SEPARATE ACCOUNT A OF EQUITABLE LIFE ASSU SOC OF THE US
497, 1998-05-14
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                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                              OF THE UNITED STATES

                          SUPPLEMENT DATED MAY 1, 1998
                                       to
                             EQUI-VEST(R) PROSPECTUS
                                DATED MAY 1, 1998

              FOR EMPLOYEES OF EMPLOYERS ASSOCIATED WITH REALTY ONE


   
         This Supplement modifies certain information contained in the
prospectus dated May 1, 1998 ("Prospectus") as it relates to certain series 200
Trusteed Contracts offered by The Equitable Life Assurance Society of the United
States ("Equitable Life"). The Series 200 Trusteed Contracts, modified as
described below (the "Modified Trusteed Contracts"), are offered to employees of
employers associated with Realty One, a real estate brokerage firm, on the basis
described in the Prospectus, except that the Contingent Withdrawal Charge
applicable to the Modified Trusteed Contracts will be waived for all plan assets
invested under such Contracts, except for any withdrawal of plan assets which
were invested in the Guaranteed Interest Account less than 120 days prior to
such withdrawal. Except as modified above, the discussion under "Contingent
Withdrawal Charge" with respect to Trusteed Contracts beginning at page 60 of
the Prospectus is applicable to the Modified Trusteed Contracts.

         The Annual Administrative Charge is waived. The discussion under
"Annual Administrative Charge" on page 60 of the Prospectus is, therefore,
inapplicable.
    




888-1145

<PAGE>


            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                          SUPPLEMENT DATED MAY 1, 1998
                                       TO
                             EQUI-VEST(R) PROSPECTUS
                                DATED MAY 1, 1998

                 For Employees of Allegheny County, Pennsylvania


This Supplement modifies certain information contained in the prospectus dated
May 1, 1998 ("Prospectus") as it relates to the Series 200 EDC Contracts offered
by The Equitable Life Assurance Society of the United States ("Equitable Life").
The Series 200 EDC Contracts, modified as described below (the "Modified EDC
Contracts"), are offered to employees of Allegheny County, Pennsylvania, on the
basis described in the Prospectus, except that the Contingent Withdrawal Charge
and Annual Administrative Charge applicable to the Modified EDC Contracts will
be as follows:

o Contingent   Withdrawal  Charge.  The  Contingent  Withdrawal  Charge  ("CWC")
  schedule for the Modified EDC Contract is as follows:

  Contract Year(s)                           CWC
  ----------------                           ---
         1                                     6%
         2                                     5
         3                                     4
         4                                     3
         5                                     2
         6+                                    0

   
This table replaces the table on page 61 of the Prospectus.
    

No CWC will apply in the event of the:
     -- Death
     -- Disability
     -- Separation from service from Allegheny County
     -- Retirement
of the participant.

   
The Annual Administrative Charge is waived. The discussion under "Annual
Administrative Charge," beginning at page 60 of the Prospectus is, therefore,
not applicable.
    

888-1146

<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                          SUPPLEMENT DATED MAY 1, 1998
                                       TO
                             EQUI-VEST(R) PROSPECTUS
                                DATED MAY 1, 1998

    This Supplement modifies certain information in the prospectus dated May 1,
1998 for EQUI-VEST group and individual deferred variable annuity contracts
offered by Equitable Life. Capitalized terms in this Supplement have the same
meanings as in the prospectus.

    In addition to other options described in "Distribution Options" under Part
6 of the prospectus, the following distribution options may be available to
participants in certain public employee deferred compensation plans in the State
of Iowa. If such plans permit the use of such options, your Employer may select
one of the following options upon receipt of your irrevocable election to
receive payments in such form:

1.  MINIMUM DISTRIBUTION OPTION

    Beginning in the year that you are required to begin minimum distribution
payments under the Code and applicable U.S. Treasury regulations and each year
thereafter, we will make annual payments to you subject to the rules of the Code
and to our administrative rules then in effect. The amount of each payment will
be calculated as described in this item 1.

    Each year, we will calculate an annual amount equal to the minimum
distribution required under Section 401(a)(9) of the Code and applicable
Treasury regulations. The minimum distribution for each such year will be
determined by dividing (a) your Annuity Account Value as of December 31 of the
previous year, by (b) a life expectancy factor described below.

    As you may elect under the terms of your Employer's plan, the life
expectancy factor is either a single life expectancy factor (based on your life
expectancy) or a joint life expectancy factor (based on the joint lives of you
and your spouse). Either such factor will be determined based on tables
contained in Section 401(a)(9) of the Code or applicable Treasury regulations.

    If the joint life expectancy factor is elected, your designated beneficiary
for minimum distribution purposes must be your spouse, unless the naming of a
non-spouse beneficiary is permitted pursuant to our rules in effect at the time
a beneficiary is named (such naming is not permitted at this date).

    Life expectancy factors will be recalculated each year, unless (a) you elect
not to recalculate or (b) the beneficiary is not your spouse. If life expectancy
is not recalculated, then each life expectancy factor is based on the
calculation for the calendar year in which you (and the beneficiary, if joint
life expectancy applies) begin receiving minimum distributions reduced by one
for each subsequent calendar year.

    The election of the life expectancy factor to be used and whether
recalculation is to apply will be irrevocable.

    The calculation procedure may be changed as necessary in our sole discretion
to comply with the minimum distribution rules under Section 401(a)(9) of the
Code and applicable Treasury regulations.

2.  COMBINATION OF SYSTEMATIC WITHDRAWAL AND MINIMUM DISTRIBUTION OPTION

    Beginning on the date of the first payment of your plan benefits, if we are
directed by your Employer under the terms of the Employer's plan, we will make
systematic withdrawal payments to you as follows at the frequency you have
elected (annually, quarterly or monthly), subject to our administrative rules
then in effect. The systematic withdrawal option described in "Distribution
Options" under Part 6 of the prospectus will be in combination with the Minimum
Distribution Option as described below.

    Prior to the year that minimum distributions are required to start, we will
pay the amount of each systematic withdrawal payment of the type you have
selected. Based on your elections regarding your beneficiary and recalculations
of life expectancy as described in item 1 above, we will calculate annually the
required imputed minimum distribution amount and determine whether an additional
payment to you is required. The calculation of such imputed minimum distribution
amount will be made on a basis consistent with the required minimum distribution
rules described in item 1 above, using the tables contained in Section 401(a)(9)
of the Code and applicable Treasury

   
                                       1

888-1147
    


<PAGE>


regulations. Beginning with the year that minimum distributions are required to
start, we will calculate annually the required minimum distribution and
determine whether an additional payment to you is required. If required, an
imputed minimum distribution payment or a required minimum distribution payment,
as applicable, will be made in addition to the systematic withdrawal payments.

    If at any time after you have made the irrevocable election under your
Employer's plan as described above, the Internal Revenue Service disallows the
basis for calculating the payments as described in this item 2, we will have the
right, in our sole discretion, to change the basis for calculating the payments
as we deem necessary in order to meet the requirements of the Code and
applicable Treasury regulations.

                        FOR USE ONLY WITH PEDC CONTRACTS
                              IN THE STATE OF IOWA

   
                                       2
888-1147
    

<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                          SUPPLEMENT DATED MAY 1, 1998
                                       TO
                            EQUI-VEST (R) PROSPECTUS
                                DATED MAY 1, 1998

This supplement modifies certain information in the prospectus dated May 1, 1998
(the "Prospectus") for EQUI-VEST group and individual deferred variable annuity
contracts offered by Equitable Life. Equitable Life will offer its EQUI-VEST
Series 200 TSA contracts modified with Rider 95MDHOSP (the "Modified TSA
Contract") only to employees (age 75 and below) of hospitals and non-profit
healthcare organizations doing business in Maryland. This Supplement describes
the material differences between the Modified TSA Contract and the EQUI-VEST
Series 200 TSA contract described in the Prospectus.
Capitalized terms in this Supplement have the same meaning as in the Prospectus.

Material differences between the Modified TSA Contract and the TSA provisions
described in the EQUI-VEST Prospectus include the following:

     o   CONTINGENT WITHDRAWAL CHARGE. The Contingent Withdrawal Charge schedule
         for the Modified TSA Contract is as follows:

                          CONTINGENT WITHDRAWAL CHARGES

                 CONTRACT YEAR(S)                      CHARGE
                 ----------------                      ------
                        1                                6%
                        2                                5
                        3                                4
                        4                                3
                        5                                2
                        6+                               0

         This table replaces the EQUI-VEST Series 200 Contingent Withdrawal
         Charge table "Deductions and Charges" in Part 7 of the Prospectus.

     o   No contingent withdrawal charge will apply to funds transferred on or
         after January 18, 1996 into the Modified TSA Contract from another tax
         sheltered annuity contract qualified under Section 403(b) of the Code
         and issued by an insurance company other than Equitable Life.

     o   LOANS. Loans will be available under the Modified TSA Contract when the
         TSA plan is subject to the Employee Retirement Income Security Act of
         1974 (ERISA). Only one outstanding loan will be permitted at any time.
         There is a minimum loan amount of $1,000 and a maximum loan amount
         which varies depending on the participant's Annuity Account Value but
         may never exceed $50,000. For more complete details and rules on Loans
         see "Loans (for TSA and Corporate Trusteed Only)" in Part 6 of the
         Prospectus, "Certain Rules Applicable to Plan Loans" in Part 9 and
         "Part 1: Additional Loan Provisions" in the Statement of Additional
         Information.

     o   EXCEPTIONS TO THE CONTINGENT WITHDRAWAL CHARGE. For the modified TSA
         Contract, the "How the Contingent Withdrawal Charge is Applied for
         Series 100 and 200 IRA, SEP, SIMPLE IRA, TSA, EDC and Annuitant-Owned
         HR-10 Contracts" Section in "Part 7: Deductions and Charges" has been
         revised as follows:

         No charge will be applied to any amount withdrawn from the TSA Contract
     if:

         -- the Annuitant has separated from service, or

         -- the Annuitant makes a withdrawal that qualifies as a hardship
            withdrawal under the Plan and the Code, or

         -- the Annuitant makes a withdrawal at any time if he qualifies to
            receive Social Security disability benefits as certified by the
            Social Security Administration or any successor agency.

     o   ANNUAL ADMINISTRATIVE CHARGE. No annual administrative charge will be
         charged to participants in the Modified TSA Contract.


                      FOR USE ONLY IN THE STATE OF MARYLAND

888-1148


<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES


                             EQUI-VEST(R) SUPPLEMENT
                                DATED MAY 1, 1998
                                       TO
                             EQUI-VEST(R) PROSPECTUS
                                DATED MAY 1, 1998

This  Supplement  (SUPPLEMENT)  adds and  modifies  certain  information  in the
EQUI-VEST  PERSONAL  RETIREMENT  PROGRAMS  AND   EMPLOYER-SPONSORED   RETIREMENT
PROGRAMS  prospectus  dated May 1, 1998  (PROSPECTUS)  for EQUI-VEST  annuities,
group and individual deferred variable annuity contracts  (CONTRACTS) offered by
The Equitable Life Assurance  Society of the United States (EQUITABLE LIFE). You
may obtain an additional copy of the Prospectus, free of charge by writing us at
P.O.  Box  2996,  New  York,  NY  10116-2996,  or by  calling  us  toll-free  at
1-800-628-6673.

This Supplement provides information about EQUI-VEST that prospective  investors
should know before  investing.  You should read it  carefully  and retain it for
future reference. Capitalized terms in this Supplement have the same meanings as
in the Prospectus, unless the content indicates otherwise.

LIMITED  OPPORTUNITY  FOR  EQUI-VEST TO TRANSFER  FROM THE  GUARANTEED  INTEREST
ACCOUNT.  If you elect to make all Investment  Options  available  (Maximum Fund
Choice),  your  EQUI-VEST  Contract  permits you to transfer a limited amount of
your Annuity Account Value out of the Guaranteed  Interest  Account to any other
Investment Option. See TRANSFERS in your prospectus. From March 16, 1998 through
JULY 10, 1998,  we are  relaxing  our  Contract  rules to permit you to transfer
amounts of Annuity Account Value out of the Guaranteed  Interest  Account to any
other Investment Option,  without  limitation.  However,  any amount transferred
must be at least $300 or, if less, the entire amount in the Guaranteed  Interest
Account. In order to take advantage of this transfer  opportunity,  your written
transfer request must be received in our Administrative Office by JULY 10, 1998.
Your  transfer  request may also be received  through  the  EQUI-VEST  Telephone
Operated Support (TOPS) System.  TOPS is generally available on a 24-hour basis,
7 days a week.  The TOPS  toll-free  number  is  1-800-755-7777.  Your  transfer
request  through  TOPS must be  received by 4:00 P.M.  Eastern  Time on JULY 10,
1998. We reserve the right to extend this offer beyond this date without notice.





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

888-1060

<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                          SUPPLEMENT DATED MAY 1, 1998
                                       TO
                             EQUI-VEST(R) PROSPECTUS
                                DATED MAY 1, 1998

This supplement modifies certain information in the prospectus dated May 1, 1998
(the "Prospectus") for EQUI-VEST group and individual  deferred variable annuity
contracts  offered  by  Equitable  Life.  Equitable  Life will  offer a modified
version of its EQUI-VEST Series 200 TSA contracts (the "Modified TSA Agreement")
only to  participants  in qualifying  retirement  programs of certain  nonprofit
healthcare  organizations.  This Supplement  describes the material  differences
between the Modified TSA  Agreement  and the  EQUI-VEST  Series 200 TSA contract
described in the Prospectus.  Capitalized terms in this Supplement have the same
meaning as in the Prospectus.

Material  differences  between the Modified TSA Agreement and the TSA provisions
described in the EQUI-VEST Prospectus include the following:

   o   CONTINGENT WITHDRAWAL CHARGE. The Contingent  Withdrawal Charge  schedule
       for the Modified TSA Agreement is as follows:

                          CONTINGENT WITHDRAWAL CHARGES
                          -----------------------------

                 CONTRACT YEAR(S)                      CHARGE
                 ----------------                      ------
                        1                                6%
                        2                                5
                        3                                4
                        4                                3
                        5                                2
                        6+                               0

         This table  replaces the  EQUI-VEST  Series 200  Contingent  Withdrawal
         Charge table in "Deductions and Charges" (Part 7 of the Prospectus).

     o   EXCEPTIONS TO THE CONTINGENT  WITHDRAWAL  CHARGE.  For the modified TSA
         Agreement,  the section entitled "How the Contingent  Withdrawal Charge
         is Applied for Series 100 and 200 IRA,  SEP,  SIMPLE IRA,  TSA, EDC and
         Annuitant-Owned  HR-10  Contracts" in "Part 7:  Deductions and Charges"
         has been revised to add the following waivers:

         No charge will be applied to any amount withdrawn from the Modified TSA
         Agreement if:

         -- the Annuitant has separated from service, or

   
         -- the  Annuitant  makes a  withdrawal  at any time if he  qualifies to
            receive  Social  Security  disability  benefits as  certified by the
            Social Security Administration or any successor agency, or

         -- the Annuitant makes a withdrawal that qualifies as a  hardship with-
            drawal under the Plan and the Code.

     o   ANNUAL  ADMINISTRATIVE  CHARGE.  The  annual  administrative  charge to
         participants  under the Modified TSA Agreement is at maximum the charge
         described  in the  Prospectus  -- that is, it is equal to the lesser of
         $30 or 2% of the Annuity Account Value on the last Business Day of each
         year (adjusted to include any withdrawals  made during the year), to be
         prorated  for a fractional  year.  This charge may be reduced or waived
         when a Modified TSA  Agreement is used by the employer and the required
         participant services are performed at a modified or minimum level.
    




                     FOR USE ONLY IN THE STATE OF ILLINOIS.


888-1161

<PAGE>


                                  EQUI-VEST(R)
                          PERSONAL RETIREMENT PROGRAMS
                                       AND
                     EMPLOYER-SPONSORED RETIREMENT PROGRAMS
                          PROSPECTUS, DATED MAY 1, 1998

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

 VARIABLE ANNUITY CONTRACTS FUNDED THROUGH THE INVESTMENT FUNDS OF 
                               SEPARATE ACCOUNT A
                                   Issued By:
            The Equitable Life Assurance Society of the United States
- --------------------------------------------------------------------------------

This  prospectus  describes  group  and  individual  deferred  variable  annuity
contracts  (CONTRACTS)  offered by The Equitable Life  Assurance  Society of the
United  States  (EQUITABLE  LIFE).  The  EQUI-VEST  Contracts  are  designed for
retirement  savings and  long-range  financial  planning as part of a retirement
savings  plan.  Contributions  in EQUI-VEST  Contracts  accumulate  on a Federal
income  tax-deferred  basis,  and at a future  date you can  receive a stream of
periodic payments, including a fixed or variable annuity.

EQUI-VEST Personal Retirement Programs include individual  retirement  annuities
(IRAS) and those established through rollovers from tax-favored retirement plans
(QP IRAS) as well as non-qualified annuities (NQS).

EQUI-VEST  Employer-Sponsored  Retirement  Programs  include SEPs,  SIMPLE IRAs,
TSAs,  EDCs,  Trusteed and  Annuitant-Owned  HR-10  Plans,  as described in this
prospectus.

EQUI-VEST offers the investment options (INVESTMENT OPTIONS) listed below. These
Investment  Options include the Guaranteed  Interest  Account,  which is part of
Equitable  Life's general  account and pays interest at guaranteed  fixed rates,
twenty-four  variable  investment funds (INVESTMENT FUNDS) of Separate Account A
(SEPARATE  ACCOUNT),  and ten Fixed Maturity Periods (FIXED MATURITY PERIODS) in
the Fixed Maturity Account (in states where approved).

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
                                       INVESTMENT FUNDS                                           OTHER INVESTMENT OPTIONS
- -------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                            <C>                             <C>
o Alliance Money Market         o Alliance Small Cap Growth    o EQ/ Putnam Balanced           o Guaranteed Interest Account
o Alliance Intermediate         o Alliance Conservative        o MFS Research                  o Fixed Maturity Account:
  Government Securities           Investors                    o MFS Emerging Growth Companies   A choice of ten Fixed
o Alliance High Yield           o Alliance Balanced            o Morgan Stanley Emerging         Maturity Periods with
o Alliance Quality Bond         o Alliance Growth Investors      Markets Equity                  expiration dates 1999
o Alliance Growth & Income      o T. Rowe Price International  o Warburg Pincus Small Company    through 2008
o Alliance Equity Index           Stock                          Value
o Alliance Common Stock         o T. Rowe Price Equity Income  o Merrill Lynch World Strategy
o Alliance Global               o EQ/Putnam Growth & Income    o Merrill Lynch Basic Value
o Alliance International          Value                          Equity
o Alliance Aggressive Stock
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

We  invest  each  Investment  Fund  in  shares  of  a  corresponding   portfolio
(PORTFOLIO)  of either  Class IA shares of The Hudson  River  Trust  (HRT) or in
Class IB shares of the EQ Advisors  Trust (EQAT),  two mutual funds whose shares
are purchased by the separate accounts of insurance companies.  The prospectuses
for HRT (in which the "Alliance" Investment Funds invest) and EQAT (in which the
other Investment Funds invest), directly follow this prospectus and describe the
investment objectives, policies and risks of the Portfolios.

Amounts  allocated to a Fixed Maturity Period within the Fixed Maturity  Account
accumulate  on a fixed  basis and are  credited  with  interest at a rate we set
(RATE TO MATURITY) for the entire period. On each business day (BUSINESS DAY) we
will  determine the Rate to Maturity  available  for amounts newly  allocated to
Fixed Maturity Periods. A market value adjustment (positive or negative) will be
made for withdrawals,  transfers,  terminations  and certain other  transactions
from a Fixed Maturity Period before its expiration date (EXPIRATION  DATE). Each
Fixed Maturity Period has its own Rate to Maturity.

Participants  may  choose  from a variety  of payout  options.  If an annuity is
selected as the  retirement  payout  option,  variable and fixed  annuities  are
available.  Fixed annuities are funded through Equitable Life's general account.
Variable  payments  will be  funded  through  your  choice of  Investment  Funds
investing in HRT.

This prospectus provides information about EQUI-VEST 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 current
prospectuses for HRT and EQAT, which you should also read carefully. The HRT and
EQAT prospectuses are attached to this prospectus.

Registration  statements relating to the Separate Account and to interests under
the Fixed  Maturity  Periods  have been filed with the  Securities  and Exchange
Commission (SEC). The Statement of Additional  Information  (SAI),  dated May 1,
1998, which is part of the registration  statement for the Separate Account,  is
available  free of charge upon  request by writing to the  Processing  Office or
calling  1-800-628-6673,  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.

THE  CONTRACTS  ARE NOT  INSURED BY THE FDIC OR ANY OTHER  AGENCY.  THEY ARE NOT
DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED.  THEY ARE
SUBJECT  TO  INVESTMENT   RISKS  AND  POSSIBLE   LOSS  OF  PRINCIPAL   INVESTED.

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

May 1, 1998 888-1144 Cat. No. 127653 

Copyright 1998 The Equitable Life  Assurance  Society of the United States,  New
York, New York, 10104. All rights reserved.


