
                      by controlling precedent, submit to a court of appropriate
                      jurisdiction the question whether such indemnification by
                      it is against public policy as expressed in the Act and
                      will be governed by the final adjudication of such issue.

Item 29.        Principal Underwriters
                ----------------------

   
                (a)   EQ Financial Consultants, Inc. ("EQ Financial"), a
                      wholly-owned subsidiary of Equitable, is the principal
                      underwriter and depositor for its Separate Account A,
                      Separate Account No. 301, Separate Account I and Separate
                      Account FP. EQ Financial's principal business address is
                      1755 Broadway, NY, NY 10019.
    

                (b)   See Item 25.

                (c)   Not applicable.

Item 30.        Location of Accounts and Records
                --------------------------------

                The records required to be maintained by Section 31(a) of the
                Investment Company Act of 1940 and Rules 31a-1 to 31a-3
                thereunder are maintained by Equitable at Two Penn Plaza, New
                York, New York 10121.

Item 31.        Management Services
                -------------------


                                      C-26
<PAGE>
                Not applicable.

Item 32.        Undertakings
                ------------

                The Registrant hereby undertakes:

                (a)   to file a post-effective amendment to this registration
                      statement as frequently as is necessary to ensure that the
                      audited financial statements in the registration statement
                      are never more than 16 months old for so long as payments
                      under the variable annuity contracts may be accepted;

                (b)   to include either (1) as part of any application to
                      purchase a contract offered by the prospectus, a space
                      that an applicant can check to request a Statement of
                      Additional Information, or (2) a postcard or similar
                      written communication affixed to or included in the
                      prospectus that the applicant can remove to send for a
                      Statement of Additional Information; and

                (c)   to deliver any Statement of Additional Information and any
                      financial statements required to be made available under
                      this Form promptly upon written or oral request.

   
                (d)   Equitable represents that the fees and charges deducted
                      under the Contract described in this Registration
                      Statement, in the aggregate, are reasonable in relation to
                      the services rendered, the expenses to be incurred, and
                      the risks assumed by Equitable under the Contract.
                      Equitable bases its representation on its assessment of
                      all of the facts and circumstances, including such
                      relevant factors as: the nature and extent of such
                      services, expenses and risks, the need for Equitable to
                      earn a profit, the degree to which the Contract includes
                      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.
    

                The Registrant hereby represents that it is relying on the
November 28, 1988 no-action letter (Ref. No. IP-6-88) relating to variable
annuity contracts offered as funding vehicles for retirement plans meeting the
requirements of Section 403(b) of the Internal Revenue Code. Registrant further
represents that it complies with the provisions of paragraph (1)-(4) of that
letter.


                                      C-27
<PAGE>
                                   SIGNATURES

   
         As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this amended Registration
Statement and has caused this amended Registration Statement to be signed on its
behalf, in the City and State of New York, on the 29th day of April, 1997.
    


                                SEPARATE ACCOUNT A OF THE EQUITABLE LIFE 
                                ASSURANCE SOCIETY OF THE UNITED STATES
                                               (Registrant)

                                By:  The Equitable Life Assurance Society
                                          of the United States

   
                                By:   /s/ Maureen K. Wolfson
                                    ----------------------------
                                         Maureen K. Wolfson
                                           Vice President
    

<PAGE>
                                   SIGNATURES

   
         As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this amended Registration
Statement and has caused this amended Registration Statement to be signed on its
behalf, in the City and State of New York, on the 29th day of April, 1997.
    


                                THE EQUITABLE LIFE ASSURANCE SOCIETY 
                                        OF THE UNITED STATES
                                             (Depositor)

                                By:   /s/ Maureen K. Wolfson
                                    ----------------------------
                                         Maureen K. Wolfson
                                           Vice President


         As required by the Securities Act of 1933 and the Investment Company
Act of 1940, this amendment to the registration statement has been signed by the
following persons in the capacities and on the date indicated:

PRINCIPAL EXECUTIVE OFFICERS:

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

James M. Benson                      President and Director

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

PRINCIPAL FINANCIAL OFFICER:

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

PRINCIPAL ACCOUNTING OFFICER:

   
/s/ Alvin H. Fenichel                Senior Vice President and Controller
- ---------------------
Alvin H. Fenichel
April 29, 1997
    

DIRECTORS:

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


By: /s/ Maureen K. Wolfson
    --------------------------
        Maureen K. Wolfson
        Attorney-in-Fact
        April 29, 1997
    

<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.                                                                           TAG VALUE
- -----------                                                                           ---------
<S>    <C>                                                                            <C>
   
 6(d)  By-Laws of Equitable, as amended November 21, 1996.                            EX-99.6d BYLAWS

 6(e)  Restated Charter of Equitable, as amended January 1, 1997.                     EX-99.6e CHARTER
    

10(a)  Consent of Price Waterhouse LLP.                                               EX-99.10a CONSENT

10(b)  Powers of Attorney.                                                            EX-99.10b POW ATTY

27     Financial Data Schedule.                                                       EX-27
</TABLE>







                      THE EQUITABLE LIFE ASSURANCE SOCIETY

                                       OF

                                THE UNITED STATES








                                     BY-LAWS
                                     -------








                         As Amended November 21, 1996


<PAGE>


                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                                       OF
                                THE UNITED STATES

                                     BY-LAWS
                                     -------


                                Table of Contents


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

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

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

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

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

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



<PAGE>


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

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

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

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

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

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

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

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

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

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


<PAGE>





                                     BY-LAWS

                                       OF

                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                              OF THE UNITED STATES

                                    ARTICLE I
                                    ---------

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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


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

                                   COMMITTEES
                                   ----------

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

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

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

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

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

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

         (v) Reviewing the Company's financial condition.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                    OFFICERS
                                    --------

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

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

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

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

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

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

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

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

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

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

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

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


                                    ARTICLE V
                                    ---------

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

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

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

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

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


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

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

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

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

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

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

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


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

                                     GENERAL
                                     -------

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


                                                                RESTATED CHARTER

                                                                              OF

                                            THE EQUITABLE LIFE ASSURANCE SOCIETY
                                                            OF THE UNITED STATES



ARTICLE I

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

ARTICLE II

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

ARTICLE III

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

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

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

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

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

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

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


                                     - 2 -
<PAGE>

ARTICLE IV

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

ARTICLE V

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

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

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

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


                                     - 3 -
<PAGE>

ARTICLE VI

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

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

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

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

ARTICLE VII

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

ARTICLE VIII

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

44859-1.DOC
                                     - 4 -



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 7 to the Registration
Statement No. 33-58950 on Form N-4 (the "Registration Statement") of our report
dated February 10, 1997 relating to the financial statements of The Equitable
Life Assurance Society of the United States Separate Account A for the year
ended December 31, 1996, and our report dated February 10, 1997 relating to the
consolidated financial statements of The Equitable Life Assurance Society of the
United States for the year ended December 31, 1996, which reports appear in such
Statement of Additional Information, and to the incorporation by reference of
our reports into the Prospectus which constitutes part of this Registration
Statement. We also consent to the reference to us under the heading "Custodian
and independent Accountants" in the Statement of Additional Information.


/s/ Price Waterhouse LLP

Price Waterhouse LLP
New York, New York
April 29, 1997




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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                               /s/ Claude Bebear
                                                               -----------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                             /s/ James M. Benson
                                                             -------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 30th day of September, 1996



                                                     /s/ Christopher J. Brocksom
                                                     ---------------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 30th day of September, 1996


                                                          /s/ Francoise Colloc'h
                                                          ----------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 20th day of September, 1996


                                                           /s/ Henri de Castries
                                                           ---------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                            /s/ Joseph L. Dionne
                                                            --------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                            /s/ William T. Esrey
                                                            --------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                           /s/ Jean-Rene Fourtou
                                                           ---------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                           /s/ Norman C. Francis
                                                           ---------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                            /s/ Donald J. Greene
                                                            --------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 18th day of September, 1996


                                                             /s/ John T. Hartley
                                                             -------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 13th day of September, 1996