<PAGE>



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      Equitable  Life's Annual  Report on Form 10-K for the year ended  December
31, 1997 and a current report on Form 8-K dated April 7, 1998, are  incorporated
herein by reference.

      All  documents  or reports  filed by  Equitable  Life  pursuant to Section
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (EXCHANGE ACT)
after  the date  hereof  and prior to the  termination  of the  offering  of the
securities  offered  hereby shall be deemed to be  incorporated  by reference in
this  prospectus  and to be a part  hereof  from  the  date  of  filing  of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for purposes of this prospectus to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
and superseded,  to constitute a part of this  prospectus.  Equitable Life files
its  Exchange Act  documents  and reports,  including  its annual and  quarterly
reports on Form 10-K and Form 10-Q,  electronically  pursuant to EDGAR under CIK
No.  0000727920.  The SEC maintains a web site that contains reports,  proxy and
information  statements and other  information  regarding  registrants that file
electronically with the SEC. The address of the site is http://www.sec.gov.

      Equitable  Life will  provide  without  charge to each person to whom this
prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits not  specifically  incorporated by reference into the text of such
documents). Requests for such documents should be directed to The Equitable Life
Assurance Society of the United States,  1290 Avenue of the Americas,  New York,
New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234).


                                       2
<PAGE>


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

                          PROSPECTUS TABLE OF CONTENTS

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


GENERAL TERMS                                      PAGE  5

PART 1:    SUMMARY                                 PAGE  7
Equitable Life                                        7
Deferred Variable Annuities                           7
Types of Retirement Programs                          7
Investment Options                                    9
Selecting Investment Options                          9
Contributions                                         9
Transfers                                             9
Services We Provide                                   9
Distribution Options and Death
   Benefits                                          11
SPDA Variable Distribution Option                    11
Withdrawals and Termination                          11
Loans                                                11
Taxes                                                12
Deductions and Charges                               12
10-Day Free Look for EQUI-VEST                       12
Fee Tables and Examples                              13

PART 2:    SEPARATE ACCOUNT A AND
           ITS INVESTMENT FUNDS                    PAGE 24
Separate Account A                                   24
Trusts                                               24
HRT's Manager and Investment Adviser                 25
EQAT's Manager                                       26
EQAT's Investment Advisers                           26
Investment Policies and Objectives of
   the Trusts' Portfolios                            28

PART 3:    INVESTMENT PERFORMANCE                  PAGE 30
Investment Fund Performance                          30
Communicating Performance Data                       40


PART 4:    THE GUARANTEED INTEREST
           ACCOUNT                                 PAGE 41

PART 5:    THE FIXED
           MATURITY ACCOUNT                        PAGE 42
Allocations to Fixed Maturity Periods                42
Availability of Fixed Maturity Periods               42
Rates to Maturity and Present Value
   Per $100 of Maturity Amount                       42
Options at Expiration Date                           42
Market Value Adjustment for Transfers,
   Withdrawals or Termination Prior
   to the Expiration Date                            43
PART 6:    PROVISIONS OF THE EQUI-VEST
           CONTRACTS                               PAGE 45
The EQUI-VEST Contract Series                        45
Selecting Investment Options                         45
Contributions under the Contracts                    45
Annuity Account Value                                47
Transfers                                            47
Automatic Transfer Options
   Investment Simplifier                             48
Asset Rebalancing Service                            49
Automatic NQ Deposit Service                         49
Loans (for TSA and Corporate Trusteed
   Only)                                             49
Assignment and Funding Changes                       49
Partial Withdrawals and Termination                  49
Third Party Transfers or Exchanges                   50
Requirements for Distributions                       50
Distribution Options                                 51
Guaranteed Death Benefit                             53
Your Beneficiary                                     53
Proceeds                                             54

PART 7:    DEDUCTIONS AND CHARGES                  PAGE 55
All Contracts                                        55
EQUI-VEST Traditional IRA, QP IRA, Roth
   IRA, SEP, SIMPLE IRA and
   NQ Contracts (Series 300 and 400 Only)            56
All EQUI-VEST EDC, TSA and
   Trusteed Contracts plus Traditional IRA,
   QP IRA, Roth IRA, SEP, SIMPLE IRA
   and NQ (Series 100 and 200 Only)                  59

PART 8:    VOTING RIGHTS                           PAGE 63
HRT and EQAT Voting Rights                           63
Voting Rights of Others                              63
Separate Account Voting Rights                       63
Changes in Applicable Law                            63

PART 9:    FEDERAL TAX AND
           ERISA MATTERS                           PAGE 64
Annuities                                            64
Tax Changes                                          64
Taxation of Non-Qualified Annuities                  64
General Rules of Federal and State
   Income Tax Withholding;
   Information Reporting                             65
Other Withholding                                    66
Special Rules for NQ and
   Trusteed Contracts Issued
   in Puerto Rico                                    66
Special Rules for Tax-Favored
   Retirement Programs                               66
Qualified Plans                                      66
Tax-Sheltered Annuity
   Arrangements (TSAs)                               67
General Discussion of IRAs                           72
Cancellation                                         73
Traditional Individual Retirement Annuities
   ("Traditional IRAs")                              73


                                       3
<PAGE>

Illustration of Guaranteed Rates                     78
Annuity Account Values and Cash
   Values (Tables)                                   79
Roth IRAs
   (Roth Individual Retirement Annuities)            80
Simplified Employee Pensions (SEPs)                  83
SIMPLE IRAs (Savings Incentive
   Match Plans)                                      84
Public and Tax-Exempt Organization
   Employee Deferred Compensation Plans
   (EDC Plans)                                       85

PART 10:   INDEPENDENT ACCOUNTANTS                 PAGE 86

PART 11:   LEGAL PROCEEDINGS                       PAGE 86

APPENDIX I: AN EXAMPLE OF
   FIXED MATURITY PERIOD MARKET
   VALUE ADJUSTMENT                                PAGE 87

STATEMENT OF ADDITIONAL
   INFORMATION TABLE OF CONTENTS                   PAGE 88

HOW TO OBTAIN THE EQUI-VEST
   STATEMENT OF ADDITIONAL
   INFORMATION                                     PAGE 88


                                       4
<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 the Contract Owner.

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

ANNUITANT/PARTICIPANT  -- We use the term  Annuitant in our Contracts and in our
Certificates we use the term  Participant.  In either case, these terms mean the
individual  who is the  measuring  life for  determining  annuity  benefits  and
generally the person who is entitled to receive those benefits. This person may,
in certain  cases,  not be the Contract or Certificate  Owner.  The Annuitant or
Participant  will  have  the  right  to  exercise  rights  under a  Contract  or
Certificate  only if that  person is also the  Contract  or  Certificate  Owner.
Throughout this  prospectus,  we will use the term  "Annuitant" to refer to both
Annuitants and Participants.

ANNUITY ACCOUNT VALUE -- The sum of the amounts in the Investment  Options under
your  Contract,  plus the  amount of any loan  reserve  account.  The sum of the
amounts in the  Investment  Options on any  Business Day equals (1) the value of
your  Investment  Funds on that date, (2) the value in the  Guaranteed  Interest
Account  on that date plus (3) the sum of your  Market  Adjusted  Amounts in the
Fixed Maturity Periods on that date. See "Annuity Account Value" in Part 6.

BUSINESS DAY -- Generally,  our Business Day is 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  including 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.

CASH VALUE -- The Annuity Account Value minus any applicable  withdrawal charges
and minus any outstanding loan.

CODE -- The Internal Revenue Code of 1986, as amended.

CONTRACT/CERTIFICATE  -- When EQUI-VEST is offered under a group  Contract,  the
document  provided to participating  individuals is called a Certificate  rather
than a Contract.  When EQUI-VEST is offered on an individual basis, the document
provided  is a  Contract.  Throughout  this  prospectus,  we will  use the  term
"Contract" to refer to both Contracts and Certificates.

CONTRACT  DATE/PARTICIPATION  DATE  -- We use  the  term  Contract  Date  in our
Contracts and in our Certificates we use the term Participation  Date. In either
case, this is the Business Day we receive at our Processing Office, the properly
completed and signed  application  form for your  Contract,  any other  required
documentation  and a  contribution  (unless  payment is being made  through your
employer).  Throughout this prospectus,  we will use the term "Contract Date" to
refer to both the Contract Date and Participation Date.

CONTRACT  OWNER/CERTIFICATE OWNER -- The Annuitant,  employer,  trustee or other
party, whichever owns the Contract or Certificate. References to "Contracts" and
"Contract  Owners"  in  this  prospectus  include  the  Certificates  and  their
Certificate Owners.  Throughout this prospectus,  we will use the term "Contract
Owner" to refer to both the Contract Owner and Certificate Owner.

CONTRACT  YEAR/PARTICIPATION  YEAR  -- We use  the  term  Contract  Year  in our
Contracts and in our Certificates we use the term Participation  Year. In either
case, this is the 12-month period beginning on either your Contract Date or each
anniversary  of that  date.  Throughout  this  prospectus,  we will use the term
"Contract Year" to refer to both Contract Year and Participation Year.

CURRENT TOTAL ACCOUNT BALANCE -- The sum of the amounts in your Investment Funds
and your Guaranteed  Interest Account,  plus the total Book Value of all of your
Fixed Maturity Periods. See "Market Value Adjustment for Transfers,  Withdrawals
or Termination Prior to the Expiration Date" in Part 5.

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

EQAT -- The EQ  Advisors  Trust,  a mutual  fund in which  some of the assets of
Separate Account A are invested.

EXPIRATION DATE -- The date on which a Fixed Maturity Period ends.

FIXED MATURITY ACCOUNT -- The Account that contains the Fixed Maturity  Periods.
The Fixed Maturity Account is referred to as the "Guaranteed  Period Account" in
the Contracts.


                                       5
<PAGE>

FIXED  MATURITY  PERIOD  (PERIODS)  -- Any of the  periods of time  ending on an
Expiration  Date that are available  for  investment  under  certain  Series 400
Contracts.  Fixed Maturity Periods are referred to as "Guarantee Periods" in the
Contracts.

GUARANTEED  INTEREST  ACCOUNT -- The  Investment  Option  that pays  interest at
guaranteed  fixed  rates  and is part of our  general  account.  The  Guaranteed
Interest  Account is  referred  to as  "Guaranteed  Interest  Division"  in some
EQUI-VEST Certificates.

HRT -- The  Hudson  River  Trust,  a mutual  fund in which some of the assets of
Separate Account A are invested.

INVESTMENT  FUNDS -- In some  EQUI-VEST  Contracts,  the  Investment  Funds  are
referred  to  as  Investment  Divisions.  These  are  the  twenty-four  variable
investment funds of Separate Account A. Throughout this prospectus,  we will use
the term  "Investment  Funds" to refer to both  Investment  Funds and Investment
Divisions.

INVESTMENT  OPTIONS  --  The  choices  for  investment  of  contributions:   the
twenty-four  Investment Funds, the Guaranteed  Interest Account,  each available
Fixed Maturity Period within the Fixed Maturity Account.

IRA  -- The  term  "IRA"  may  generally  refer  to  all  individual  retirement
arrangements, including individual retirement accounts and individual retirement
annuities. Depending on the context, this term may cover Traditional IRAs and it
may also include SEP IRAs,  SIMPLE IRAs, or QP IRAs.  In addition,  it may cover
Roth IRAs.

MATURITY AMOUNT -- The amount in a Fixed Maturity Period on its Expiration Date.
The Maturity Amount is referred to as the "Maturity Value" in the Contracts.

MAXIMUM FUND CHOICE -- One of two methods for  selecting  Investment  Options --
This election will result in restrictions on the amount  transferable out of the
Guaranteed  Interest  Account,  but will allow the  Contract  Owner to  allocate
contributions to any Investment  Fund, the Guaranteed  Interest Account and (for
Owners  of  Series  400 IRA,  QP IRA and NQ  Contracts  only,  subject  to state
approval) the Fixed Maturity Account. See "Selecting Investment Options" in Part
1.

MAXIMUM  TRANSFER  FLEXIBILITY  -- One of two methods for  selecting  Investment
Options--this  election allows the Contract Owner to allocate  contributions  to
certain HRT and EQAT Investment Options and to the Guaranteed  Interest Account,
with no transfer  restrictions on the amount  transferable out of the Guaranteed
Interest Account.

ORIGINAL CONTRACTS/CERTIFICATES -- EQUI-VEST Contracts under which the EQUI-VEST
Contract  Owner  has not  elected  to add  Investment  Options  other  than  the
Guaranteed  Interest Account and the Alliance Money Market,  Alliance  Balanced,
Alliance  Common Stock and Alliance  Aggressive  Stock  Funds.  These  Contracts
prohibit transfers into the Money Market Fund.

PARTICIPANT -- An individual who participates in an Employer's plan funded by an
EQUI-VEST Contract.

PORTFOLIOS -- The  portfolios of EQAT or HRT that  correspond to the  Investment
Funds of the Separate Account.

PROCESSING OFFICE -- The office to which all contributions,  written requests or
other written communications must be sent. See "Services We Provide" in Part 1.

RATE TO MATURITY -- The interest rate established for each Business Day for each
Fixed Maturity Period.  Rates to Maturity are referred to as "Guaranteed  Rates"
in the Contracts.

SAI -- The EQUI-VEST Statement of Additional Information.

SEPARATE ACCOUNT -- Our Separate Account A.

SUCCESSOR  ANNUITANT  AND  OWNER -- The  individual  who  upon the  death of the
Annuitant and Owner succeeds as the Annuitant and Owner of the Contract. You can
designate a Successor  Annuitant and Owner under Series 300 and 400 Contracts if
the following  conditions  are met: (1) you are both Annuitant and Owner and (2)
you name your spouse as the sole beneficiary.

SUCCESSOR  OWNER -- The individual who upon your death will succeed you as Owner
of your Contract.  A Successor Owner can be designated  under Series 300 and 400
Contracts.

TRANSACTION  DATE -- The Business Day we receive a  contribution  or  acceptable
written or TOPS  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.

TRUSTS  --  The  Hudson  River  Trust  (HRT)  and  EQ  Advisors   Trust  (EQAT),
collectively.

VALUATION  PERIOD -- Each Business Day together with any  consecutive  preceding
non-Business Day(s).


                                       6
<PAGE>



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

                                 PART 1: SUMMARY

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

The following Summary is qualified in its entirety by more detailed  information
appearing  elsewhere in the prospectus  (see  "Prospectus  Table of Contents" on
page 3) and the  terms  of  applicable  Contracts.  Please  be sure to read  the
prospectus in its entirety.

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  (AXA),  a French  company.  As of  December  31,  1997,  AXA
beneficially owned 58.7% of the outstanding common stock of the Holding Company.
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
$274.1 billion of assets as of December 31, 1997,  including  third party assets
of approximately $216.9 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 of the Fortune 100 companies,  more than 42,000 small
businesses, state and local retirement funds in more than half of the 50 states,
approximately  250,000 employees of educational and nonprofit  institutions,  as
well as nearly 500,000 other  individuals.  Millions of Americans are covered by
Equitable Life's annuity, life and pension contracts.

DEFERRED VARIABLE ANNUITIES

EQUI-VEST is a series of deferred variable annuity contracts.  Deferred variable
annuities are designed for retirement savings and long-range financial planning.
There are a variety of payout options at retirement,  including a lump sum and a
variety  of  investment  choices  while  your  contributions  are  accumulating.
Contributions   are  generally   allowed  to  accumulate  on  a  Federal  income
tax-deferred  basis,  and at a future  date you can receive a stream of periodic
payments.  Tax deferral is one of the  advantages  of an annuity over many other
kinds of investments.  In addition,  annuities offer individuals the opportunity
to receive an assured stream of payments for life.

Under  Federal  tax law, an  individual,  employer  or trustee  may,  subject to
various limits,  purchase an annuity to fund a tax-favored  retirement  program,
such as an IRA or qualified  retirement  plan. In many cases,  the individual or
employer makes contributions to the tax-favored  retirement program with pre-tax
dollars.  Alternatively,  annuities may be purchased with  after-tax  dollars by
individuals  who wish to  create  additional  retirement  savings.  Payments  or
withdrawals may be taxable and early withdrawals may be subject to a tax penalty
and/or a contingent withdrawal charge.

TYPES OF RETIREMENT PROGRAMS

EQUI-VEST is designed to meet the retirement  savings needs of  individuals  and
those working for businesses and other organizations.

EQUI-VEST PERSONAL RETIREMENT PROGRAMS:

o  TRADITIONAL IRA

   An individual retirement annuity (IRA), which is not a Roth IRA, for regular,
   rollover or direct  transfer IRA  contributions  made by an  individual.  The
   Contract Owner must also be the Annuitant.

o  QP IRA

   A Traditional IRA which is a conduit to hold rollover  distributions (QP IRA)
   from  either  a  qualified  plan  or  a  tax-sheltered  annuity  (TSA).  Such
   distributions  are  held  in a QP IRA in  order  to  avoid  commingling  with
   Traditional IRA  contributions,  thereby preserving the owner's right to roll
   the distributions back to a qualified plan or TSA in the future. The Contract
   Owner must also be the Annuitant. Unless otherwise indicated, Traditional IRA
   rules apply to QP IRA.

o  ROTH IRA

   A Roth individual  retirement annuity (ROTH IRA) for after-tax  contributions
   made by an  individual,  the  distributions  from which may be tax free under
   specified circumstances. The Contract Owner must also be the Annuitant.


                                       7
<PAGE>

o  NQ
   A  non-qualified  (NQ) annuity is an annuity  which is generally  not used to
   fund any type of qualified  retirement  plan and may be  purchased  only with
   funds  contributed  by or on  behalf  of an  individual.  The  Annuitant  and
   Contract Owner need not be the same.

EQUI-VEST EMPLOYER-SPONSORED RETIREMENT PROGRAMS:

o  SEP AND SARSEP

   A Traditional  IRA Contract used to fund a simplified  employee  pension plan
   (SEP) sponsored by sole proprietorships,  partnerships or corporations.  Each
   individual  employee  covered by the SEP is the Contract Owner of the IRA set
   up on his or her behalf  and must also be the  Annuitant.  Contributions  are
   made directly by the employer.

   SEPs funded by salary reduction are called SARSEPs  (SARSEP).  SARSEPS permit
   an employer to reduce an  employee's  compensation  for the purpose of making
   contributions.  Unless  otherwise  noted,  all  references  to SEP  Contracts
   include SARSEP arrangements.  Although as of December 31, 1996, new employers
   may not establish a SARSEP,  contributions may be made to existing  Contracts
   and  new  employees  of  existing  units  may be  offered  Contracts.  Unless
   otherwise  indicated,  Traditional  IRA rules  apply to SEP  IRAs,  including
   SARSEP IRAs.

o  SIMPLE IRA

   A  Traditional  IRA  Contract  used to fund a savings  incentive  match  plan
   (SIMPLE IRA) sponsored by any type of employer.  Contributions are made under
   a salary reduction  program which permits an employer to reduce an employee's
   compensation  for the purpose of the employee's  making  contributions to the
   plan.   The  employer   must  also  make  either   matching  or   nonelective
   contributions  to the plan  with  respect  to the  employee's  account.  Each
   individual  employee  covered by the SIMPLE IRA is the Contract  Owner of the
   IRA  set up on his or her  behalf  and  must  also be the  Annuitant.  Unless
   otherwise indicated, Traditional IRA rules apply to SIMPLE IRAs.

o  UNINCORPORATED AND CORPORATE TRUSTEED

   Unincorporated   Trustee-Owned  Contracts  used  to  fund  qualified  defined
   contribution plans of employers who are sole  proprietorships,  partnerships,
   or  business  trusts.  These  plans are known as "HR-10"  or  "Keogh"  plans.
   Corporate Trusteed Contracts fund retirement plans of incorporated employers.
   Such Corporate Trusteed Contracts are no longer offered for sale by Equitable
   to new  employers.  However,  for  existing  business  units we  still  issue
   Contracts  to  new   employees   and  accept   contributions.   In  addition,
   contributions  are made by the  employer  for the  benefit of  employees  who
   become  Annuitants  under the  Contract.  We do not act as trustee  for these
   plans, so the employer must select a trustee.

   In the past,  EQUI-VEST  was  available to fund HR-10 (Keogh) plans where the
   Contracts were owned by the Annuitants  themselves  (Annuitant-Owned  HR-10),
   rather than by a trustee.  Although we still issue such Annuitant-Owned HR-10
   Contracts to employees whose employer's  plans enrolled on this basis,  plans
   of this type are no longer available under EQUI-VEST to new employer groups.

o  TSA

   A Code Section  403(b)  tax-sheltered  annuity  (TSA) for public  schools and
   nonprofit entities organized under Code Section 501(c)(3).  Contributions are
   made by the employer either directly or through a salary reduction  agreement
   entered into with the employee.  Each employee is the Contract Owner and must
   also be the Annuitant.

o  UNIVERSITY TSA

   A TSA,  originally  designed  to meet the needs of  restricted  plans of some
   universities,  may be used  for any TSA plan  that  prohibits  loans  and has
   additional restrictions not found in the basic TSA. Contributions are made by
   the employer either directly or through a salary reduction  agreement entered
   into with the employee.  Each employee is the Contract Owner and must also be
   the Annuitant.  Unless otherwise noted,  references to TSA Contracts  include
   University TSAs.

o  EDC

   Contracts used to fund Code Section 457 Employee Deferred  Compensation (EDC)
   plans of state and municipal governments and other tax-exempt  organizations.
   Contributions  are made by the employer on behalf of the  employee  generally
   pursuant  to a salary  reduction  agreement.  The  employer or a trust is the
   Contract Owner but the employee is the Annuitant.  The EDC program  currently
   is not available for state or municipal government plans in Texas.

o  PAYROLL DEDUCTION IRA AND NQ

   The  employer  establishes  a payroll  deduction  program  which  assists  in
   remitting the employees' own contributions to the Contract. The employer does
   not sponsor any plan.