                                                      /s/ John H.F. Haskell, Jr.
                                                      --------------------------
<PAGE>
                                POWER OF ATTORNEY
                                -----------------


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

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

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



<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996



                                                            /s/ W. Edwin Jarmain
                                                            --------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                     /s/ G. Donald Johnston, Jr.
                                                     ---------------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 30th day of September, 1996


                                                           /s/ Winthrop Knowlton
                                                           ---------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                             /s/ Arthur L. Liman
                                                             -------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                              /s/ George T. Lowy
                                                              ------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                        /s/ William T. McCaffrey
                                                        ------------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 12th day of September, 1996


                                                            /s/ Joseph J. Melone
                                                            --------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                   /s/ Didier Pineau-Valencienne
                                                   -----------------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


                                                         /s/ George J. Sella Jr.
                                                         -----------------------
<PAGE>


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


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

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 19th day of September, 1996


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

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         02
<NAME>                                           Common Stock Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            3,561,855,207
<INVESTMENTS-AT-VALUE>                           4,335,729,549
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             10,481,008
<TOTAL-ASSETS>                                   4,346,210,557
<PAYABLE-FOR-SECURITIES>                         9,509,685
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        4,002,772
<TOTAL-LIABILITIES>                              13,512,457
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     4,332,698,100
<DIVIDEND-INCOME>                                31,566,792
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   50,222,898
<NET-INVESTMENT-INCOME>                          (18,656,106)
<REALIZED-GAINS-CURRENT>                         467,121,717
<APPREC-INCREASE-CURRENT>                        326,272,321
<NET-CHANGE-FROM-OPS>                            774,737,932
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        (18,656,106)
<DISTRIBUTIONS-OF-GAINS>                         793,394,038
<DISTRIBUTIONS-OTHER>                            382,573,715
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           1,154,712,730
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         03
<NAME>                                           Money Market Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            94,721,024
<INVESTMENTS-AT-VALUE>                           94,367,905
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             3,735,501
<TOTAL-ASSETS>                                   98,103,406
<PAYABLE-FOR-SECURITIES>                         3,722,471
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        566,137
<TOTAL-LIABILITIES>                              4,288,608
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     93,814,798
<DIVIDEND-INCOME>                                4,218,305
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   1,095,001
<NET-INVESTMENT-INCOME>                          3,123,304
<REALIZED-GAINS-CURRENT>                         137,830
<APPREC-INCREASE-CURRENT>                        15,587
<NET-CHANGE-FROM-OPS>                            3,276,721
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        3,123,304
<DISTRIBUTIONS-OF-GAINS>                         153,417
<DISTRIBUTIONS-OTHER>                            12,342,173
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           15,557,501
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         04
<NAME>                                           Aggressive Stock Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            2,874,726,262
<INVESTMENTS-AT-VALUE>                           2,978,162,769
<RECEIVABLES>                                    3,430,056
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   2,981,592,825
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        5,019,095
<TOTAL-LIABILITIES>                              5,019,095
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     2,976,573,730
<DIVIDEND-INCOME>                                6,308,285
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   33,994,845
<NET-INVESTMENT-INCOME>                          (27,686,560)
<REALIZED-GAINS-CURRENT>                         578,406,046
<APPREC-INCREASE-CURRENT>                        (87,392,419)
<NET-CHANGE-FROM-OPS>                            463,327,067
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        (27,686,560)
<DISTRIBUTIONS-OF-GAINS>                         491,013,627
<DISTRIBUTIONS-OTHER>                            416,433,659
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           879,164,373
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         05
<NAME>                                           Balanced Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            1,095,836,659