Later in this  prospectus  we refer to program  features  which are  specific to
particular types of retirement programs.  Under some  employer-sponsored  plans,
the availability of certain features may be limited.  Employers can provide more
detail about such plans.

Only NQ and Trusteed  Contracts may be sold in Puerto Rico,  and the tax aspects
described in this prospectus may differ. Please consult your tax adviser.


                                       8
<PAGE>

INVESTMENT OPTIONS

The following  Investment Options are offered:  The Guaranteed Interest Account,
and 24 variable  Investment Funds listed earlier and described in greater detail
in Parts 2 and 3. Each  Investment  Fund  invests  in shares of a  corresponding
Portfolio of either the HRT (Class IA) or the EQAT (Class IB), respectively. The
attached  HRT and EQAT  prospectuses  describe  the  investment  objectives  and
policies of the Portfolios  available to Contract Owners.  Also subject to state
regulatory  approval,  our Fixed  Maturity  Account with its choice of ten Fixed
Maturity Periods is available under Series 400 IRA, QP IRA, and NQ Contracts.

If an  employer's  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's (DOL)  regulation  under ERISA
Section 404(c).  See "Certain Rules  Applicable to Plans Designed to Comply with
Section 404(c) of ERISA" in Part 9.

Educational  information about investing which may be useful for Participants is
contained in "Part 10: Key Factors in  Retirement  Planning" in the SAI. The SAI
is available free of charge by calling 1-800-628-6673.

SELECTING INVESTMENT OPTIONS

Under EQUI-VEST Trusteed Contracts, the Employer or Plan Trustee will choose the
Investment Options available to the Participant.  Under all other Contracts, the
Contract  Owner  makes  that  choice.  If any of the  Options  listed  below are
selected,  there will be  restrictions on the amount you can transfer out of the
Guaranteed Interest Account. Additionally, if you are participating through your
Employer's  plan and your Employer makes any of these Options  available to you,
whether or not you select them,  you will be subject to such  restrictions.  The
Options  that  result in  restrictions  are:  Alliance  Conservative  Investors,
Alliance Money Market,  Alliance Intermediate  Government  Securities,  Alliance
Quality Bond, Alliance High Yield and the Fixed Maturity Periods.

EQUI-VEST  Original  Contracts and Certificates limit you to only the Guaranteed
Interest  Account and the Alliance  Money Market,  Alliance  Balanced,  Alliance
Common Stock and Alliance Aggressive Stock Funds.

CONTRIBUTIONS

Generally,  contributions  may be made at any time: in single sum amounts,  on a
regular  basis  or as your  financial  situation  permits.  For  some  types  of
retirement plans, contributions must be made by the Employer.  Different minimum
contribution limits apply to different EQUI-VEST Contracts.

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.  Contributions
not made by wire transfer, the Automatic Investment Program or payroll deduction
must be made by check,  drawn on a bank in the U.S. clearing through the Federal
Reserve  System,  and payable in U.S.  dollars to  Equitable  Life.  Third party
checks endorsed to Equitable Life are not acceptable  forms of payment except in
cases of a rollover from a qualified plan, a tax-free exchange under the Code or
a trustee  check that  involves no refund.  All checks are  accepted  subject to
collection.  Equitable  Life  reserves  the  right  to  reject a  payment  if an
unacceptable form of payment is received.  Under EQUI-VEST  Trusteed  Contracts,
either you or the Plan  Trustee,  or both,  as  applicable,  must instruct us to
allocate  contributions to one or several  Investment Options that are available
under your Employer's plan.

Under all other EQUI-VEST Contracts,  you, as Owner, may instruct us to allocate
your contributions to one or several Investment Options.

Allocation  percentages  must be in whole  numbers  and the sum must equal 100%.
Contributions  made to an Investment  Fund purchase  Accumulation  Units in that
Investment Fund.

TRANSFERS

Under the EQUI-VEST Trusteed and EDC Contracts, either the Participant or Owner,
or the Plan Trustee, or both as applicable,  may direct us to transfer among the
investment  options.  Under  other  EQUI-VEST  Contracts,   you  may  make  such
transfers.  There is no charge  for  these  transfers.  If you have an  Original
Contract,  restrictions  will apply to transfers  into the Alliance Money Market
Fund from any of the other  Investment  Options.  Minimum  transfer  amounts may
apply.

SERVICES WE PROVIDE

Your  Equitable  Representative  can help you with any  questions  you have.  In
addition, there are a number of services designed to keep you informed.

REGULAR REPORTS

We currently provide written confirmation of every financial transaction, and:

o  Annual statement as of the close of the Calendar Year;

o  Statement as of the last day of the Contract Year.

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


                                       9
<PAGE>


ADDITIONAL SERVICES

Materials and seminars of an educational  nature to assist  retirement  planning
needs of  Participants  can be arranged  through your Equitable  Representative.
Your Equitable Representative can also schedule retirement planning workshops to
facilitate plan enrollment periods.

TELEPHONE OPERATED PROGRAM SUPPORT
(TOPS) SYSTEM

TOPS is designed to provide  up-to-date  information  via touch-tone  telephone.
TOPS is available under all EQUI-VEST  Contracts,  but in certain plans, the use
of TOPS may be limited by the plan provisions. Use TOPS:

o  for current Annuity Account Value;

o  for current allocation percentages;

o  for the number of units held in the Investment Funds under your account;

o  to  change  your  allocation  percentages  and/or  transfer  money  among the
   Investment Funds and the Guaranteed Interest Account; or

o  to elect Investment Simplifier.

A personal  identification  number is required to use certain TOPS features.  We
have  established  procedures  that  are  considered  to be  reasonable  and are
designed to confirm that  instructions  communicated  by telephone  are genuine.
Such procedures  include requiring certain personal  identification  information
prior to acting on telephone  instructions and providing written confirmation of
instructions   communicated  by  telephone.  If  we  do  not  employ  reasonable
procedures to confirm that  instructions  communicated by telephone are genuine,
we may be liable  for any  losses  arising  out of any action on our part or any
failure  or  omission  to act as a result  of our own  negligence,  lack of good
faith, or willful misconduct.  In light of the procedures  established,  we will
not be liable for following telephone instructions that we reasonably believe to
be  genuine.  We  reserve  the right to  terminate  or modify any  telephone  or
automated transfer/withdrawal service we provide upon 90 days written notice.

TOPS is  normally  available  daily,  24  hours  a day,  by  calling  toll-free,
800-755-7777.  However, Equitable will not be responsible for the unavailability
of the system for any reason. Transfers made after the close of our Business Day
or on a non-Business Day are not effective until the following Business Day.

TOLL-FREE TELEPHONE SERVICES

We maintain toll-free numbers for your convenience. See the chart below.

WRITTEN COMMUNICATION

All items  received at the proper  address prior to 4:00 p.m.  Eastern Time on a
Business Day will be effective on the same Business Day.  Written  requests will
be  processed  as of the date a properly  completed  request is  received at our
Processing Office.

YEAR 2000 PROGRESS

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

In 1995,  Equitable  Life began  addressing the question of whether its computer
systems would  recognize the year 2000 before,  on or after January 1, 2000, and
Equitable  Life  believes it has  identified  those of its  systems  critical to
business  operations  that  are not  Year  2000  compliant.  By year  end  1998,
Equitable  Life expects  that the work of  modifying or replacing  non-compliant
systems will  substantially be completed and expects a comprehensive test of its
Year 2000 compliance will be performed in the first half of 1999. Equitable Life
is in the process of seeking  assurances from third party service providers that
they are acting to address  the Year 2000  issue with the goal of  avoiding  any
material  adverse  effect  on  services  provided  to  Contract  Owners  and  on
operations of the Investment  Options.  Any  significant  unresolved  difficulty
related to the Year 2000 compliance  initiatives  could have a material  adverse
effect on the ability to  administer  your  Contract and operate the  Investment
Options.  Assuming the timely completion of computer  modifications by Equitable
Life and third party  service  providers,  there  should be no material  adverse
effect on the ability to perform these functions.


                                       10
<PAGE>


<TABLE>
<CAPTION>

WHERE TO REACH US
- -------------------------------------------------------------------------------------------------------------------------------
                                                                      CONTRIBUTIONS:
                                                                      FOR EDC, TSA, TRUSTEED,
              FOR ALL WRITTEN REQUESTS                                ANNUITANT-OWNED HR-10, SEP,
              AND COMMUNICATIONS          CONTRIBUTIONS:              SIMPLE IRA, AND IRA AND NQ  LOAN REPAYMENTS:
              (OTHER THAN CONTRIBUTIONS   FOR IRA & NQ OWNERS WHO     WHEN CONTRIBUTIONS ARE      FOR TSA AND CORPORATE
              AND LOAN REPAYMENTS)        CONTRIBUTE INDIVIDUALLY     REMITTED BY THE EMPLOYER    TRUSTEED LOAN REPAYMENTS
- -------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                         <C>                         <C>                         <C>
  REGULAR     EQUI-VEST                   Equitable Life              Equitable Life              Equitable Life
    MAIL      Administration Office       EQUI-VEST Administration    EQUI-VEST Administration    Loan Repayment
              Equitable Life              Office -- Individual         Office -- Unit Collections   EQUI-VEST Lockbox
              P.O. Box 2996               Collections                 P.O. Box 13463              P.O. Box 13496
              New York NY  10116-2996     P.O. Box 13459              Newark, NJ  07188-0463      Newark, NJ  07188-0496
                                          Newark, NJ  07188-0459
- -------------------------------------------------------------------------------------------------------------------------------
  EXPRESS     EQUI-VEST                   Equitable Life              Equitable Life                          N/A
    MAIL      Administration Office       c/o First Chicago           c/o First Chicago
              Equitable Life              National Processing Center  National Processing Center
              200 Plaza Drive,            300 Harmon Meadow           300 Harmon Meadow
              2nd Floor                   Boulevard, 3rd Floor        Boulevard, 3rd Floor
              Secaucus, NJ  07094         Secaucus, NJ  07094         Secaucus, NJ  07094
                                          Attn: Box 13459             Attn: Box 13463
- -------------------------------------------------------------------------------------------------------------------------------
  TOPS                                                         1-800-755-7777

- -------------------------------------------------------------------------------------------------------------------------------
    DAILY                                                      1-800-841-0801
    UNIT VALUE
- -------------------------------------------------------------------------------------------------------------------------------
  CUSTOMER SERVICE REPRESENTATIVES
    (AVAILABLE 8:00 A.M.-7:00 P.M.,                            1-800-628-6673
    EASTERN
    TIME, ON EACH BUSINESS DAY MONDAY
    THROUGH THURSDAY AND UNTIL 5:00 P.M.
    ON FRIDAY)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>



DISTRIBUTION OPTIONS AND DEATH BENEFITS

EQUI-VEST  Contracts  provide several  different types of distribution  options,
including:

o  fixed and variable annuities;

o  lump sum payments;

o  partial withdrawals;

o  required minimum distributions;

o  payments for a specific period of time;

o  our Systematic  Withdrawal option under EQUI- VEST (not available for amounts
   allocated to the Fixed Maturity Account).

There is a death benefit if the Annuitant  dies before an annuity payout begins.
The beneficiary  will be paid the greater of the Annuity Account Value minus any
outstanding  loan balance  (including  accrued  interest)  or the minimum  death
benefit. The minimum death benefit will not be less than the total contributions
adjusted for total  withdrawals and any applicable  taxes,  less any outstanding
loan balance (including accrued interest).

SPDA VARIABLE DISTRIBUTION OPTION

In addition to offering a variable annuity  distribution  option to participants
in EQUI-VEST, we also make the variable annuity distribution option described in
Part 6 under "Distribution  Options: Fixed and Variable Annuity Forms" available
to owners of Equitable Life's single premium deferred annuity (SPDA)  contracts.
SPDA  contractholders  who are  considering  purchasing a variable  distribution
option  should  review the section on  Distribution  Options in Part 6, "Part 2:
Separate Account A and Its Investment Funds," "Part 3: Investment  Performance,"
and the sections of the  Statement of Additional  Information  which discuss the
variable annuity  distribution  option.  Also see "Part 9: Federal Tax and ERISA
Matters" and the HRT prospectus attached.

WITHDRAWALS AND TERMINATION

Subject to Federal  Regulations  and the provisions of any  applicable  employer
plan, you may withdraw funds at any time by completing and submitting the proper
form(s).  These forms are available from your Equitable  Representative  or from
our Processing  Office.  Withdrawals  may be subject to a minimum amount or to a
contingent  withdrawal charge.  Withdrawals from Fixed Maturity Periods prior to
their Expiration Dates will result in a market value adjustment.

Premature withdrawals or contract  terminations  (generally prior to age 59 1/2)
may be restricted and subject to an early withdrawal Federal income tax penalty.
See "Part 9: Federal Tax and ERISA Matters."

LOANS

Certain  EQUI-VEST   Contracts  permit  loans  without  incurring  a  contingent
withdrawal  charge  (except  in  the  event  of  a  default).   Such  loans  are
administered  in  accordance  with current or proposed  regulations,  as we deem
appropriate.  See "Loans (for TSA and  Corporate  Trusteed  Only)" in Part 6 for
more information.


                                       11
<PAGE>

TAXES

Generally,  any earnings  attributable to your Annuity Account Value will not be
included in your  taxable  income  until  distributions  are made.  See "Part 9:
Federal Tax and ERISA Matters."

DEDUCTIONS AND CHARGES

Keep in mind that  these  programs  are  designed  for  retirement  savings  and
long-range  financial  planning;  certain charges will not apply unless you make
early withdrawals from your Contract.

Following is a summary of the different  types of  deductions  and charges which
may be applicable.

o  CHARGE TO INVESTMENT  FUNDS -- We make a daily charge for certain expenses of
   the Contract. It covers death benefits, mortality risks, expenses and expense
   risks.  The daily  Accumulation  Unit Value is quoted  net of these  charges.
   These charges will vary by Contract,  and are at a maximum  effective  annual
   rate of 1.35% for all Funds other than the Alliance  Money  Market,  Alliance
   Common Stock and  Alliance  Balanced  Funds which are at a maximum  effective
   annual rate of 1.49%. Further,  EQUI-VEST Series 100 and 200 Contracts impose
   an overall limit of 1.75% on total  Separate  Account and Trust  expenses for
   the Alliance Money Market,  Alliance Common Stock,  Alliance Aggressive Stock
   and Alliance Balanced Funds.

o  TRUST CHARGES TO  PORTFOLIOS  -- Investment  advisory fees and other fees and
   expenses  of the HRT and the EQAT  are  charged  daily  against  the  Trust's
   assets.  These charges are reflected in the Portfolio's daily share price and
   in the daily Accumulation Unit Value for the Investment Funds.

o  ADMINISTRATIVE CHARGES -- The administrative charge is currently at a maximum
   of $30 a year but may be less under certain Contracts.

   The charge is deducted each Contract Year from your Annuity  Account Value in
   the Guaranteed  Interest  Account and Investment Funds and, in certain cases,
   from the Fixed Maturity Periods.

o  CHARGES FOR STATE PREMIUM AND OTHER  APPLICABLE  TAXES -- Generally,  charges
   for state premium taxes and other applicable taxes, if any, are deducted when
   an annuity  payment  option is elected.  The current tax charge that might be
   imposed varies by state and ranges from 0% to 3.50%;  however, the rate is 1%
   in Puerto Rico and 5% in the Virgin Islands.

o  CONTINGENT  WITHDRAWAL CHARGE -- If you terminate your participation  under a
   Contract  or make a  partial  withdrawal,  your  Annuity  Account  Value,  as
   applicable,  may be subject to a  contingent  withdrawal  charge that will be
   used to cover sales and promotional expenses.  This charge will not exceed 6%
   of the amount withdrawn. The amount withdrawn includes the amount you request
   and the withdrawal charge.  Important exceptions and limitations eliminate or
   reduce  the  contingent  withdrawal  charge.  See  "Part  7:  Deductions  and
   Charges."

o  CHARGE ON THIRD PARTY  TRANSFER OR EXCHANGE -- You may  instruct us to make a
   direct  transfer to a third party of amounts under your Contract,  or request
   that your Contract be exchanged for another contract or certificate issued by
   another  carrier.  Certain  Contracts permit us to deduct a charge of $25 per
   occurrence for such transfers or exchanges.

10-DAY FREE LOOK FOR EQUI-VEST

You have the right to examine  your  EQUI-VEST  Contract for a period of 10 days
after you  receive  it,  and to return it to us for a refund.  You  cancel it by
sending it to our  Processing  Office.  The free look is  extended if your state
requires a refund period of longer than 10 days.  This right applies only to the
initial owner of a Contract.

For  contributions  allocated to Investment  Funds, your refund will equal those
contributions  plus or minus any  investment  gain or loss  through  the date we
receive your Contract at our Processing Office.  Certain daily charges will also
be  automatically  deducted.  For  contributions  allocated  to  the  Guaranteed
Interest  Account,  the refund will equal the amount allocated to the Guaranteed
Interest  Account without  interest.  For  contributions  allocated to the Fixed
Maturity Account,  the refund will equal the amount of your  contributions  plus
any crediting of interest,  and plus or minus any market value adjustment.  Some
states or Federal  income tax  regulations  may require  that we  calculate  the
refund  differently.  We follow  these same  procedures  if you change your mind
before a Contract has been issued, but after a contribution has been made.

In certain  cases,  there may be tax  implications  to cancelling  your Contract
during the 10-day free look period.


                                       12
<PAGE>



FEE TABLES AND EXAMPLES

The EQUI-VEST Contracts may differ in terms of the fees that are charged. One of
the  following  Tables will apply to you. To determine  which Table  applies you
need to know which EQUI-VEST Series you own or are considering purchasing. For a
description  of the  different  EQUI-VEST  Series,  see  "Part 6: The  EQUI-VEST
Contract  Series." These Tables,  and the related  Examples,  will assist you in
understanding  the various costs and expenses under your  EQUI-VEST  Contract so
that you may compare  them with other  products.  Except as described in Notes 5
and 7 below,  the Tables reflect  expenses of both the Separate  Account and the
applicable Trust for the year ended December 31, 1997.

Certain  expenses and fees shown in the relevant table for your Contract may not
apply to you. To determine whether a particular item in a Table applies (and the
actual amount,  if any) consult the section of the prospectus for your EQUI-VEST
Contract  series  indicated in the notes to the Table.  A charge for  applicable
state or local taxes may be deducted  from  contributions  in some  states.  See
"Charges for State Premium and Other Applicable Taxes" in Part 7.

As explained  in Parts 4 and 5, the  Guaranteed  Interest  Account and the Fixed
Maturity  Account are not a part of the Separate  Account and are not covered by
the following  Tables and Examples.  The only expenses shown in the Tables which
apply to the Guaranteed  Interest Account and the Fixed Maturity Account are the
Contingent  Withdrawal  Charge, the Annual  Administrative  Charge and the Third
Party  Transfer  or  Exchange  Fee,  if  applicable.  Also see  "Income  Annuity
Distribution  Options" in Part 6 for the description of an administrative charge
which may apply when you annuitize. 

TABLE 1: EQUI-VEST SERIES 100 

Description of Expenses
- -----------------------

CONTRACT OWNER TRANS0ACTION EXPENSES
   SALES LOAD ON PURCHASES .....................................     NONE
   MAXIMUM CONTINGENT WITHDRAWAL CHARGE (1) ....................     6%
   MAXIMUM ANNUAL ADMINISTRATIVE CHARGE (2) ....................     $30

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
                                                            ALLIANCE
                                             ALLIANCE     INTERMEDIATE    ALLIANCE                    ALLIANCE     ALLIANCE
                                              MONEY        GOVERNMENT     QUALITY       ALLIANCE       GROWTH       EQUITY
                                              MARKET       SECURITIES       BOND       HIGH YIELD     & INCOME       INDEX
                                         --------------------------------------------------------------------------------------
<S>                                           <C>             <C>           <C>           <C>            <C>          <C> 
MAXIMUM SEPARATE ACCOUNT AND HRT ANNUAL
   EXPENSES (3)                               1.75%             N/A           N/A           N/A            N/A          N/A
   Separate Account Annual Expenses (4)
     Mortality and Expense Risk Fees           .65%            .50%          .50%          .50%           .50%         .50%
     Other Expenses                            .84%            .84%          .84%          .84%           .84%         .84%
- -------------------------------------------------------------------------------------------------------------------------------
       Total Separate Account Annual
         Expenses                             1.49% (3)       1.34%         1.34%         1.34%          1.34%        1.34%
   HRT Annual Expenses (4)
     Investment Advisory Fees                  .35%            .50%          .53%          .60%           .55%         .32%
     Other Expenses                            .04%            .06%          .05%          .04%           .04%         .04%
- -------------------------------------------------------------------------------------------------------------------------------
       Total HRT Annual Expenses (5)(6)        .39%(3)         .56%          .58%          .64%           .59%         .36%
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                        ALLIANCE  
                                            ALLIANCE             ALLIANCE   ALLIANCE     SMALL    ALLIANCE                ALLIANCE
                                             COMMON    ALLIANCE   INTER-   AGGRESSIVE     CAP   CONSERVATIVE   ALLIANCE    GROWTH
                                             STOCK      GLOBAL   NATIONAL     STOCK      GROWTH   INVESTORS    BALANCED   INVESTORS
                                         ------------------------------------------------------------------------------------------
<S>                                          <C>          <C>       <C>       <C>        <C>       <C>          <C>         <C> 
MAXIMUM SEPARATE ACCOUNT AND HRT ANNUAL
   EXPENSES (3)                              1.75%          N/A       N/A     1.75%        N/A       N/A        1.75%         N/A
   Separate Account Annual Expenses (4)
     Mortality and Expense Risk Fees          .65%         .50%      .50%      .50%       .50%      .50%         .65%        .50%
     Other Expenses                           .84%         .84%      .84%      .84%       .84%      .84%         .84%        .84%
- -----------------------------------------------------------------------------------------------------------------------------------
       Total Separate Account Annual
         Expenses                            1.49% (3)    1.34%     1.34%     1.34% (3)  1.34%     1.34%        1.49% (3)   1.34%
   HRT Annual Expenses (4)
     Investment Advisory Fees                 .37%         .65%      .90%      .54%       .90%      .48%         .42%        .52%
     Other Expenses                           .03%         .08%      .18%      .03%       .05%      .07%         .05%        .05%
- -----------------------------------------------------------------------------------------------------------------------------------
       Total HRT Annual Expenses (5)(6)       .40%(3)      .73%     1.08%      .57%(3)    .95%      .55%         .47%(3)     .57%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       13
<PAGE>

<TABLE>
<CAPTION>

TABLE 1: EQUI-VEST SERIES 100 (CONTINUED)
- -------------------------------------------------------------------------------------------------------------------------------
                                                                           EQ/PUTNAM GROWTH
                                           T. ROWE PRICE    T. ROWE PRICE          &           EQ/ PUTNAM
                                           INTERNATIONAL    EQUITY INCOME    INCOME VALUE       BALANCED       MFS RESEARCH
                                          STOCK PORTFOLIO     PORTFOLIO        PORTFOLIO        PORTFOLIO        PORTFOLIO
                                         --------------------------------------------------------------------------------------
<S>                                            <C>              <C>              <C>              <C>              <C> 
MAXIMUM SEPARATE ACCOUNT AND EQAT ANNUAL
   EXPENSES                                     N/A              N/A              N/A              N/A              N/A
   Separate Account Annual Expenses
     Mortality and Expense Risk Fees            .50%             .50%             .50%             .50%             .50%
     Other Expenses                             .84%             .84%             .84%             .84%             .84%
- -------------------------------------------------------------------------------------------------------------------------------
       Total Separate Account Annual
         Expenses                              1.34%            1.34%            1.34%            1.34%            1.34%
EQAT Annual Expenses
   Investment Management and
     Advisory Fee                               .75%             .55%             .55%             .55%             .55%
     Rule 12b-1 Fee (7)                         .25%             .25%             .25%             .25%             .25%
     Other Expenses                             .20%             .05%             .05%             .10%             .05%
- -------------------------------------------------------------------------------------------------------------------------------
       Total EQAT Annual Expenses (8)          1.20%             .85%             .85%             .90%             .85%
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
                                           MFS EMERGING    MORGAN STANLEY    WARBURG PINCUS    MERRILL LYNCH    MERRILL LYNCH
                                            GROWTH COM-   EMERGING MARKETS    SMALL COMPANY   WORLD STRATEGY     BASIC VALUE
                                         PANIES PORTFOLIO EQUITY PORTFOLIO   VALUE PORTFOLIO     PORTFOLIO    EQUITY PORTFOLIO
                                         --------------------------------------------------------------------------------------
<S>                                            <C>              <C>              <C>              <C>              <C> 
MAXIMUM SEPARATE ACCOUNT AND EQAT ANNUAL
   EXPENSES                                     N/A              N/A              N/A              N/A              N/A
   Separate Account Annual Expenses
     Mortality and Expense Risk Fees            .50%             .50%             .50%             .50%             .50%
     Other Expenses                             .84%             .84%             .84%             .84%             .84%
- -------------------------------------------------------------------------------------------------------------------------------
       Total Separate Account Annual
         Expenses                              1.34%            1.34%            1.34%            1.34%            1.34%
EQAT Annual Expenses
   Investment Management and
     Advisory Fee                               .55%            1.15%             .65%             .70%             .55%
     Rule 12b-1 Fee (7)                         .25%             .25%             .25%             .25%             .25%
     Other Expenses                             .05%             .35%             .10%             .25%             .05%
- -------------------------------------------------------------------------------------------------------------------------------
       Total EQAT Annual Expenses (8)           .85%            1.75%            1.00%            1.20%             .85%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

TABLE 2: EQUI-VEST SERIES 200
Description of Expenses
- -----------------------

CONTRACT OWNER TRANSACTION EXPENSES
SALES LOAD ON PURCHASES ..............................................   NONE
MAXIMUM CONTINGENT WITHDRAWAL CHARGE (1) .............................   6%
MAXIMUM ANNUAL ADMINISTRATIVE CHARGE (2) .............................   $30

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
                                                           ALLIANCE
                                            ALLIANCE     INTERMEDIATE    ALLIANCE                    ALLIANCE      ALLIANCE
                                              MONEY       GOVERNMENT     QUALITY       ALLIANCE       GROWTH        EQUITY
                                             MARKET       SECURITIES       BOND       HIGH YIELD     & INCOME       INDEX
                                         --------------------------------------------------------------------------------------
<S>                                           <C>            <C>           <C>           <C>           <C>           <C> 
MAXIMUM SEPARATE ACCOUNT AND HRT ANNUAL
   EXPENSES (3)                               1.75%            N/A           N/A           N/A           N/A           N/A
   Separate Account Annual Expenses (4)
     Mortality and Expense Risk Fees          1.15%          1.09%         1.09%         1.09%         1.09%         1.09%
     Other Expenses                            .25%           .25%          .25%          .25%          .25%          .25%
- -------------------------------------------------------------------------------------------------------------------------------
       Total Separate Account Annual
         Expenses                             1.40% (3)      1.34%         1.34%         1.34%         1.34%         1.34%
   HRT Annual Expenses (4)
     Investment Advisory Fees                  .35%           .50%          .53%          .60%          .55%          .32%
     Other Expenses                            .04%           .06%          .05%          .04%          .04%          .04%
- -------------------------------------------------------------------------------------------------------------------------------
       Total HRT Annual Expenses (5)(6)        .39%(3)        .56%          .58%          .64%          .59%          .36%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       14
<PAGE>

<TABLE>
<CAPTION>

TABLE 2: EQUI-VEST SERIES 200 (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                        ALLIANCE  
                                            ALLIANCE              ALLIANCE   ALLIANCE    SMALL     ALLIANCE                ALLIANCE
                                             COMMON     ALLIANCE   INTER-   AGGRESSIVE    CAP    CONSERVATIVE  ALLIANCE     GROWTH
                                             STOCK       GLOBAL   NATIONAL    STOCK      GROWTH   INVESTORS    BALANCED   INVESTORS
                                         -------------------------------------------------------------------------------------------
<S>                                          <C>         <C>       <C>       <C>         <C>       <C>          <C>          <C> 
MAXIMUM SEPARATE ACCOUNT AND
   HRT ANNUAL EXPENSES (3)                   1.75%        N/A       N/A      1.75%        N/A       N/A         1.75%         N/A
   Separate Account Annual Expenses (4)
     Mortality and Expense Risk Fees         1.15%       1.09%     1.09%     1.09%       1.09%     1.09%        1.15%        1.09%
     Other Expenses                           .25%        .25%      .25%      .25%        .25%      .25%         .25%         .25%
- ----------------------------------------------------------------------------------------------------------------------------------
       Total Separate Account Annual
         Expenses                            1.40% (3)   1.34%     1.34%     1.34%(3)    1.34%     1.34%        1.40%(3)     1.34%
   HRT Annual Expenses (4)
     Investment Advisory Fees                 .37%        .65%      .90%      .54%        .90%      .48%         .42%         .52
     Other Expenses                           .03%        .08%      .18%      .03%        .05%      .07%         .05%         .05
- ----------------------------------------------------------------------------------------------------------------------------------
       Total HRT Annual Expenses (5)(6)       .40%(3)     .73%     1.08%      .57%(3)     .95%      .55%         .47%(3)      .57
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
                                                                                EQ/PUTNAM
                                            T. ROWE PRICE     T. ROWE PRICE      GROWTH &       EQ/ PUTNAM
                                            INTERNATIONAL     EQUITY INCOME    INCOME VALUE      BALANCED       MFS RESEARCH
                                           STOCK PORTFOLIO      PORTFOLIO       PORTFOLIO        PORTFOLIO       PORTFOLIO
                                         --------------------------------------------------------------------------------------
<S>                                            <C>                <C>              <C>             <C>              <C> 
MAXIMUM SEPARATE ACCOUNT AND 
   EQAT ANNUAL EXPENSES                         N/A                N/A              N/A             N/A              N/A
   Separate Account Annual Expenses
     Mortality and Expense Risk Fees            .50%               .50%             .50%            .50%             .50%
     Other Expenses                             .84%               .84%             .84%            .84%             .84%
- -------------------------------------------------------------------------------------------------------------------------------
       Total Separate Account Annual
         Expenses                              1.34%              1.34%            1.34%           1.34%            1.34%
EQAT Annual Expenses
   Investment Management and                    .75%               .55%             .55%            .55%             .55%
     Advisory Fee
     Rule 12b-1 Fee (7)                         .25%               .25%             .25%            .25%             .25%
     Other Expenses                             .20%               .05%             .05%            .10%             .05%
- -------------------------------------------------------------------------------------------------------------------------------
       Total EQAT Annual Expenses (8)          1.20%               .85%             .85%            .90%             .85%
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
                                                             
                                            MFS EMERGING     MORGAN STANLEY     WARBURG PINCUS   MERRILL LYNCH   MERRILL LYNCH
                                             GROWTH COM-    EMERGING MARKETS    SMALL COMPANY   WORLD STRATEGY    BASIC VALUE
                                          PANIES PORTFOLIO  EQUITY PORTFOLIO   VALUE PORTFOLIO     PORTFOLIO    EQUITY PORTFOLIO
                                         --------------------------------------------------------------------------------------
<S>                                            <C>                <C>              <C>             <C>              <C> 
MAXIMUM SEPARATE ACCOUNT AND
   EQAT ANNUAL EXPENSES                         N/A                N/A              N/A             N/A              N/A
   Separate Account Annual Expenses
     Mortality and Expense Risk Fees            .50%               .50%             .50%            .50%             .50%
     Other Expenses                             .84%               .84%             .84%            .84%             .84%
- -------------------------------------------------------------------------------------------------------------------------------
       Total Separate Account Annual
         Expenses                              1.34%              1.34%            1.34%           1.34%            1.34%
EQAT Annual Expenses
   Investment Management and
     Advisory Fee                               .55%              1.15%             .65%            .70%             .55%
     Rule 12b-1 Fee (7)                         .25%               .25%             .25%            .25%             .25%
     Other Expenses                             .05%               .35%             .10%            .25%             .05%
- -------------------------------------------------------------------------------------------------------------------------------
       Total EQAT Annual Expenses (8)           .85%              1.75%            1.00%           1.20%             .85%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       15
<PAGE>





- -------------------
Notes:
(1) The contingent withdrawal charge is a percentage of specified  contributions
    or amounts withdrawn,  depending on the Contract.  Important  exceptions and
    limitations may eliminate or reduce the contingent  withdrawal  charge.  See
    "Contingent Withdrawal Charge" in Part 7.

(2) Many Contracts are exempt from this charge. The Annual Administrative Charge
    is the  lesser  of  $30 or 2% of the  Annuity  Account  Value.  See  "Annual
    Administrative Charge" in Part 7.

(3) The  amounts  shown in the Table  under  "Maximum  Separate  Account and HRT
    Annual  Expenses," when added together,  are not permitted to exceed a total
    annual rate of 1.75% of the value of the assets held in the  Alliance  Money
    Market,  Alliance  Common  Stock,  Alliance  Aggressive  Stock and  Alliance
    Balanced Funds. For Series 100 Contracts,  without this expense  limitation,
    total  Separate  Account Annual  Expenses plus HRT Annual  Expenses for 1997
    would  have been  1.88%,  1.89%,  1.91%,  and 1.96% for the  Alliance  Money
    Market,  Alliance  Common  Stock,  Alliance  Aggressive  Stock and  Alliance
    Balanced Funds, respectively. For Series 200 Contracts, without this expense
    limitation,  total Separate Account Annual Expenses plus HRT Annual Expenses
    for 1997 would have been 1.79%,  1.80%,  1.91%,  and 1.87% for the  Alliance
    Money Market,  Alliance Common Stock, Alliance Aggressive Stock and Alliance
    Balanced Funds,  respectively.  For Series 100 Contracts,  Separate  Account
    Annual  Expenses are  guaranteed  not to exceed a total annual rate of 1.49%
    for the Alliance Money Market,  Alliance  Balanced and Alliance Common Stock
    Funds  and an  annual  rate of 1.34% for all  other  Investment  Funds.  See
    "Limitation on Charges" in Part 7.

(4) Separate  Account  and  HRT  expenses  are  shown  as a  percentage  of each
    Investment Fund's or Portfolio's average value.  "Mortality and Expense Risk
    Fees" includes  death benefit  charges.  "Other  Expenses"  under  "Separate
    Account  Annual  Expenses"  includes  financial  accounting  expenses.   See
    "Limitation  on  Charges,"  "Charges to  Investment  Funds" and  "Charges to
    Portfolios" in Part 7.

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

    The tables above  reflecting  HRT's expenses are based on average  portfolio
    net assets for the year ended  December  31, 1997 and have 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,  1997 and (ii)
    estimated accounting expenses for the year ending December 31, 1997.

(6) 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 HRT. The maximum investment advisory fees, however,  cannot be increased
    without a vote of that Portfolio's shareholders.  The other direct operating
    expenses will also fluctuate from year to year depending on actual expenses.
    HRT's  expenses  are  shown  as a  percentage  of each  Portfolio's  average
    portfolio net assets. See "Charges to Portfolios" in Part 7.

(7) The Class IB shares of EQAT are subject to fees imposed  under  distribution
    plans  (herein,  the "Rule 12b-1  Plans" ) adopted by EQAT  pursuant to Rule
    12b-1 under the Investment  Company Act of 1940, as amended.  The Rule 12b-1
    Plans provide that EQAT, on behalf of each Portfolio, may charge annually up
    to 0.25% of the average daily net assets of a Portfolio  attributable to its
    Class IB shares in respect of activities primarily intended to result in the
    sale of the Class IB  shares.  The 12b-1 fee will not be  increased  for the
    life of the Contracts.

(8) All EQAT  Portfolios  commenced  operations on May 1, 1997 except the Morgan
    Stanley Emerging  Markets Equity  Portfolio,  which commenced  operations on
    August 20, 1997.  

    The maximum investment  management and advisory fees for each EQAT Portfolio
    cannot be increased  without a vote of that  Portfolio's  shareholders.  The
    amounts shown as "Other Expenses" will fluctuate from year to year depending
    on  actual  expenses;   however,   EQ  Financial   Consultants,   Inc.  ("EQ
    Financial"),   EQAT's  manager,  has  entered  into  an  expense  limitation
    agreement with respect to each Portfolio ("Expense  Limitation  Agreement"),
    pursuant  to which EQ  Financial  has  agreed to waive or limit its fees and
    assume other expenses. Under the Expense Limitation Agreement,  total annual
    operating expenses of each Portfolio (other than interest,  taxes, brokerage
    commissions,  capitalized  expenditures,  extraordinary  expenses  and 12b-1
    fees) are  limited  for the  respective  average  daily  net  assets of each
    Portfolio  as follows:  0.60% for Merrill  Lynch  Basic  Value  Equity,  MFS
    Research, MFS Emerging Growth Companies, EQ/Putnam Growth & Income Value and
    T. Rowe Price Equity Income; 0.65% for EQ/Putnam Balanced; 0.75% for Warburg
    Pincus Small Company  Value;  0.95% for Merrill Lynch World  Strategy and T.
    Rowe  Price  International  Stock;  and 1.50% for  Morgan  Stanley  Emerging
    Markets Equity.

    Absent the expense  limitation,  "Other  Expenses" for 1997 on an annualized
    basis  for each of the  Portfolios  would  have been as  follows:  0.80% for
    Warburg Pincus Small Company  Value;  0.94% for T. Rowe Price Equity Income;
    0.95% for EQ/Putnam Growth & Income Value; 0.98% for MFS Research; 1.02% for
    MFS Emerging Growth  Companies;  1.09% for Merrill Lynch Basic Value Equity;
    1.21% for Morgan Stanley  Emerging  Markets Equity;  1.56% for T. Rowe Price
    International  Stock;  1.75% for EQ/Putnam  Balanced;  and 2.10% for Merrill
    Lynch World Strategy.

    Each Portfolio may at a later date make a reimbursement  to EQ Financial for
    any of the management fees waived or limited and other expenses  assumed and
    paid by EQ Financial pursuant to the Expense Limitation  Agreement provided,
    that among other  things,  such  Portfolio  has reached  sufficient  size to
    permit  such  reimbursement  to be made and  provided  that the  Portfolio's
    current annual operating  expenses do not exceed the operating expense limit
    determined for such Portfolio. See the EQAT prospectus for more information.


                                       16
<PAGE>


EXAMPLES: EQUI-VEST SERIES 100 AND 200

For each type of Series 100 and 200 Contract, the examples which follow show the
expenses  that a  hypothetical  Contract  Owner would pay in the  surrender  and
nonsurrender situations noted below, assuming a single contribution of $1,000 on
the Contract Date invested in one of the Investment Funds listed and a 5% annual
return on  assets  and no waiver of the  contingent  withdrawal  charge.(1)  For
purposes  of these  examples,  the annual  administrative  charge is computed by
reference to the actual aggregate annual administrative  charges as a percentage
of the total assets held under all EQUI-VEST Contracts.

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.  Similarly,  the annual rate of return  assumed in the
examples is not an estimate or guarantee of future investment performance.