<INVESTMENTS-AT-VALUE>                           1,122,444,797
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             1,213,821
<TOTAL-ASSETS>                                   1,123,658,618
<PAYABLE-FOR-SECURITIES>                         931,572
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        991,204
<TOTAL-LIABILITIES>                              1,922,776
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     1,121,735,842
<DIVIDEND-INCOME>                                34,404,660
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   14,737,300
<NET-INVESTMENT-INCOME>                          19,667,360
<REALIZED-GAINS-CURRENT>                         100,889,344
<APPREC-INCREASE-CURRENT>                        (15,177,682)
<NET-CHANGE-FROM-OPS>                            105,379,022
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        19,667,360
<DISTRIBUTIONS-OF-GAINS>                         85,711,662
<DISTRIBUTIONS-OTHER>                            (25,275,719)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           79,622,114
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         06
<NAME>                                           High Yield Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            77,333,927
<INVESTMENTS-AT-VALUE>                           78,578,208
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             883,577
<TOTAL-ASSETS>                                   79,461,785
<PAYABLE-FOR-SECURITIES>                         879,253
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        621,294
<TOTAL-LIABILITIES>                              1,500,547
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     77,961,238
<DIVIDEND-INCOME>                                5,697,177
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   717,453
<NET-INVESTMENT-INCOME>                          4,979,724
<REALIZED-GAINS-CURRENT>                         4,297,646
<APPREC-INCREASE-CURRENT>                        721,266
<NET-CHANGE-FROM-OPS>                            9,998,636
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        4,979,724
<DISTRIBUTIONS-OF-GAINS>                         5,018,912
<DISTRIBUTIONS-OTHER>                            34,989,901
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           44,909,920
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         07
<NAME>                                           Global Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            447,059,909
<INVESTMENTS-AT-VALUE>                           496,558,219
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             2,467,309
<TOTAL-ASSETS>                                   499,025,528
<PAYABLE-FOR-SECURITIES>                         2,439,129
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        1,132,134
<TOTAL-LIABILITIES>                              3,571,263
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     495,454,265
<DIVIDEND-INCOME>                                7,691,416
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   5,541,310
<NET-INVESTMENT-INCOME>                          2,150,106
<REALIZED-GAINS-CURRENT>                         22,308,566
<APPREC-INCREASE-CURRENT>                        26,407,595
<NET-CHANGE-FROM-OPS>                            50,866,267
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        2,150,106
<DISTRIBUTIONS-OF-GAINS>                         48,716,161
<DISTRIBUTIONS-OTHER>                            129,866,996
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           180,446,779
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         08
<NAME>                                           Conservative Investors  Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            82,715,248
<INVESTMENTS-AT-VALUE>                           85,864,836
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             202,365
<TOTAL-ASSETS>                                   86,067,201
<PAYABLE-FOR-SECURITIES>                         197,565
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        618,084
<TOTAL-LIABILITIES>                              815,649
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     85,251,552
<DIVIDEND-INCOME>                                3,720,544
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   1,089,538
<NET-INVESTMENT-INCOME>                          2,631,006
<REALIZED-GAINS-CURRENT>                         2,242,475
<APPREC-INCREASE-CURRENT>                        (1,503,698)
<NET-CHANGE-FROM-OPS>                            3,369,783
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        2,631,006
<DISTRIBUTIONS-OF-GAINS>                         738,777
<DISTRIBUTIONS-OTHER>                            10,927,837
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           14,225,340
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         09
<NAME>                                           Growth Investors Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            508,888,790
<INVESTMENTS-AT-VALUE>                           530,496,700
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             3,672,772
<TOTAL-ASSETS>                                   534,169,472
<PAYABLE-FOR-SECURITIES>                         3,642,884
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        1,115,959
<TOTAL-LIABILITIES>                              4,758,843
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     529,410,629
<DIVIDEND-INCOME>                                10,897,241
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   5,790,451
<NET-INVESTMENT-INCOME>                          5,106,790
<REALIZED-GAINS-CURRENT>                         52,452,931
<APPREC-INCREASE-CURRENT>                        (9,867,072)
<NET-CHANGE-FROM-OPS>                            47,692,649
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        5,106,790
<DISTRIBUTIONS-OF-GAINS>                         42,585,859
<DISTRIBUTIONS-OTHER>                            175,609,712
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           223,089,437
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         12
<NAME>                                           Intermed Gov Securities Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            29,929,472