IF YOU  SURRENDER  YOUR  CONTRACT AT THE END OF EACH PERIOD  SHOWN,  THE EXPENSE
WOULD BE: 

FOR IRA  (TRADITIONAL,  ROTH AND  CERTAIN  QP  IRA(2)),  SEP,  EDC AND
PARTICIPANT-OWNED HR-10 CONTRACTS:

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                    -----------------------------------------------------------------
<S>                                                      <C>             <C>             <C>             <C>   
Alliance Money Market                                    $80.93          $124.74         $164.32         $256.17
Alliance Intermediate Government Securities               82.41           129.21          171.87          272.02
Alliance Quality Bond                                     82.60           129.80          172.87          274.12
Alliance High Yield                                       83.19           131.59          175.87          280.38
Alliance Growth & Income                                  82.70           130.10          173.37          275.16
Alliance Equity Index                                     80.43           123.25          161.79          250.84
Alliance Common Stock                                     80.93           124.74          164.32          256.17
Alliance Global                                           84.08           134.26          180.36          289.70
Alliance International                                    87.53           144.59          197.66          325.14
Alliance Aggressive Stock                                 80.93           124.74          164.32          256.17
Alliance Small Cap Growth                                 86.25           140.76              --              --
Alliance Conservative Investors                           82.31           128.91          171.37          270.97
Alliance Balanced                                         80.93           124.74          164.32          256.17
Alliance Growth Investors                                 82.50           129.51          172.37          273.07
T. Rowe Price International Stock Portfolio               88.72           148.12              --              --
T. Rowe Price Equity Income Portfolio                     85.27           137.81              --              --
EQ/Putnam Growth & Income Value Portfolio                 85.27           137.81              --              --
EQ/Putnam Balanced Portfolio                              85.76           139.29              --              --
MFS Research Portfolio                                    85.27           137.81              --              --
MFS Emerging Growth Companies Portfolio                   85.27           137.81              --              --
Morgan Stanley Emerging Markets Equity Portfolio          94.14           164.17              --              --
Warburg Pincus Small Company Value Portfolio              86.75           142.24              --              --
Merrill Lynch World Strategy Portfolio                    88.72           148.12              --              --
Merrill Lynch Basic Value Equity Portfolio                85.27           137.81              --              --
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

FOR TSA AND QP IRA CONTRACTS:(3)
- ---------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                    -----------------------------------------------------------------
<S>                                                      <C>             <C>             <C>             <C>   
Alliance Money Market                                    $74.74          $118.17         $164.32         $256.17
Alliance Intermediate Government Securities               76.23           122.67          171.87          272.02
Alliance Quality Bond                                     76.43           123.26          172.87          274.12
Alliance High Yield                                       77.02           125.06          175.87          280.38
Alliance Growth & Income                                  76.53           123.56          173.37          275.16
Alliance Equity Index                                     74.24           116.66          161.79          250.84
Alliance Common Stock                                     74.74           118.17          164.32          256.17
Alliance Global                                           77.92           127.75          180.36          289.70
Alliance International                                    81.39           138.15          197.66          325.14
Alliance Aggressive Stock                                 74.74           118.17          164.32          256.17
Alliance Small Cap Growth                                 80.10           134.30              --              --
Alliance Conservative Investors                           76.33           122.96          172.37          273.07
Alliance Balanced                                         74.74           118.17          164.32          256.17
Alliance Growth Investors                                 76.33           122.96          172.37          273.07
T. Rowe Price International Stock Portfolio               82.58           141.70              --              --
T. Rowe Price Equity Income Portfolio                     79.11           131.32              --              --
EQ/Putnam Growth & Income Value Portfolio                 79.11           131.32              --              --
EQ/Putnam Balanced Portfolio                              79.60           132.81              --              --
MFS Research Portfolio                                    79.11           131.32              --              --
MFS Emerging Growth Companies Portfolio                   79.11           131.32              --              --
Morgan Stanley Emerging Markets Equity Portfolio          88.04           157.86              --              --
Warburg Pincus Small Company Value Portfolio              80.60           135.78              --              --
Merrill Lynch World Strategy Portfolio                    82.58           141.70              --              --
Merrill Lynch Basic Value Equity Portfolio                79.11           131.32              --              --
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       17
<PAGE>



<TABLE>
<CAPTION>

FOR TRUSTEED AND NQ CONTRACTS:
- ---------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                    -----------------------------------------------------------------
<S>                                                       <C>             <C>            <C>             <C>   
Alliance Money Market                                     $74.74          $118.17        $161.44         $219.56
Alliance Intermediate Government Securities                76.23           122.67         169.46          235.96
Alliance Quality Bond                                      76.43           123.26         170.53          238.13
Alliance High Yield                                        77.02           125.06         173.72          244.61
Alliance Growth & Income                                   76.53           123.56         171.06          239.21
Alliance Equity Index                                      74.24           116.66         158.75          214.03
Alliance Common Stock                                      74.74           118.17         161.44          219.56
Alliance Global                                            77.92           127.75         178.50          254.26
Alliance International                                     81.39           138.15         196.89          290.94
Alliance Aggressive Stock                                  74.74           118.17         161.44          219.56
Alliance Small Cap Growth                                  80.10           134.30             --              --
Alliance Conservative Investors                            76.13           122.37         168.93          234.88
Alliance Balanced                                          74.74           118.17         161.44          219.56
Alliance Growth Investors                                  76.33           122.96         170.00          237.05
T. Rowe Price International Stock Portfolio                82.58           141.70             --              --
T. Rowe Price Equity Income Portfolio                      79.11           131.32             --              --
EQ/Putnam Growth & Income Value Portfolio                  79.11           131.32             --              --
EQ/Putnam Balanced Portfolio                               79.60           132.81             --              --
MFS Research Portfolio                                     79.11           131.32             --              --
MFS Emerging Growth Companies Portfolio                    79.11           131.32             --              --
Morgan Stanley Emerging Markets Equity Portfolio           88.04           157.86             --              --
Warburg Pincus Small Company Value Portfolio               80.60           135.78             --              --
Merrill Lynch World Strategy Portfolio                     82.58           141.70             --              --
Merrill Lynch Basic Value Equity Portfolio                 79.11           131.32             --              --
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

IF YOU DO NOT  SURRENDER  YOUR  CONTRACT  AT THE END OF EACH PERIOD  SHOWN,  THE
EXPENSE WOULD BE: 
FOR ALL SERIES 100 AND 200 CONTRACTS:
- -------------------------------------------------------------------------------------------------------------------------------
                                                                   1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                              -----------------------------------------------------------------
<S>                                                                <C>             <C>            <C>             <C>   
Alliance Money Market                                              $19.07          $59.00         $101.44         $219.56
Alliance Intermediate Government Securities                         20.64           63.77          109.46          235.96
Alliance Quality Bond                                               20.85           64.40          110.53          238.13
Alliance High Yield                                                 21.48           66.31          113.72          244.61
Alliance Growth & Income                                            20.96           64.72          111.06          239.21
Alliance Equity Index                                               18.55           57.41           98.75          214.03
Alliance Common Stock                                               19.07           59.00          101.44          219.56
Alliance Global                                                     22.43           69.16          118.50          254.26
Alliance International                                              26.10           80.19          136.89          290.94
Alliance Aggressive Stock                                           19.07           59.00              --              --
Alliance Small Cap Growth                                           24.74           76.10          130.09          277.47
Alliance Conservative Investors                                     20.54           63.45          108.93          234.88
Alliance Balanced                                                   19.07           59.00          101.44          219.56
Alliance Growth Investors                                           20.75           64.09          110.00          237.05
T. Rowe Price International Stock Portfolio                         27.36           83.95              --              --
T. Rowe Price Equity Income Portfolio                               23.69           72.95              --              --
EQ/Putnam Growth & Income Value Portfolio                           23.69           72.95              --              --
EQ/Putnam Balanced Portfolio                                        24.21           74.52              --              --
MFS Research Portfolio                                              23.69           72.95              --              --
MFS Emerging Growth Companies Portfolio                             23.69           72.95              --              --
Morgan Stanley Emerging Markets Equity Portfolio                    33.13          101.08              --              --
Warburg Pincus Small Company Value Portfolio                        25.26           77.67              --              --
Merrill Lynch World Strategy Portfolio                              27.36           83.95              --              --
Merrill Lynch Basic Value Equity Portfolio                          23.69           72.95              --              --
</TABLE>

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

(1)  The amount  accumulated  could not be paid in the form of an annuity at the
     end of any of the periods shown in the examples.  If the amount  applied to
     purchase an annuity is less than $2,000,  or the initial annuity payment is
     less than $20,  we may pay the amount to the payee in a single sum  instead
     of as payments under an annuity form. See "Distribution Options" in Part 6.
     In some cases,  charges  for state  premium or other taxes will be deducted
     from the amount applied, if applicable.
(2)  These expenses also apply to a Series 100 QP IRA purchased in a state where
     group Contracts are issued.
(3)  These expenses apply only to a Series 100 QP IRA purchased in a state where
     individual Contracts are issued.
- --------------------------------------------------------------------------------


                                       18
<PAGE>




Accumulation Unit Values

The following tables show the Accumulation  Unit Values, as of the last Business
Day for the periods  shown,  commencing  with the initial  offering of each Fund
under the Contracts indicated below.
<TABLE>
<CAPTION>

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

EQUI-VEST: Series 100 and 200

                                                             LAST BUSINESS DAY OF                                                   
                               -----------------------------------------------------------------------------------------------------
                                                                  DECEMBER                                                   MARCH  
                               ------------------------------------------------------------------------------------------  ---------
                                  1988     1989     1990     1991     1992     1993     1994     1995     1996     1997      1998   
                               -----------------------------------------------------------------------------------------------------
<S>                              <C>       <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>
Alliance Money Market            $20.32    $21.89   $23.38  $ 24.48  $ 25.01  $ 25.41  $ 26.08  $ 27.22  $ 28.28 $  29.41  $ 29.69  
Alliance Intermediate                                                                                                               
   Government Securities             --        --       --       --       --       --    98.19   109.80   112.40   118.98   120.46  
Alliance Quality Bond                --        --       --       --       --       --    93.87   108.38   112.65   121.30   122.92  
Alliance High Yield                  --        --       --       --       --       --    95.88   113.44   137.53   160.74   168.88  
Alliance Growth & Income             --        --       --       --       --       --    98.86   121.02   143.37   179.30   199.90  
Alliance Equity Index                --        --       --       --       --       --   100.95   135.94   164.12   214.66   243.54  
Alliance Common Stock             67.22     83.40    75.67   102.76   104.63   128.80   124.32   162.42   199.05   253.68   287.10  
Alliance Global                      --        --       --       --       --       --   104.12   122.06   138.00   151.87   173.58  
Alliance International               --        --       --       --       --       --       --   104.15   112.83   107.92   123.10  
Alliance Aggressive Stock         18.09     25.86    27.36    50.51    48.30    55.68    52.88    68.73    82.91    90.75   103.24  
Alliance Small Cap Growth            --        --       --       --       --       --       --       --       --   125.55   142.82  
Alliance Conservative                                                                                                               
   Investors                         --        --       --       --       --       --    95.10   112.97   117.25   130.98   137.66  
Alliance Balanced                 15.80     19.69    19.40    27.17    26.04    28.85    26.18    30.92    34.06    38.66    41.71  
Alliance Growth Investors            --        --       --       --       --       --    96.31   120.08   133.40   153.69   167.83  
T. Rowe Price International                                                                                                         
   Stock Portfolio                   --        --       --       --       --       --       --       --       --    97.61   109.56  
T. Rowe Price Equity Income                                                                                                         
   Portfolio                         --        --       --       --       --       --       --       --       --   121.04   131.52  
EQ/Putnam Growth & Income                                                                                                           
   Value Portfolio                   --        --       --       --       --       --       --       --       --   115.17   127.24  
EQ/Putnam Balanced Portfolio         --        --       --       --       --       --       --       --       --   113.46   121.90  
MFS Research Portfolio               --        --       --       --       --       --       --       --       --   115.01   133.18  
MFS Emerging Growth                                                                                                                 
   Companies Portfolio               --        --       --       --       --       --       --       --       --   121.34   145.66  
Morgan Stanley Emerging                                                                                                             
   Markets Equity Portfolio          --        --       --       --       --       --       --       --       --    79.41    82.66  
Warburg Pincus Small                                                                                                                
   Company Value Portfolio           --        --       --       --       --       --       --       --       --   118.06   126.52  
Merrill Lynch World                                                                                                                 
   Strategy Portfolio                --        --       --       --       --       --       --       --       --   103.77   111.74  
Merrill Lynch Basic Value                                                                                                           
   Equity Portfolio                  --        --       --       --       --       --       --       --       --   115.97   133.54  
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       19
<PAGE>


TABLE 3: EQUI-VEST SERIES 300 AND 400

Description of Expenses
- -----------------------
CONTRACT OWNER TRANSACTION EXPENSES
   SALES LOAD ON PURCHASES ............................................  NONE
   MAXIMUM CONTINGENT WITHDRAWAL CHARGE (1) ...........................  6%
   MAXIMUM/CURRENT ANNUAL ADMINISTRATIVE CHARGE (2) ...................  $65/30
   MAXIMUM/CURRENT THIRD PARTY TRANSFER OR EXCHANGE FEE (3) ...........  $65/25
                                                                  per occurrence

SEPARATE ACCOUNT ANNUAL EXPENSES

   Mortality and Expense Risk Fees (including Death Benefit Charges)...   1.10%
   Other Expenses (4)..................................................    .25%
                                                                         ======
     Total Separate Account Annual Expenses (5)........................   1.35%
                                                                         ======



<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
                                                       ALLIANCE
                                           ALLIANCE  INTERMEDIATE   ALLIANCE                ALLIANCE     ALLIANCE   ALLIANCE
                                            MONEY     GOVERNMENT    QUALITY     ALLIANCE     GROWTH       EQUITY     COMMON
                                            MARKET    SECURITIES      BOND     HIGH YIELD   & INCOME      INDEX       STOCK
                                         --------------------------------------------------------------------------------------
<S>                                            <C>         <C>          <C>         <C>         <C>          <C>         <C> 
HRT ANNUAL EXPENSES
     Investment Advisory Fees                  .35%        .50%         .53%        .60%        .55%         .32%        .37%
     Other Expenses                            .04%        .06%         .05%        .04%        .04%         .04%        .03%
- -------------------------------------------------------------------------------------------------------------------------------
       Total HRT Annual Expenses (6)(7)        .39%        .56%         .58%        .64%        .59%         .36%        .40%
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                    ALLIANCE    ALLIANCE    ALLIANCE                ALLIANCE
                                           ALLIANCE    ALLIANCE    AGGRESSIVE  SMALL CAP  CONSERVATIVE   ALLIANCE    GROWTH
                                            GLOBAL   INTERNATIONAL   STOCK       GROWTH     INVESTORS    BALANCED   INVESTORS
                                         --------------------------------------------------------------------------------------
<S>                                            <C>         <C>          <C>         <C>         <C>          <C>         <C> 
HRT ANNUAL EXPENSES
     Investment Advisory Fees                  .65%        .90%         .54%        .90%        .48%         .42%        .52%
     Other Expenses                            .08%        .18%         .03%        .05%        .07%         .05%        .05%
- -------------------------------------------------------------------------------------------------------------------------------
       Total HRT Annual Expenses (6)(7)        .73%       1.08%         .57%        .95%        .55%         .47%        .57%
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                           EQ/PUTNAM GROWTH
                                           T. ROWE PRICE    T. ROWE PRICE          &           EQ/ PUTNAM
                                           INTERNATIONAL    EQUITY INCOME    INCOME VALUE       BALANCED       MFS RESEARCH
                                          STOCK PORTFOLIO     PORTFOLIO        PORTFOLIO        PORTFOLIO        PORTFOLIO
                                         --------------------------------------------------------------------------------------
<S>                                             <C>              <C>              <C>              <C>              <C>
EQAT Annual Expenses
   Investment Management and
     Advisory Fee                               .75%             .55%             .55%             .55%             .55%
     Rule 12b-1 Fee(8)                          .25%             .25%             .25%             .25%             .25%
     Other Expenses                             .20%             .05%             .05%             .10%             .05%
- -------------------------------------------------------------------------------------------------------------------------------
       Total EQAT Annual Expenses (9)          1.20%             .85%             .85%             .90%             .85%
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                           
                                           MFS EMERGING    MORGAN STANLEY    WARBURG PINCUS    MERRILL LYNCH    MERRILL LYNCH
                                            GROWTH COM-   EMERGING MARKETS   SMALL COMPANY   WORLD STRATEGY     BASIC VALUE
                                         PANIES PORTFOLIO EQUITY PORTFOLIO   VALUE PORTFOLIO     PORTFOLIO    EQUITY PORTFOLIO
                                         --------------------------------------------------------------------------------------
<S>                                             <C>              <C>              <C>              <C>              <C>
EQAT Annual Expenses
   Investment Management and
     Advisory Fee                               .55%            1.15%             .65%             .70%             .55%
     Rule 12b-1 Fee(8)                          .25%             .25%             .25%             .25%             .25%
     Other Expenses                             .05%             .35%             .10%             .25%             .05%
- -------------------------------------------------------------------------------------------------------------------------------
       Total EQAT Annual Expenses (9)           .85%            1.75%            1.00%            1.20%             .85%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       20
<PAGE>




- -------------------
Notes:

(1) The contingent withdrawal charge is a percentage of specified contributions.
    See  "Contingent  Withdrawal  Charge" in Part 7.  Important  exceptions  and
    limitations may eliminate or reduce the contingent withdrawal charge.

(2) The Annual  Administrative  Charge is the lesser of $30 or 2% of the Annuity
    Account Value  (adjusted to include any  withdrawals  made during that year)
    during  the  first  two  Contract  Years;  and $30 for  each  Contract  Year
    thereafter.  See  "Annual  Administrative  Charge" in Part 7. We reserve the
    right  to  increase  this  fee in the  future  if our  administrative  costs
    increase,  but such fee may not exceed an annual maximum of $65,  subject to
    applicable law.

(3) There is a Third Party  Transfer or Exchange Fee of $25 per  occurrence.  We
    reserve the right to increase  this fee in the future,  but such fee may not
    exceed a maximum of $65 per occurrence, subject to applicable law.

(4) The  current  charge  is .24%  against  the  assets of all EQAT  Funds,  the
    Alliance Intermediate Government Securities, Alliance Quality Bond, Alliance
    High  Yield,  Alliance  Growth & Income,  Alliance  Equity  Index,  Alliance
    Global,  Alliance   International,   Alliance  Small  Cap  Growth,  Alliance
    Conservative  Investors and Alliance Growth Investors Funds for expenses. We
    reserve  the  right  to  increase  the  charge  back to the  maximum  at our
    discretion.

(5) The  amounts  shown  in the  table  under  "Total  Separate  Account  Annual
    Expenses"  are not  permitted  to exceed a total annual rate of 1.35% of the
    value of the assets held in the Investment Funds.  Separate Account expenses
    are shown as a percentage  of each  Investment  Fund's  average  value.  See
    "Limitation on Charges" in Part 7.

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

    The tables above  reflecting  HRT's expenses are based on average  portfolio
    net assets for the year ended  December  31, 1997 and have 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,  1997 and (ii)
    estimated accounting expenses for the year ending December 31, 1997.

(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 HRT. The maximum investment advisory fees, however,  cannot be increased
    without a vote of that Portfolio's shareholders.  The other direct operating
    expenses will also fluctuate from year to year depending on actual expenses.
    The HRT's  expenses are shown as a percentage  of each  Portfolio's  average
    portfolio net assets. See "Charges to Portfolios" in Part 7.

(8) The Class IB shares of EQAT are subject to fees imposed  under  distribution
    plans  (herein,  the "Rule 12b-1  Plans" ) adopted by EQAT  pursuant to Rule
    12b-1 under the Investment  Company Act of 1940, as amended.  The Rule 12b-1
    Plans provide that EQAT, on behalf of each Portfolio, may charge annually up
    to 0.25% of the average daily net assets of a Portfolio  attributable to its
    Class IB shares in respect of activities primarily intended to result in the
    sale of the Class IB  shares.  The 12b-1 fee will not be  increased  for the
    life of the Contracts.

(9) All EQAT  Portfolios  commenced  operations on May 1, 1997 except the Morgan
    Stanley Emerging  Markets Equity  Portfolio,  which commenced  operations on
    August 20, 1997. 

    The maximum investment  management and advisory fees for each EQAT Portfolio
    cannot be increased  without a vote of that  Portfolio's  shareholders.  The
    amounts shown as "Other Expenses" will fluctuate from year to year depending
    on  actual  expenses;   however,   EQ  Financial   Consultants,   Inc.  ("EQ
    Financial"),   EQAT's  manager,  has  entered  into  an  expense  limitation
    agreement with respect to each Portfolio ("Expense  Limitation  Agreement"),
    pursuant  to which EQ  Financial  has  agreed to waive or limit its fees and
    assume other expenses. Under the Expense Limitation Agreement,  total annual
    operating expenses of each Portfolio (other than interest,  taxes, brokerage
    commissions,  capitalized  expenditures,  extraordinary  expenses  and 12b-1
    fees) are  limited  for the  respective  average  daily  net  assets of each
    Portfolio  as follows:  0.60% for Merrill  Lynch  Basic  Value  Equity,  MFS
    Research, MFS Emerging Growth Companies, EQ/Putnam Growth & Income Value and
    T. Rowe Price Equity Income; 0.65% for EQ/Putnam Balanced; 0.75% for Warburg
    Pincus Small Company  Value;  0.95% for Merrill Lynch World  Strategy and T.
    Rowe  Price  International  Stock;  and 1.50% for  Morgan  Stanley  Emerging
    Markets Equity.

    Absent the expense  limitation,  "Other  Expenses" for 1997 on an annualized
    basis  for each of the  Portfolios  would  have been as  follows:  0.80% for
    Warburg Pincus Small Company  Value;  0.94% for T. Rowe Price Equity Income;
    0.95% for EQ/Putnam Growth & Income Value; 0.98% for MFS Research; 1.02% for
    MFS Emerging Growth  Companies;  1.09% for Merrill Lynch Basic Value Equity;
    1.21% for Morgan Stanley  Emerging  Markets Equity;  1.56% for T. Rowe Price
    International  Stock;  1.75% for EQ/Putnam  Balanced;  and 2.10% for Merrill
    Lynch World Strategy.

    Each Portfolio may at a later date make a reimbursement  to EQ Financial for
    any of the management fees waived or limited and other expenses  assumed and
    paid by EQ Financial pursuant to the Expense Limitation  Agreement provided,
    that among other  things,  such  Portfolio  has reached  sufficient  size to
    permit  such  reimbursement  to be made and  provided  that the  Portfolio's
    current annual operating  expenses do not exceed the operating expense limit
    determined for such Portfolio. See the EQAT prospectus for more information.


                                       21
<PAGE>


EXAMPLES: EQUI-VEST SERIES 300 AND 400

For each type of Series 300 and 400 Contract, the examples which follow show the
expenses  that a  hypothetical  Contract  Owner would pay in the  surrender  and
nonsurrender situations noted below, assuming a single contribution of $1,000 on
the Contract Date invested in one of the  Investment  Funds listed,  a 5% annual
return on  assets  and no waiver of the  contingent  withdrawal  charge.(1)  For
purposes  of these  examples,  the annual  administrative  charge is computed by
reference to the actual aggregate annual administrative  charges as a percentage
of the total assets held under all EQUI-VEST Contracts.

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.  Similarly,  the annual rate of return  assumed in the
examples is not an estimate or guarantee of future investment performance.

IF YOU  SURRENDER  YOUR  CONTRACT AT THE END OF EACH PERIOD  SHOWN,  THE EXPENSE
WOULD BE:
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------
                                                   1 YEAR     3 YEARS    5 YEARS     10 YEARS
                                                ---------------------------------------------------
<S>                                                 <C>       <C>        <C>         <C>   
Alliance Money Market                               $74.64    $117.87    $160.90     $218.46
Alliance Intermediate Government Securities          76.23     122.67     169.46      235.96
Alliance Quality Bond                                76.43     123.26     170.53      238.13
Alliance High Yield                                  77.02     125.06     173.72      244.61
Alliance Growth & Income                             76.53     123.56     171.06      239.21
Alliance Equity Index                                74.24     116.66     158.75      214.03
Alliance Common Stock                                74.74     118.17     161.44      219.56
Alliance Global                                      77.92     127.75     178.50      254.26
Alliance International                               81.39     138.15     196.89      290.94
Alliance Aggressive Stock                            76.43     123.26     170.53      238.13
Alliance Small Cap Growth                            80.10     134.30         --          --
Alliance Conservative Investors                      76.13     122.37     168.93      234.88
Alliance Balanced                                    75.44     120.27     165.19      227.24
Alliance Growth Investors                            76.33     122.96     170.00      237.05
T. Rowe Price International Stock Portfolio          82.58     141.70         --          --
T. Rowe Price Equity Income Portfolio                79.11     131.32         --          --
EQ/Putnam Growth & Income Value Portfolio            79.11     131.32         --          --
EQ/Putnam Balanced Portfolio                         79.60     132.81         --          --
MFS Research Portfolio                               79.11     131.32         --          --
MFS Emerging Growth Companies Portfolio              79.11     131.32         --          --
Morgan Stanley Emerging Markets Equity Portfolio     88.04     157.86         --          --
Warburg Pincus Small Company Value Portfolio         80.60     135.78         --          --
Merrill Lynch World Strategy Portfolio               82.58     141.70         --          --
Merrill Lynch Basic Value Equity Portfolio           79.11     131.32         --          --

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

IF YOU DO NOT  SURRENDER  YOUR  CONTRACT  AT THE END OF EACH PERIOD  SHOWN,  THE
EXPENSE WOULD BE:

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------
                                                   1 YEAR     3 YEARS    5 YEARS     10 YEARS
                                                ---------------------------------------------------
<S>                                                 <C>       <C>        <C>         <C>   
Alliance Money Market                               $18.97    $ 58.68    $100.90     $218.46
Alliance Intermediate Government Securities          20.64      63.77     109.46      235.96
Alliance Quality Bond                                20.85      64.40     110.53      238.13
Alliance High Yield                                  21.48      66.31     113.72      244.61
Alliance Growth & Income                             20.96      64.72     111.06      239.21
Alliance Equity Index                                18.55      57.41      98.75      214.03
Alliance Common Stock                                19.07      59.00     101.44      219.56
Alliance Global                                      22.43      69.16     118.50      254.26
Alliance International                               26.10      80.19     136.89      290.94
Alliance Aggressive Stock                            20.85      64.40     110.53      238.13
Alliance Small Cap Growth                            24.74      76.10         --          --
Alliance Conservative Investors                      20.54      63.45     108.93      234.88
Alliance Balanced                                    19.80      61.23     105.19      227.24
Alliance Growth Investors                            20.75      64.09     110.00      237.05
T. Rowe Price International Stock Portfolio          27.36      83.95         --          --
T. Rowe Price Equity Income Portfolio                23.69      72.95         --          --
EQ/Putnam Growth & Income Value Portfolio            23.69      72.95         --          --
EQ/Putnam Balanced Portfolio                         24.21      74.52         --          --
MFS Research Portfolio                               23.69      72.95         --          --
MFS Emerging Growth Companies Portfolio              23.69      72.95         --          --
Morgan Stanley Emerging Markets Equity Portfolio     33.13     101.08         --          --
Warburg Pincus Small Company Value Portfolio         25.26      77.67         --          --
Merrill Lynch World Strategy Portfolio               27.36      83.95         --          --
Merrill Lynch Basic Value Equity Portfolio           23.69      72.95         --          --
</TABLE>

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

(1) The  amount  accumulated  could not be paid in the form of an annuity at the
    end of any of the periods  shown in the examples.  If the amount  applied to
    purchase an annuity is less than $2,000,  or the initial  annuity payment is
    less than $20, we may pay the amount to the payee in a single sum instead of
    as payments under an annuity form. See "Distribution  Options" in Part 6. In
    some cases,  charges for state  premium or other taxes will be deducted from
    the amount applied, if applicable.

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


                                       22
<PAGE>

Accumulation Unit Values

The following tables show the Accumulation  Unit Values, as of the last Business
Day for the periods  shown,  commencing  with the initial  offering of each Fund
under the Contracts indicated below.

EQUI-VEST: SERIES 300 AND 400

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                LAST BUSINESS DAY OF
                                                  -------------------------------------------------------------------------------
                                                                             DECEMBER                                  MARCH
                                                  ----------------------------------------------------------------  -------------
                                                       1994            1995            1996             1997            1998
                                                  -------------------------------------------------------------------------------
<S>                                                   <C>            <C>             <C>              <C>             <C>   
Alliance Money Market                                 $102.61        $107.04         $111.21          $115.66         $116.78
Alliance Intermediate Government Securities             98.19         109.80          112.40           118.98          120.46
Alliance Quality Bond                                   93.87         108.38          112.65           121.30          122.92
Alliance High Yield                                     95.88         113.44          137.53           160.74          168.88
Alliance Growth & Income                                98.96         121.02          143.37           179.30          199.90
Alliance Equity Index                                  100.95         135.94          164.12           214.66          243.54
Alliance Common Stock                                   97.03         126.78          155.42           198.12          224.23
Alliance Global                                        104.12         122.06          138.00           151.87          173.58
Alliance International                                     --         104.15          112.83           107.92          123.10
Alliance Aggressive Stock                               95.45         123.95          149.41           163.33          185.74
Alliance Small Cap Growth                                  --             --              --           125.55          142.82
Alliance Conservative Investors                         95.10         112.97          117.25           130.98          137.66
Alliance Balanced                                       91.64         108.26          119.26           135.29          145.93
Alliance Growth Investors                               96.31         120.08          133.40           153.69          167.83
T. Rowe Price International Stock Portfolio                --             --              --            97.61          109.56
T. Rowe Price Equity Income Portfolio                      --             --              --           121.04          131.52
EQ/Putnam Growth & Income Value Portfolio                  --             --              --           115.17          127.24
EQ/Putnam Balanced Portfolio                               --             --              --           113.46          121.90
MFS Research Portfolio                                     --             --              --           115.01          133.18
MFS Emerging Growth Companies Portfolio                    --             --              --           121.34          145.66
Morgan Stanley Emerging Markets Equity
   Portfolio                                               --             --              --            79.41           82.66
Warburg Pincus Small Company Value Portfolio               --             --              --           118.06          126.52
Merrill Lynch World Strategy Portfolio                     --             --              --           103.77          111.74
Merrill Lynch Basic Value Equity Portfolio                 --             --              --           115.97          133.54
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       23
<PAGE>

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

               PART 2: SEPARATE ACCOUNT A 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 many Investment  Funds, each of which invests in Class IA or Class IB shares
of a  corresponding  Portfolio  of  either  HRT or EQAT,  respectively.  You may
allocate some or all contributions among the Investment Funds.

The assets of the Separate Account are our property. 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  Contracts  will not 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.  This means that  assets
supporting  Annuity  Account  Value in the  Separate  Account are not subject to
claims of Equitable Life's  creditors.  We are the issuer of the Contracts,  and
the  obligations  set forth in the Contracts  (other than those of Annuitants or
Contract Owners) are our obligations.

In addition to  contributions  made under your Contract,  we may allocate to the
Separate Account monies received under other annuity contracts,  certificates or
agreements.  Owners  of all such  contracts,  certificates  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  Contracts  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 Contract Owners,  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,  (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 to which the Contracts  belong 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 or any  Investment  Fund 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 HRT and EQAT,  (7) to  discontinue  the
sale of  Contracts,  (8) to terminate  any  employer or plan  trustee  agreement
pursuant  to its terms and (9) to  restrict or  eliminate  any voting  rights of
Contract  Owners 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
investments of an Investment Fund, Contract Owners will be notified. We may make
other  changes  in the  Contracts  that do not reduce  any Cash  Value,  annuity
benefit, Annuity Account Value, or other accrued rights or benefits.

TRUSTS

The Hudson  River Trust (HRT) and the EQ Advisors  Trust  (EQAT)  consist of the
investment  Portfolios listed below. The Funds of the Separate Account invest in
these Portfolios according to your contribution allocations and transfers.


                                       24
<PAGE>

<TABLE>
<CAPTION>

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

The Trusts are open-end,  management  investment  companies registered under the
1940 Act, more commonly  called mutual funds. As a "series" type of mutual fund,
each Trust issues several  different series of stock, each of which relates to a
different Portfolio of that Trust. HRT commenced operations in January 1976 with
a predecessor of its Alliance Common Stock Portfolio.  EQAT commenced operations
on May 1, 1997. The Trusts do not impose sales charges or "loads" for buying and
selling their shares.  All  dividends and other  distributions  on a Portfolio's
shares are  reinvested in full and  fractional  shares of the Portfolio to which
they  relate.  Each  Fund  invests  in  either  Class IA or Class IB shares of a
corresponding  Portfolio.  HRT Portfolios  sell Class IA shares to the Funds and
EQAT Portfolios sell Class IB shares to the Funds.  (Class IA shares of the EQAT
Portfolios are not offered at this time.)

HRT and EQAT sell shares to Equitable Life separate  accounts in connection with
Equitable  Life's variable life insurance and annuity  products.  HRT also sells
its shares to separate  accounts of  insurance  companies  not  affiliated  with
Equitable  Life.  We  currently  do  not  foresee  any   disadvantages   to  our
policy/contract  owners  arising out of this.  However,  HRT'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 HRT's  response to any of those events
insufficiently  protects  our  policy/contract  owners,  we will  see to it that
appropriate  action is taken to do so. Also,  if we ever believe that any of the
Trusts'   Portfolios  is  so  large  as  to  materially  impair  the  investment
performance  of the  Portfolio  or the Trust  involved,  we will  examine  other
investment options.

All of the  Portfolios,  except for the Morgan Stanley  Emerging  Markets Equity
Portfolio and Merrill Lynch World Strategy  Portfolio,  are diversified for 1940
Act  purposes.  More detailed  information  about the Trusts,  their  investment
objectives, policies, restrictions, risks, expenses, multiple class distribution
systems,  the Rule 12b-1  distribution  plan relating to Class IB shares and all
other  aspects of their  operations,  appears in the HRT  prospectus  (beginning
after  this   prospectus),   the  EQAT  prospectus   (beginning  after  the  HRT
prospectus), or in their respective Statements of Additional Information,  which
are available upon request.

HRT'S MANAGER AND INVESTMENT ADVISER

HRT is managed and its  Portfolios  are advised by Alliance  Capital  Management
L.P.  ("Alliance"),  which is registered  with the SEC as an investment  adviser
under the Investment Advisers Act of 1940.

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

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


                                       25
<PAGE>

ALLIANCE CAPITAL MANAGEMENT L.P.

Alliance,  a  leading  international  investment  adviser,  provides  investment
management and consulting services to mutual funds,  endowment funds,  insurance
companies,  foreign entities,  qualified and non-tax qualified  corporate funds,
public and private pension and profit-sharing plans,  foundations and tax-exempt
organizations.

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

Alliance is an indirect,  majority-owned  subsidiary of Equitable  Life, and its
main office is located at 1345 Avenue of the Americas, New York, New York 10105.
Additional information regarding Alliance is located in the HRT prospectus (page
numbers are preceded by "HRT") which directly follows this prospectus.

EQAT'S MANAGER

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

EQF is responsible for providing management and administrative  services to EQAT
and selects the  investment  advisers for EQAT's  Portfolios,  monitors the EQAT
Advisers' investment programs and results,  reviews brokerage matters,  oversees
compliance by EQAT with various Federal and state statutes,  and carries out the
directives  of its Board of  Trustees.  EQ  Financial  Consultants,  Inc.'s main
office is located at 1290 Avenue of the Americas, New York, New York 10104.

Pursuant to a service agreement, Chase Global Funds Services Company assists EQF
in the  performance of its  administrative  responsibilities  to EQAT with other
necessary administrative, fund accounting and compliance services.

EQAT'S INVESTMENT ADVISERS

Rowe Price-Fleming  International,  Inc.; T. Rowe Price Associates, Inc.; Putnam
Investment Management,  Inc.;  Massachusetts  Financial Services Company; Morgan
Stanley Asset  Management  Inc.;  Warburg  Pincus Asset  Management,  Inc.;  and
Merrill  Lynch Asset  Management,  L.P.  serve as EQAT  Advisers  only for their
respective EQAT Portfolios.

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

The assets of each Portfolio are allocated currently among the EQAT Advisers. If
an EQAT  Portfolio  shall at any time  have  more  than  one EQAT  Adviser,  the
allocation of an EQAT  Portfolio's  assets among EQAT Advisers may be changed at
any time by EQF.

MASSACHUSETTS FINANCIAL SERVICES COMPANY

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

MERRILL LYNCH ASSET MANAGEMENT, L.P

Founded in 1976,  Merrill  Lynch Asset  Management,  L.P.  (MLAM) is a dedicated
asset management  affiliate of Merrill Lynch & Co., Inc., a financial management
and advisory company with more than a century of experience.  As of December 31,
1997, MLAM along with its advisory affiliates held approximately $278 billion in
investment  company and other portfolio  assets under  management.  MLAM advises
Merrill  Lynch Basic Value  Equity,  a domestic  equity  portfolio  with a value
approach to investing, and Merrill Lynch World Strategy, a global flexible asset
allocation  portfolio  that  invests in  equities  and fixed  income  securities
worldwide.  The company is located at 800  Scudders  Mill Road,  Plainsboro,  NJ
08543.

MORGAN STANLEY ASSET MANAGEMENT INC.

Morgan Stanley Asset  Management Inc. (MSAM) provides a broad range of portfolio
management  services to customers in the United  States and abroad and serves as
an investment adviser to numerous open-end and closed-end  investment companies.
MSAM,  together  with  its  affiliated   institutional   investment   management
companies,  had  approximately  $146  billion  in assets  under  management  and
fiduciary care as of December 31, 1997.  MSAM advises  Morgan  


                                       26
<PAGE>

Stanley Emerging Markets Equity, an international  equity  portfolio.  MSAM is a
subsidiary of Morgan Stanley, Dean Witter & Co. and is located at 1221 Avenue of
the Americas, New York, New York 10020.

PUTNAM INVESTMENT MANAGEMENT, INC.

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

T. ROWE PRICE ASSOCIATES, INC. AND ROWE PRICE-FLEMING INTERNATIONAL, INC.

Founded  in  1937,  T.  Rowe  Price  provides  investment   management  to  both
individuals and institutions.  With its affiliates, assets under management were
over $126 billion as of December 31, 1997.  T. Rowe Price  advises T. Rowe Price
Equity Income, a domestic equity  portfolio.  The company is located at 100 East
Pratt Street, Baltimore, MD 21202.

Rowe Price-Fleming International, Inc., ("PRICE-FLEMING") was founded as a joint
venture between T. Rowe Price and Robert Fleming  Holdings,  Ltd., a diversified
British investment organization.  Price-Fleming's  predominately non-U.S. assets
under management were the equivalent of approximately $30 billion as of December
31,  1997.   Price-Fleming   advises  T.  Rowe  Price  International  Stock,  an
international  equity  portfolio  and is  located  at  100  East  Pratt  Street,
Baltimore, MD 21202.

WARBURG PINCUS ASSET MANAGEMENT, INC.

Warburg  Pincus  Asset  Management,  Inc.  (WPAM) is a  professional  investment
advisory firm which provides services to investment companies,  employee benefit
plans,  endowment  funds,  foundations and other  institutions  and individuals.
Assets under  management  were  approximately  $19.7  billion as of December 31,
1997.  WPAM is  indirectly  controlled  by  Warburg,  Pincus  & Co.,  a New York
partnership,  which serves as a holding company of WPAM.  Warburg Pincus advises
Warburg Pincus Small Company Value, an aggressive equity portfolio.  The company
is located at 466 Lexington Avenue, New York, NY 10017.

Additional  information  regarding each of the companies  which serve as an EQAT
Adviser  appears in the EQAT  prospectus  (page numbers are preceded by "EQAT"),
attached at the end of this prospectus.


                                       27
<PAGE>




INVESTMENT POLICIES AND OBJECTIVES OF THE TRUSTS' PORTFOLIOS

Each Portfolio has a different investment objective which it tries to achieve by
following  separate  investment  policies.  The  objectives and policies of each
Portfolio will affect its expected  return and its risks.  There is no guarantee
that these objectives will be achieved.

Contributions  allocated to these  Portfolios will  fluctuate,  and may be worth
more or less than its original  value when you  surrender  your Contract or make
withdrawals. The policies and objectives of the Portfolios are as follows:

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
       PORTFOLIO           TRUST                     INVESTMENT POLICY                                OBJECTIVE
- -------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>                                                 <C>
Alliance Money Market       HRT       Primarily high-quality short-term money market      High level of current income
                                      instruments.                                        while preserving assets and
                                                                                          maintaining liquidity
- -------------------------------------------------------------------------------------------------------------------------------
Alliance                    HRT       Primarily debt securities issued or guaranteed      High current income consistent
   Intermediate                       by the U.S. Government, its agencies and            with relative stability of
   Government                         instrumentalities. Each investment will have a      principal
   Securities                         final maturity of not more than 10 years or a
                                      duration not exceeding that of a 10-year
                                      Treasury note.
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Quality Bond       HRT       Primarily investment grade fixed-income             High current income consistent
                                      securities.                                         with preservation of capital
- -------------------------------------------------------------------------------------------------------------------------------
Alliance High Yield         HRT       Primarily a diversified mix of high-yield,          High return by maximizing current
                                      fixed-income securities involving greater           income and, to the extent
                                      volatility of price and risk of principal and       consistent with that objective,
                                      income than high-quality fixed-income               capital appreciation
                                      securities. The medium- and lower-quality debt
                                      securities in which the Portfolio may invest
                                      are known as "junk bonds."
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Growth & Income    HRT       Primarily income producing common stocks and        High total return through a
                                      securities convertible into common stocks.          combination of current income and
                                                                                          capital appreciation
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Equity Index       HRT       Selected securities in the S&P 500 Index (the       Total return performance (before
                                      "Index") which the adviser believes will, in        trust expenses and Separate
                                      the aggregate, approximate the performance          Account annual expenses) that
                                      results of the Index.                               approximates the investment
                                                                                          performance of the Index
                                                                                          (including reinvestment of
                                                                                          dividends) at risk level
                                                                                          consistent with that of the Index
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock       HRT       Primarily common stock and other equity-type        Long-term growth of capital and
                                      instruments.                                        increasing income
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Global             HRT       Primarily equity  securities of non-United          Long-term  growth  of  capital
                                      States as well as United States companies.
- -------------------------------------------------------------------------------------------------------------------------------
Alliance                    HRT       Primarily equity securities selected                Long-term growth of capital
   International                      principally to permit participation in
                                      non-United States companies with prospects for
                                      growth.
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Aggressive         HRT       Primarily common stocks and other equity-type       Long-term growth of capital
   Stock                              securities issued by medium- and other
                                      smaller-sized companies with strong growth
                                      potential.
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap          HRT       Primarily common stocks and other equity-type       Long-term growth of capital
   Growth                             securities issued by smaller-sized companies
                                      with strong growth potential.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       28
<PAGE>


<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
       PORTFOLIO           TRUST                     INVESTMENT POLICY                                OBJECTIVE
- -------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>                                                 <C>
Alliance                    HRT       Diversified mix of publicly traded,                 High total return without, in the
   Conservative                       fixed-income and equity securities; asset mix       adviser's opinion, undue risk to
   Investors                          and security selection are primarily based upon     principal
                                      factors   expected  to  reduce  risk.  The
                                      Portfolio  is  generally  expected to hold
                                      approximately   70%  of  its   assets   in
                                      fixed-income  securities and 30% in equity
                                      securities.
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Balanced           HRT       Primarily common stocks, publicly traded debt       High return through a combination
                                      securities and high-quality money market            of current income and capital
                                      instruments.  The Portfolio is generally            appreciation
                                      expected to hold 50% of its assets in equity
                                      securities and 50% in fixed-income securities.
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Growth             HRT       Diversified mix of publicly traded,                 High total return consistent with
   Investors                          fixed-income and equity securities; asset mix       the adviser's determination of
                                      and security selection based upon factors           reasonable risk
                                      expected to increase  possibility  of high
                                      long-term   return.   The   Portfolio   is
                                      generally  expected to hold  approximately
                                      70% of its assets in equity securities and
                                      30% in fixed-income securities.
- -------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price               EQAT      Primarily common stocks of established              Long-term growth of capital
   International Stock                non-United States companies.
- -------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Equity        EQAT      Primarily dividend paying common stocks of          Substantial dividend income and
   Income                             established companies.                              also capital appreciation
- -------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth &          EQAT      Primarily common stocks that offer potential        Capital growth and, secondarily,
   Income Value                       for capital growth and may, consistent with the     current income
   Portfolio                          Portfolio's investment objective, invest in
                                      common stocks that offer potential for current
                                      income.
- -------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Balanced          EQAT      A well-diversified portfolio of stocks and          Balanced investment
                                      bonds that will produce both capital growth and
                                      current income.
- -------------------------------------------------------------------------------------------------------------------------------
MFS Research                EQAT      A substantial portion of assets invested in         Long-term growth of capital and
                                      common stock or securities convertible into         future income
                                      common stock of companies  believed by the
                                      Adviser to  possess  better  than  average
                                      prospects for long-term growth.
- -------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth         EQAT      Primarily (i.e., at least 80% of its assets         Long-term growth of capital
   Companies                          under normal circumstances) in common stocks of
                                      emerging growth companies that the Adviser
                                      believes are early in their life cycle but
                                      which have the potential to become major
                                      enterprises.
- -------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging     EQAT      Primarily equity securities of emerging market      Long-term capital appreciation
   Markets Equity                     country issuers with a focus on those in which
                                      the Adviser  believes  the  economies  are
                                      developing   strongly  and  in  which  the
                                      markets are becoming more sophisticated.
- -------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Small        EQAT      Primarily in a portfolio of equity securities       Long-term capital appreciation
   Company Value                      of small capitalization companies (i.e.,
                                      companies having market capitalizations of
                                      $1  billion or less at the time of initial
                                      purchase) that the Adviser considers to be
                                      relatively undervalued.
- -------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch World         EQAT      Primarily equity and fixed-income securities,       High total investment return
   Strategy                           including convertible securities, of U.S. and
                                      foreign issuers.
- -------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic         EQAT      Primarily equity securities, that the Portfolio     Capital appreciation and,
   Value Equity                       Adviser believes are undervalued and therefore      secondarily, income
                                      represent basic investment value.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       29
<PAGE>



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

                         PART 3: INVESTMENT PERFORMANCE

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

INVESTMENT FUND PERFORMANCE

In order to help show how the  performance of Investment  Funds has affected the
Annuity  Account  Values,  the  following  tables  provide a historical  view of
investment performance for each of the Funds included. The performance shown has
been calculated under two methods,  as explained under "How Performance Data Are
Presented" below. The information  presented includes  performance results along
with data representing unmanaged market indices and similarly managed funds.