<INVESTMENTS-AT-VALUE>                           29,956,488
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             728,944
<TOTAL-ASSETS>                                   30,685,432
<PAYABLE-FOR-SECURITIES>                         726,896
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        530,344
<TOTAL-LIABILITIES>                              1,257,240
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     29,428,192
<DIVIDEND-INCOME>                                1,519,758
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   327,332
<NET-INVESTMENT-INCOME>                          1,192,426
<REALIZED-GAINS-CURRENT>                         (84,183)
<APPREC-INCREASE-CURRENT>                        (386,046)
<NET-CHANGE-FROM-OPS>                            722,197
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        1,192,426
<DISTRIBUTIONS-OF-GAINS>                         (470,229)
<DISTRIBUTIONS-OTHER>                            6,406,518
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           7,104,396
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         13
<NAME>                                           Growth & Income Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            145,853,361
<INVESTMENTS-AT-VALUE>                           164,318,806
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             187,056
<TOTAL-ASSETS>                                   164,505,862
<PAYABLE-FOR-SECURITIES>                         177,589
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        821,976
<TOTAL-LIABILITIES>                              999,565
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     163,506,297
<DIVIDEND-INCOME>                                2,196,949
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   1,522,287
<NET-INVESTMENT-INCOME>                          674,662
<REALIZED-GAINS-CURRENT>                         9,675,338
<APPREC-INCREASE-CURRENT>                        10,940,166
<NET-CHANGE-FROM-OPS>                            21,290,166
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        674,662
<DISTRIBUTIONS-OF-GAINS>                         20,615,504
<DISTRIBUTIONS-OTHER>                            71,940,816
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           93,086,018
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         14
<NAME>                                           Quality Bond Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            26,450,265
<INVESTMENTS-AT-VALUE>                           26,718,392
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             39,620
<TOTAL-ASSETS>                                   26,758,012
<PAYABLE-FOR-SECURITIES>                         38,118
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        370,628
<TOTAL-LIABILITIES>                              408,746
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     26,349,266
<DIVIDEND-INCOME>                                1,526,764
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   300,521
<NET-INVESTMENT-INCOME>                          1,226,243
<REALIZED-GAINS-CURRENT>                         280,060
<APPREC-INCREASE-CURRENT>                        (469,209)
<NET-CHANGE-FROM-OPS>                            1,037,094
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        1,226,243
<DISTRIBUTIONS-OF-GAINS>                         (189,149)
<DISTRIBUTIONS-OTHER>                            8,299,441
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           9,303,393
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         15
<NAME>                                           Equity Index
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            251,489,348
<INVESTMENTS-AT-VALUE>                           275,271,126
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             2,469,315
<TOTAL-ASSETS>                                   277,740,441
<PAYABLE-FOR-SECURITIES>                         2,453,538
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        940,199
<TOTAL-LIABILITIES>                              3,393,737
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     274,346,704
<DIVIDEND-INCOME>                                3,410,663
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   2,406,335
<NET-INVESTMENT-INCOME>                          1,004,328
<REALIZED-GAINS-CURRENT>                         14,191,113
<APPREC-INCREASE-CURRENT>                        19,487,539
<NET-CHANGE-FROM-OPS>                            34,682,980
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        1,004,328
<DISTRIBUTIONS-OF-GAINS>                         33,678,652
<DISTRIBUTIONS-OTHER>                            151,699,664
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           186,244,594
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000089024
<NAME>                                           Sep Acct A ELAS
<SERIES>
<NUMBER>                                         16
<NAME>                                           International Fund Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            96,579,363
<INVESTMENTS-AT-VALUE>                           97,814,272
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             1,345,033
<TOTAL-ASSETS>                                   99,159,305
<PAYABLE-FOR-SECURITIES>                         1,339,777
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        631,968
<TOTAL-LIABILITIES>                              1,971,745
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     97,187,560
<DIVIDEND-INCOME>                                1,321,160
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   835,927
<NET-INVESTMENT-INCOME>                          485,233
<REALIZED-GAINS-CURRENT>                         2,972,966
<APPREC-INCREASE-CURRENT>                        1,086,851
<NET-CHANGE-FROM-OPS>                            4,545,050
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        485,233
<DISTRIBUTIONS-OF-GAINS>                         4,059,817
<DISTRIBUTIONS-OTHER>                            77,535,865
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           82,086,464
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>


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