Except as noted below, performance data for the Investment Funds reflect (i) the
actual historical  investment  results of the corresponding  Portfolios from the
date of inception of those Portfolios or the predecessor Portfolios or accounts,
(ii) the actual  investment  advisory  fee,  Rule 12b-1 fee, if any,  and direct
operating  expenses of the relevant  Portfolios  and (iii) for all periods,  the
Separate Account asset charges assessed under the EQUI-VEST Contract.

Performance for the Alliance Money Market,  Alliance  Balanced,  Alliance Common
Stock and Alliance Aggressive Stock Funds for the period before those Funds were
operated as a unit investment  trust has been adjusted to reflect the investment
advisory fee and expense structure that became applicable to the unit investment
trust. See "The Reorganization" in the SAI for additional information.

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 under a particular Contract.

HOW PERFORMANCE DATA ARE PRESENTED

Tables 1 and 2 compare annualized rates of return for each Investment Fund along
with appropriate benchmarks.  Table 3 shows the year-by-year rates of return for
each Investment Fund. These  performance  results are based on the change in the
Accumulation Unit value for each Investment Fund for the periods shown.

Investment  results in Tables 1, 2, and 3 are net of all  charges  and  expenses
assessed  against  the  Investment  Funds  (including  fees and  expenses of the
Trusts) but exclude the annual  administrative charge and any withdrawal charges
which  would  also  reduce the actual  return.  Tables 4 and 5 show  performance
results  after giving  effect to all charges and expenses  including  the annual
administrative  charge and the contingent withdrawal charge. Since charges under
the Contracts may vary, we have assumed, for each charge, the highest that might
apply.

Certain of the Investment  Funds began  operations on a date after the inception
date of the  corresponding  Portfolio.  When we advertise the  performance of an
Investment  Fund we will separately set forth the performance of that Fund since
its inception date, to the extent required by regulatory authorities.

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 manager 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 Convertibles Index (75% S&P 500/25% Value Line Conv.).

ALLIANCE EQUITY INDEX: March 1, 1994; Standard & Poor's 500 Index (S&P 500).

ALLIANCE COMMON STOCK: August 1, 1968; Standard & Poor's 500 Index (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 MidCap Total Return (50% Russell 2000/50% S&P MidCap).


                                       30
<PAGE>

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

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

T.  ROWE  PRICE  INTERNATIONAL  STOCK:  May  1,  1997;  Morgan  Stanley  Capital
International Europe, Australia, Far East Index (MSCI EAFE).

T. ROWE PRICE EQUITY INCOME: May 1, 1997; Standard & Poor's 500 Index (S&P 500).

EQ/PUTNAM GROWTH & INCOME VALUE:  May 1, 1997;  Standard & Poor's 500 Index (S&P
500).

EQ/PUTNAM BALANCED:  May 1, 1997; 60% Standard & Poor's 500 Index and 40% Lehman
Government/Corporate Bond Index (60% S&P500/40% Lehman Corp.)

MFS RESEARCH: May 1, 1997; Standard & Poor's 500 Index (S&P 500).

MFS EMERGING GROWTH COMPANIES: May 1, 1997; Russell 2000 Index (Russell 2000).

MORGAN STANLEY EMERGING MARKETS EQUITY:  August 20, 1997; Morgan Stanley Capital
International  Emerging Markets Free Price Return Index (MSCI Emerging Markets).

WARBURG  PINCUS SMALL COMPANY  VALUE:  May 1, 1997;  Russell 2000 Index (Russell
2000).

MERRILL LYNCH WORLD STRATEGY: May 1, 1997; 36% S&P 500/24% MSCI EAFE/21% Salomon
Brothers US Treasury Bond 1 Year+/14%  Salomon Brothers World Government Bond Ex
US/5% 3-Month U.S. T-bill-(Market Composite).

MERRILL LYNCH BASIC VALUE EQUITY: May 1, 1997;  Standard & Poor's 500 Index (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 and asset-based  charges  applicable  under
variable insurance policies or variable annuity contracts. Lipper data provide a
more accurate picture than market indices of EQUI-VEST  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.


                                       31
<PAGE>

<TABLE>
<CAPTION>
                                    TABLE 1:
         ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1997:
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       PORTFOLIO
                                                                                                             SINCE     INCEPTION
                                                  1 YEAR     3 YEARS     5 YEARS    10 YEARS    20 YEARS   INCEPTION     DATE
                                               -----------------------------------------------------------------------------------
<S>                                              <C>         <C>         <C>         <C>        <C>         <C>         <C>
FIXED-INCOME SERIES:
Domestic Fixed Income
ALLIANCE MONEY MARKET                             3.98%       4.07%       3.28%       4.37%        --        5.42%      5/11/82
   Lipper Money Market                            3.95        4.05        3.29        4.41         --        5.77
   3-Month T-Bill                                 5.23        5.41        4.71        5.61         --        6.49
ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES       5.85        6.61        4.52          --         --        5.56       4/1/91
   Lipper U.S. Government                         7.60        8.03        5.65          --         --        6.95
   Lehman Intermediate Government                 7.72        8.65        6.39          --         --        7.47
ALLIANCE QUALITY BOND                             7.68        8.92          --          --         --        4.38       10/1/93
   Lipper Corporate Bond A-Rated                  8.04        8.77          --          --         --        4.60
   Lehman Aggregate                               9.65       10.42          --          --         --        6.51
Aggressive Fixed Income
ALLIANCE HIGH YIELD                              16.88       18.79       14.33       11.28         --       10.53       1/2/87
   Lipper High Yield                             12.87       14.23       10.68       10.33         --        9.46
   Master High Yield                             12.83       14.54       11.72       12.09         --       11.39

EQUITY SERIES:
Domestic Equity
T. ROWE PRICE EQUITY INCOME                         --          --          --          --         --       21.04+      5/1/97
   Lipper Equity Income                             --          --          --          --         --       20.91+
   S&P 500                                          --          --          --          --         --       22.55+
EQ/PUTNAM
GROWTH & INCOME VALUE                               --          --          --          --         --       15.17+      5/1/97
   Lipper Growth & Income                           --          --          --          --         --       20.28+
   S&P 500                                          --          --          --          --         --       22.55+
ALLIANCE GROWTH & INCOME                         25.06       21.95          --          --         --       14.36       10/1/93
   Lipper Growth                                 25.47       25.18          --          --         --       17.47
   25% Value Line Conv./75% S&P 500              29.54       28.62          --          --         --       20.14
ALLIANCE EQUITY INDEX                            30.79       28.59          --          --         --       21.72       3/1/94
   Lipper S&P 500 Index Funds                    31.06       29.07          --          --         --       21.96
   S&P 500                                       33.36       31.15          --          --         --       23.84
MERRILL LYNCH
BASIC VALUE EQUITY                                  --          --          --          --         --       15.97+      5/1/97
   Lipper Growth & Income                           --          --          --          --         --       20.28+
   S&P 500                                          --          --          --          --         --       22.55+
ALLIANCE COMMON STOCK                            27.45       26.84       19.38       16.45      16.17       11.58       8/1/68
   Lipper Growth                                 24.35       24.72       16.01       15.40      15.20         N/A
   S&P 500                                       33.36       31.15       20.27       18.05      16.66       12.25
MFS RESEARCH                                        --          --          --          --         --       15.01+      5/1/97
   Lipper Growth                                    --          --          --          --         --       21.89+
   S&P 500                                          --          --          --          --         --       22.55+
International Equity
ALLIANCE GLOBAL                                  10.05       13.41       14.57       12.20         --       10.19       8/27/87
   Lipper  Global                                12.99       14.18       13.94        7.21         --        3.84
   MSCI World                                    15.76       16.62       15.34       10.57         --        8.22
ALLIANCE INTERNATIONAL                           -4.35          --          --          --         --        4.74       4/3/95
   Lipper International                           5.47          --          --          --         --       11.42
   MSCI EAFE                                      1.78          --          --          --         --        6.15
T. ROWE PRICE
INTERNATIONAL STOCK                                 --          --          --          --         --       -2.39+      5/1/97
   Lipper International                             --          --          --          --         --        3.41+
   MSCI EAFE                                        --          --          --          --         --        2.85+
MORGAN STANLEY EMERGING MARKETS EQUITY              --          --          --          --         --      -20.59*      8/20/97
   Lipper Emerging Markets                          --          --          --          --         --         N/A
   MSCI Emerging Markets                            --          --          --          --         --      -21.43*
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 This table continues on next page
+ Return for this Fund is unannualized and represents 8 months of performance.
* Return for this Fund is unannualized and represents 5 months of performance.
</TABLE>

                                       32
<PAGE>

<TABLE>
<CAPTION>
                                    TABLE 1:
                     ANNUALIZED RATES OF RETURN (CONTINUED):
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     PORTFOLIO
                                                                                                           SINCE     INCEPTION
                                                1 YEAR     3 YEARS     5 YEARS    10 YEARS    20 YEARS   INCEPTION     DATE
                                             -----------------------------------------------------------------------------------
<S>                                            <C>         <C>         <C>        <C>            <C>      <C>         <C>
EQUITY SERIES (CONTINUED):                   
Aggressive Equity
ALLIANCE AGGRESSIVE STOCK                       9.31%      19.61%      13.34%     17.37%         --       17.40%      5/1/84
   Lipper Mid-Cap Growth                       12.11       15.54        9.27      14.32          --       15.87
   50% Russell 2000/50% S&P Mid-Cap            27.31       24.88       17.11      17.74          --       16.11
WARBURG PINCUS
SMALL COMPANY VALUE                               --          --          --          --         --       18.06+      5/1/97
   Lipper Small-Cap                               --          --          --          --         --       26.66+
   Russell 2000 Growth                            --          --          --          --         --       28.68+
ALLIANCE SMALL CAP GROWTH                         --          --          --          --         --       25.55+      5/1/97
   Lipper Small-Cap                               --          --          --          --         --       26.66+
   Russell 2000 Growth                            --          --          --          --         --       27.66+
MFS EMERGING GROWTH                               
COMPANIES                                         --          --          --          --         --       21.34+      5/1/97  
   Lipper Mid-Cap                                 --          --          --          --         --       20.88+              
   Russell 2000                                   --          --          --          --         --       28.68+              
                                               
ASSET ALLOCATION SERIES:                       
ALLIANCE CONSERVATIVE INVESTORS                11.71       11.26        7.33          --         --        8.06       10/2/89   
   Lipper Income                               15.51       15.54       11.61          --         --       10.57                 
   70% Lehman Treas./30% S&P 500               16.71       17.18       11.87          --         --       11.39                 
EQ/PUTNAM BALANCED                                --          --          --          --         --       13.46+      5/1/97  
   Lipper Balanced                                --          --          --          --         --       14.79+                
   40% Lehman Gov't./Corp./60% S&P 500            --          --          --          --         --       17.17+                
ALLIANCE BALANCED                              13.44       13.87        8.22       10.73         --       10.40       5/1/84    
   Lipper Flexible Portfolio                   18.23       17.09       11.52       11.93         --       10.94                 
   50% Lehman Gov't./Corp./70% S&P 500         21.56       21.68       14.63       21.19         --       14.84                 
ALLIANCE GROWTH INVESTORS                      15.21       16.86       11.64          --         --       14.17       10/2/89 
   Lipper Flexible Portfolio                   18.23       17.09       11.52          --         --       11.10                 
   30% Lehman Gov't./Corp./70% S&P 500         26.28       25.64       17.02          --         --       14.48                 
MERRILL LYNCH WORLD STRATEGY                      --          --          --          --         --        3.77+      5/1/97 
   Lipper Global Flexible Portfolio               --          --          --          --         --        8.52+                
   Market Composite                               --          --          --          --         --       10.81+                
- --------------------------------------------------------------------------------------------------------------------------------
+ Return for this Fund is unannualized and represents 8 months of performance.
* Return for this Fund is unannualized and represents 5 months of performance.
</TABLE>

                                       33
<PAGE>

<TABLE>
<CAPTION>
                                    TABLE 2:
         CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1997:
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                          PORTFOLIO
                                                                                                                SINCE     INCEPTION
                                                     1 YEAR     3 YEARS     5 YEARS    10 YEARS    20 YEARS   INCEPTION     DATE
                                                  ----------------------------------------------------------------------------------
<S>                                                 <C>        <C>         <C>           <C>       <C>        <C>         <C> 
FIXED-INCOME SERIES:
Domestic Fixed Income                                
ALLIANCE MONEY MARKET                                3.98%      12.72%      17.50%        53.33%        --      128.35%    5/11/82 
   Lipper Money Market                               3.95       12.64       17.61         54.00         --      151.25             
   3-Month T-Bill                                    5.23       17.13       25.87         72.64         --      199.34             
ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES          5.85       21.17       24.71           --          --       44.12     4/1/91
   Lipper U.S. Government                            7.60       26.12       31.70           --          --       57.40
   Lehman Intermediate Government                    7.72       28.25       36.31           --          --       62.74
ALLIANCE QUALITY BOND                                7.68       29.23         --            --          --       19.98    10/1/93
   Lipper Corporate Bond A-Rated                     8.04       28.70       34.61        108.58         --       21.09
   Lehman Aggregate                                  9.65       34.63         --            --          --       30.78
Aggressive Fixed Income
ALLIANCE HIGH YIELD                                 16.88       67.64       95.34        191.09         --      200.61    1/2/87
   Lipper High Yield                                12.87       49.17       66.26        169.15         --      173.12
   Master High Yield                                12.83       50.26       74.04        213.08         --      227.68

EQUITY SERIES:                                      
Domestic Equity                                     
T. ROWE PRICE EQUITY INCOME                           --         --           --           --           --       21.04     5/1/97 
   Lipper Equity Income                               --         --           --           --           --       20.91            
   S&P 500                                            --         --           --           --           --       22.55            
EQ/PUTNAM                                                                                                                         
GROWTH & INCOME VALUE                                 --         --           --           --           --       15.17     5/1/97 
   Lipper Growth & Income                             --         --           --           --           --       28.28            
   S&P 500                                            --         --           --           --           --       22.55            
ALLIANCE GROWTH & INCOME                            25.06      81.36          --           --           --       76.86    10/1/93 
   Lipper Growth & Income                           25.47      96.46          --           --           --       98.58            
   25% Value Line Conv./75% S&P 500                 29.54     112.80          --           --           --      118.17            
ALLIANCE EQUITY INDEX                               30.79     112.64          --           --           --      112.55    3/1/94  
   Lipper S&P 500 Index Funds                       31.06     115.03          --           --           --      114.07            
   S&P 500                                          33.36     125.60          --           --           --      127.24            
MERRILL LYNCH BASIC VALUE EQUITY                      --         --           --           --           --       15.97     5/1/97 
   Lipper Growth & Income                             --         --           --           --           --       20.28            
   S&P 500                                            --         --           --           --           --       22.55            
ALLIANCE COMMON STOCK                               27.45     104.05       142.46       358.71     1,902.88   2,407.79    8/1/68  
   Lipper Growth                                    24.35      94.70       111.15       321.71     1,602.96   1,659.17            
   S&P 500                                          33.36     125.60       151.62       425.67     2,080.13   2,248.74            
MFS RESEARCH                                         --          --           --           --           --       15.01    5/1/97  
   Lipper Growth                                     --          --           --           --           --       21.89            
   S&P 500                                           --          --           --           --           --       22.55            
International Equity                                                                                                              
ALLIANCE GLOBAL                                     10.05       45.86        97.38       216.20          --      172.97    8/27/87
   Lipper  Global                                   12.99       49.53        93.26       100.58          --       47.66           
   MSCI World                                       15.76       58.59       104.13       173.03          --      126.45           
ALLIANCE INTERNATIONAL                              -4.35         --           --           --           --       13.56    4/3/95 
   Lipper International                              5.47         --           --           --           --       35.07           
   MSCI EAFE                                         1.78         --           --           --           --       17.83           
T. ROWE PRICE                                                                                                                     
INTERNATIONAL STOCK                                  --           --           --           --           --       -2.39    5/1/97 
   Lipper International                              --           --           --           --           --        3.41           
   MSCI EAFE                                         --           --           --           --           --        2.85           
MORGAN STANLEY EMERGING MARKETS EQUITY               --           --           --           --           --      -20.59*  8/20/97 
   Lipper Emerging Markets                           --           --           --           --           --        N/A      
   MSCI Emerging Market                              --           --           --           --           --      -21.43     
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   This table continues on next page
</TABLE>

                                       34


<PAGE>

<TABLE>
<CAPTION>
                                      TABLE 2: CUMULATIVE RATES OF RETURN (CONTINUED):
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                                 PORTFOLIO
                                                                                                       SINCE     INCEPTION
                                            1 YEAR     3 YEARS     5 YEARS    10 YEARS    20 YEARS   INCEPTION     DATE
EQUITY SERIES (CONTINUED):                ----------------------------------------------------------------------------------
<S>                                         <C>         <C>        <C>         <C>            <C>       <C>        <C>
Aggressive Equity
ALLIANCE AGGRESSIVE STOCK                    9.31%      71.12%      87.02%     396.16%        --        795.31%    5/1/84
   Lipper Mid-Cap Growth                    12.11       56.12       59.26      311.80         --        478.26
   50% Russell 2000/50% S&P Mid-Cap         27.31       94.76      120.25      412.08         --        436.52
WARBURG PINCUS
SMALL COMPANY VALUE                            --          --          --          --         --         18.06     5/1/97
   Lipper Small-Cap                            --          --          --          --         --         26.66
   Russell 2000                                --          --          --          --         --         28.68
ALLIANCE SMALL CAP GROWTH                      --          --          --          --         --         25.55     5/1/97
   Lipper Small-Cap                            --          --          --          --         --         26.66
   Russell 2000 Growth                         --          --          --          --         --         27.66
MFS EMERGING GROWTH COMPANIES                  --          --          --          --         --         21.34     5/1/97
   Lipper Mid-Cap                              --          --          --          --         --         20.88
   Russell 2000                                --          --          --          --         --         28.68

ASSET ALLOCATION SERIES:
ALLIANCE CONSERVATIVE INVESTORS             11.71       37.74       42.41          --         --         89.50     10/2/89
   Lipper Income                            15.51       54.60       73.34          --         --        129.83
   70% Lehman Treas./30% S&P 500            16.71       60.91       75.18          --         --        143.55
EQ/PUTNAM BALANCED                             --          --          --          --         --         13.46     5/1/97
   Lipper Balanced                             --          --          --          --         --         14.79
   40% Lehman Gov't./Corp./60% S&P 500         --          --          --          --         --         17.17
ALLIANCE BALANCED                           13.44       47.63       48.43      177.12         --        286.60     5/1/84
   Lipper Flexible Portfolio                18.23       61.05       73.02      209.82         --        246.50
   50% Lehman Gov't./Corp./70% S&P 500      21.56       80.14       97.96      583.14         --        376.27
ALLIANCE GROWTH INVESTORS                   15.21       59.58       73.39          --         --        198.23     10/2/89
   Lipper Flexible Portfolio                18.23       61.05       73.02          --         --        140.59
   30% Lehman Gov't./Corp./70% S&P 500      26.28       98.32      119.42          --         --        205.24
MERRILL LYNCH WORLD STRATEGY                   --          --          --          --         --          3.77     5/1/97
   Lipper Global Flexible Portfolio            --          --          --          --         --          8.52
   Market Composite                            --          --          --          --         --         10.81
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       35

<PAGE>

<TABLE>
<CAPTION>
                                                            TABLE 3:
                                                  YEAR-BY-YEAR RATES OF RETURN
- --------------------------------------------------------------------------------------------------------------------------------
                                      1988     1989     1990     1991     1992     1993     1994     1995     1996      1997
                                    --------------------------------------------------------------------------------------------
<S>                                  <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>  
ALLIANCE MONEY MARKET                 5.94%    7.72%    6.82%    4.69%    2.16%    1.58%    2.62%    4.32%    3.90%     3.98%
ALLIANCE INTERMEDIATE GOVERNMENT
   SECURITIES                           --       --       --    10.94*    4.17     9.09    -5.65    11.81     2.38      5.85
ALLIANCE QUALITY BOND                   --       --       --       --       --    -0.84*   -6.37    15.46     3.94      7.68
ALLIANCE HIGH YIELD                   8.25     3.71    -2.43    22.78    10.80    21.48    -4.09    18.32    21.23     16.88
ALLIANCE GROWTH & INCOME                --       --       --       --       --    -0.59*   -1.90    22.42    18.47     25.06
ALLIANCE EQUITY INDEX                   --       --       --       --       --       --    -0.04*   34.66    20.73     30.79
ALLIANCE COMMON STOCK                21.55    24.07    -9.27    35.81     1.82    23.11    -3.48    30.64    22.55     27.45
ALLIANCE GLOBAL                       9.38    25.02    -7.33    28.79    -1.86    30.34     3.82    17.23    13.06     10.05
ALLIANCE INTERNATIONAL                  --       --       --       --       --       --       --     9.60*    8.33     -4.35
ALLIANCE AGGRESSIVE STOCK            -0.39    42.87     5.73    84.57    -4.47    15.17    -5.11    29.87    20.54      9.31
ALLIANCE SMALL CAP GROWTH               --       --       --       --       --       --       --       --       --     25.55*
ALLIANCE CONSERVATIVE INVESTORS         --     2.75*    4.97    18.23     4.36     9.27    -5.38    18.79     3.79     11.71
ALLIANCE BALANCED                    13.27    24.60    -1.46    40.02    -4.15    10.80    -9.27    18.13    10.16     13.44
ALLIANCE GROWTH INVESTORS               --     3.65*    9.12    46.90     3.52    13.71    -4.44    24.68    11.09     15.21
T. ROWE PRICE INTERNATIONAL STOCK
   PORTFOLIO                            --        --        --        --        --        --        --        --       -2.39*
T. ROWE PRICE EQUITY INCOME
   PORTFOLIO                            --       --       --       --       --       --       --       --       --     21.04*
EQ/PUTNAM GROWTH & INCOME VALUE
   PORTFOLIO                            --       --       --       --       --       --       --       --       --     15.17*
EQ/PUTNAM BALANCED PORTFOLIO            --       --       --       --       --       --       --       --       --     13.46*
MFS RESEARCH PORTFOLIO                  --       --       --       --       --       --       --       --       --     15.01*
MFS EMERGING GROWTH COMPANIES
   PORTFOLIO                            --       --       --       --       --       --       --       --       --     21.34*
MORGAN STANLEY EMERGING MARKETS
   EQUITY PORTFOLIO                     --        --        --        --        --        --        --        --      -20.59*
WARBURG PINCUS SMALL COMPANY VALUE
   PORTFOLIO                            --       --       --       --       --       --       --       --       --     18.06*
MERRILL LYNCH WORLD STRATEGY
   PORTFOLIO                            --       --       --       --       --       --       --       --       --      3.77*
MERRILL LYNCH BASIC VALUE EQUITY
   PORTFOLIO                            --       --       --       --       --       --       --       --       --     15.97*
- -------------------
* Unannualized
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The performance  data in Tables 4 and 5, illustrate the growth of an investment,
and the average annual total return of the Investment Funds, respectively,  over
the  periods  shown  assuming  a  single  initial  contribution  of  $1,000  and
termination of the EQUI-VEST  Contract at the end of each period on December 31,
1997, 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. 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.

                                       36

<PAGE>

Each calculation  further assumes that the $1,000  contribution was allocated to
only one Investment Fund, no transfers or additional contributions were made, no
loans,  and no amounts  were  allocated to any other  Investment  Fund under the
Contract.

In order to calculate the  performance  information,  we divide the  termination
value (defined  below) of a Contract which is terminated on December 31, 1997 by
the $1,000  investment  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 Annuity  Account Value less the  contingent  withdrawal  charge,  the annual
administrative  charge and all other  charges  and  expenses  which are  applied
against an Investment Fund. See "Part 7: Deductions and Charges."

                                       37

<PAGE>


<TABLE>
<CAPTION>
                                                            TABLE 4:
                                GROWTH OF $1,000 FOR CONTRACTS TERMINATED ON DECEMBER 31, 1997:
- -------------------------------------------------------------------------------------------------------------------------------
                                                                      LENGTH OF INVESTMENT PERIOD
                                         --------------------------------------------------------------------------------------
INVESTMENT                                      ONE             THREE            FIVE              TEN        SINCE PORTFOLIO
FUND                                           YEAR             YEARS            YEARS            YEARS         INCEPTION*
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>               <C>              <C>
Alliance Money Market                      $   963.99       $   995.72       $   978.94        $1,203.22               --
Alliance Intermediate Government
   Securities                                  981.35         1,073.73         1,043.88               --        $1,201.20
Alliance Quality Bond                          998.27         1,150.58               --               --         1,022.45
Alliance High Yield                          1,083.57         1,500.04         1,693.62         2,361.21               --
Alliance Growth & Income                     1,159.39         1,631.83               --               --         1,547.45
Alliance Equity Index                        1,212.56         1,934.65               --               --         1,899.48
Alliance Common Stock                        1,181.55         1,851.45         2,133.79         3,855.20               --
Alliance Global                              1,020.26         1,298.65         1,715.53         2,599.65         1,080.53
Alliance International                         886.73               --               --               --         1,010.64
Alliance Aggressive Stock                    1,013.42         1,538.88         1,625.43         4,313.55               --
Alliance Small Cap Growth                          --               --               --               --         1,171.84
Alliance Conservative Investors              1,035.66         1,226.36         1,209.36               --         1,550.34
Alliance Balanced                            1,051.71         1,314.94         1,264.04         2,271.86               --
Alliance Growth Investors                    1,068.09         1,422.57         1,489.48               --         2,525.24
T. Rowe Price International Stock
   Portfolio                                       --               --               --               --           911.06
T. Rowe Price Equity Income Portfolio              --               --               --               --         1,129.70
E/Q Putnam Growth & Income Value Portfolio         --               --               --               --         1,074.99
E/Q Putnam Balanced Portfolio                      --               --               --               --         1,058.95
MFS Research Portfolio                             --               --               --               --         1,073.50
MFS Emerging Growth Companies Portfolio            --               --               --               --         1,132.53
Morgan Stanley Emerging Markets Equity
   Portfolio                                       --               --               --               --           745.74
Warburg Pincus Small Company Value
   Portfolio                                       --               --               --               --         1,101.91
Merrill Lynch World Strategy Portfolio             --               --               --               --           968.59
Merrill Lynch Basic Value Equity
   Portfolio                                       --               --               --               --         1,082.45
- -------------------------------------------------------------------------------------------------------------------------------
* Portfolio inception dates are shown in Tables 1 and 2.
</TABLE>

                                       38

<PAGE>


<TABLE>
<CAPTION>
                                                            TABLE 5:
                          AVERAGE ANNUAL TOTAL RETURN UNDER CONTRACTS TERMINATED ON DECEMBER 31, 1997:
- -------------------------------------------------------------------------------------------------------------------------------
                                                                      LENGTH OF INVESTMENT PERIOD
                                         --------------------------------------------------------------------------------------
INVESTMENT                                                                                                          SINCE
FUND                                           ONE          THREE          FIVE          TEN        SINCE FUND    PORTFOLIO
                                              YEAR          YEARS         YEARS         YEARS       INCEPTION*   INCEPTION**
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>           <C>           <C>            <C>          <C>
Alliance Money Market                        -3.60%         -0.14%        -0.42%         1.87%            --           --
Alliance Intermediate Government
   Securities                                -1.86           2.40          0.86            --           0.97%        2.75%
Alliance Quality Bond                        -0.17           4.79            --            --           0.85         0.52
Alliance High Yield                           8.36          14.47         11.11          8.97           8.80           --
Alliance Growth & Income                     15.94          17.73            --            --          11.98        10.82
Alliance Equity Index                        21.26          24.60            --            --          20.14        18.21
Alliance Common Stock                        18.15          22.79         16.37         14.45             --           --
Alliance Global                               2.03           9.10         11.40         10.03           7.12           --
Alliance International                      -11.33             --            --            --          -1.47         0.39
Alliance Aggressive Stock                     1.34          15.45         10.20         15.74             --           --
Alliance Small Cap Growth                       --             --            --            --           5.96        17.18
Alliance Conservative Investors               3.57           7.04          3.88            --           2.99         5.46
Alliance Balanced                             5.17           9.56          4.80          8.55             --           --
Alliance Growth Investors                     6.81          12.47          8.29            --           7.61        11.89
T. Rowe Price International Stock
   Portfolio                                    --             --            --            --         -11.98        -8.89
T. Rowe Price Equity Income Portfolio           --             --            --            --           7.97        12.97
E/Q Putnam Growth & Income Value Portfolio      --             --            --            --           2.48         7.50
E/Q Putnam Balanced Portfolio                   --             --            --            --           2.29         5.90
MFS Research Portfolio                          --             --            --            --           1.02         7.35
MFS Emerging Growth Companies Portfolio         --             --            --            --           4.40        13.25
Morgan Stanley Emerging Markets Equity
   Portfolio                                    --             --            --            --         -25.42       -25.43
Warburg Pincus Small Company Value
   Portfolio                                    --             --            --            --           3.51        10.19
Merrill Lynch World Strategy Portfolio          --              --           --            --          -7.67        -3.14
Merrill Lynch Basic Value Equity
   Portfolio                                    --             --            --            --           1.10         8.24

- -------------------
</TABLE>
 * Fund  inception  dates  are:  Alliance  Money  Market   (5/11/82),   Alliance
   Intermediate Government Securities (6/1/94),  Alliance Quality Bond (1/4/94),
   Alliance High Yield  (1/4/94),  Alliance Growth & Income  (1/4/94),  Alliance
   Equity Index  (6/1/94),  Alliance  Common Stock  (8/27/81),  Alliance  Global
   (1/4/94),   Alliance  International   (9/1/95),   Alliance  Growth  Investors
   (1/4/94),  Alliance  Aggressive  Stock  (5/1/84),  Alliance  Small Cap Growth
   (6/2/97),   Alliance  Conservative  Investors  (1/4/94),   Alliance  Balanced
   (5/1/84),  T. Rowe Price International  Stock (6/2/97),  T. Rowe Price Equity
   Income (6/2/97), EQ/Putnam Growth & Income Value (6/2/97), EQ/Putnam Balanced
   (6/2/97),  MFS Research  (6/2/97),  MFS Emerging Growth  Companies  (6/2/97),
   Morgan  Stanley  Emerging  Markets  Equity  (8/20/97),  Warburg  Pincus Small
   Company Value (6/2/97),  Merrill Lynch World Strategy (6/2/97), Merrill Lynch
   Basic Value Equity (6/2/97).

** Portfolio inception dates are shown in Tables 1 and 2.

                                       39

<PAGE>

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 HRT or
EQAT and may present the performance of the Investment  Funds or compare it 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 elsewhere in this prospectus, 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
charges.  VARDS is a monthly reporting service that monitors over 2,500 variable
life  and  variable  annuity  funds  on  performance  and  account  information.
Advertisements  or other  communications  furnished  to present  or  prospective
Contract Owners 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.

                                       40

<PAGE>

- --------------------------------------------------------------------------------
                     PART 4: THE GUARANTEED INTEREST ACCOUNT
- --------------------------------------------------------------------------------

The Guaranteed Interest Account is part of our general account and pays interest
at guaranteed rates. The general account supports all of our policy and contract
guarantees,  as well as our general obligations.  The general account is subject
to regulation and  supervision  by the Insurance  Department of the State of New
York and to the insurance laws and regulations of all jurisdictions where we are
authorized  to do business.  Because of applicable  exemptive  and  exclusionary
provisions,  interests in the general account have not been registered under the
Securities  Act of 1933 (1933  ACT),  nor is the general  account an  investment
company under the 1940 Act.  Accordingly,  the general account is not 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 you as a Contract Owner have in the Guaranteed  Interest Account
at any time is equal to the sum of all  contributions  and  transfers  that have
been allocated to that Account on your behalf,  less the sum of all amounts that
have been  withdrawn,  transferred or deducted,  plus all interest that has been
credited on your behalf.

Interest  is  credited  to the  Account  every  day.  There are three  levels of
interest rates  simultaneously in effect in the Guaranteed Interest Account: the
minimum  interest  rate  guaranteed  over the life of the  Contract,  the yearly
guaranteed  interest rate for the calendar year, and the current  interest rate.
Current   interest  rates  are  set  periodically  by  Equitable  Life,  at  its
discretion,  according to procedures  that  Equitable Life reserves the right to
change.  All interest rates are effective  annual rates, but before deduction of
applicable administrative or contingent withdrawal charges.

An interest  rate is  assigned to each  allocation  to the  Guaranteed  Interest
Account and the rate is guaranteed  for a certain  period of time,  depending on
when the allocation is made. Therefore, for these Contracts,  different interest
rates may apply to  different  amounts in this  Account.  (An  exception to this
approach is made for Corporate Trusteed and EDC Contracts issued to governmental
employers in New York whose EQUI-VEST funding  arrangements  became effective on
or after July 1, 1989.)

The  yearly  guaranteed  interest  rate for  1998 is 4% and for 1999 is 4%.  The
yearly  guaranteed  interest  rate will never be less than the minimum  Contract
guarantee of 3% (4% for EQUI-VEST Corporate Trusteed  Contracts,  Series 100 and
200 NQ group certificates).

                                       41

<PAGE>


- --------------------------------------------------------------------------------
                       PART 5: THE FIXED MATURITY ACCOUNT
- --------------------------------------------------------------------------------

ALLOCATIONS TO FIXED MATURITY PERIODS

The Fixed  Maturity  Account is only  available  under the EQUI-VEST  Series 400
Traditional IRA, QP IRA, Roth IRA, and NQ Contracts.

Your Fixed Maturity  Account  contains the Fixed  Maturity  Periods to which you
have made a contribution or transfer. Each amount contributed (including amounts
transferred)  to a Fixed  Maturity  Period and held to that Period's  Expiration
Date accumulates  interest at the Rate to Maturity in effect on the date of your
contribution  to that Period.  Thus,  your Rate to Maturity is the interest rate
your  contribution will earn if your money remains in that Fixed Maturity Period
until its Expiration Date.

Your Maturity  Amount in a Fixed Maturity  Period on its Expiration Date is your
original contribution plus interest, using the Rate to Maturity in effect on the
date of your  contribution  (or  transfer) for the Fixed  Maturity  Period (less
appropriate adjustments for any charges or premature withdrawals).

Before maturity, you have a Market Adjusted Amount in each Fixed Maturity Period
to which you have made a contribution. The Market Adjusted Amount is the present
value of your Maturity Amount,  discounted at the Rate to Maturity in effect for
new  contributions  on the date of the  calculation.  It thus reflects  whatever
market value  adjustment (see details below) would apply on that day were you to
withdraw the entire amount in your Fixed  Maturity  Period.  (On the  Expiration
Date, your Market Adjusted Amount equals your Maturity Amount.)

Contributions  may be made to one or more Fixed Maturity Periods;  however,  you
may not make more than one  contribution to any one Fixed Maturity  Period.  You
may not make a contribution  to a Fixed Maturity  Period which has an Expiration
Date  beyond  the date on which  annuity  payments  are to  commence  under your
Contract.  If you have  contributed  funds to one or more Fixed Maturity Periods
you must select Maximum Fund Choice;  transfers out of the  Guaranteed  Interest
Account will be restricted. See "Transfers" in Part 6.

AVAILABILITY OF FIXED MATURITY PERIODS

Fixed  Maturity  Periods are available as  Investment  Options only to Owners of
Series 400 Traditional  IRA, QP IRA, Roth IRA, and NQ Contracts.  This option is
not available for Contracts issued in Maryland.

We offer Fixed  Maturity  Periods  ending on June 15 (or the preceding  Business
Day) for each of the maturity  years 1998 through 2008.  Not all Fixed  Maturity
Periods will be available in all states.  As Fixed Maturity  Periods expire,  we
expect to add maturity  years so that generally ten are available in most states
at any time.

RATES TO MATURITY AND PRESENT VALUE PER $100 OF MATURITY AMOUNT

Because the Maturity  Amount of a contribution to a Fixed Maturity Period can be
determined at the time it is made,  you can determine the amount  required to be
contributed  to a Fixed  Maturity  Period in order to produce a target  Maturity
Amount  (assuming  no  transfers  or  withdrawals  are made and no  charges  are
allocated  to the Fixed  Maturity  Period).  The  required  contribution  is the
present value of that Maturity Amount  discounted at the Rate to Maturity on the
Transaction Date for the contribution.

The same  approach as described  above may also be used to determine  the amount
which you would  need to  allocate  to each  Fixed  Maturity  Period in order to
create a series of constant Maturity Amounts for two or more years.

The Rates to Maturity that are available for new  contributions  can be obtained
from your Equitable  Representative  or by calling our Customer  Service line at
(800) 628-6673.

OPTIONS AT EXPIRATION DATE

We will  notify you at least 45 days  before the  Expiration  Date of each Fixed
Maturity Period in which you have any money.  You may elect one of the following
options to be effective at the Expiration Date:

     (a) to transfer the Maturity  Amount into any Fixed Maturity  Period we are
         then offering, or into any of our other Investment Options.

     (b) to withdraw the Maturity Amount  (subject to any contingent  withdrawal
         charge which may apply under your Contract).

If we have not received your election as of the  Expiration  Date,  the Maturity
Amount in the expired Fixed Maturity  Period will be transferred  into the Money
Market Fund (or another Investment Option if required by state  regulation).  As
to  contracts  issued  in New York,  see New York  Contracts  -- Fixed  Maturity
Account in "Part 7: Deductions and Charges."


                                       42

<PAGE>

MARKET VALUE ADJUSTMENT FOR TRANSFERS,  WITHDRAWALS OR TERMINATION  PRIOR TO THE
EXPIRATION DATE

Any withdrawal (including  transfers,  terminations and deductions) from a Fixed
Maturity  Period  prior to its  Expiration  Date will  result in a  positive  or
negative  market value  adjustment,  which is reflected in your Market  Adjusted
Amount.  The  amount  of the  adjustment  will  depend on two  factors:  (a) the
difference  between  the Rate to Maturity  on the date of your  contribution  or
transfer and the Rate to Maturity for the same Fixed Maturity Period on the date
of the  calculation,  and (b) the length of time remaining  until the Expiration
Date. In general,  if interest  rates have risen between the time when an amount
was  originally  contributed  to a Fixed  Maturity  Period  and  the  time it is
withdrawn, the market value adjustment will be negative, and vice versa; and the
longer the period of time remaining  until the Expiration  Date, the greater the
impact  of the  interest  rate  difference.  Therefore,  it is  possible  that a
significant  rise in interest  rates could result in a substantial  reduction in
your Market Adjusted Amount should you withdraw before the Expiration Date.

The market value adjustment  (positive or negative)  resulting from a withdrawal
of  all  funds  from a  Fixed  Maturity  Period  will  be  determined  for  each
contribution allocated to that Fixed Maturity Period as follows:

(1) We determine the Market Adjusted Amount on the Transaction Date as follows:

     (a) We  determine  the Book Value  that would be payable on the  Expiration
         Date, using the applicable Rate to Maturity. The Book Value equals your
         contribution  to the  Fixed  Maturity  Period,  reduced  by  any  prior
         withdrawals,  transfers  and charges and  reflecting  any prior  market
         value  adjustments,  accumulated at the Rate to Maturity on the date of
         the contribution.

     (b) We determine the time remaining in your Fixed Maturity Period (based on
         the  Transaction  Date) and convert it to  fractional  years based on a
         365-day  year (or on 366-day year in a leap year).  For example,  three
         years and 12 days becomes 3.0329.

     (c) We  determine  the  current  Rate  to  Maturity  which  applies  on the
         Transaction  Date  to new  contributions  to the  same  Fixed  Maturity
         Period.

     (d) We  determine  the  present  value of the  Book  Value  payable  at the
         Expiration  Date,  using  the  period  determined  in (b) and the  rate
         determined in (c).

(2) We determine the Book Value as of the current date.

(3)  We subtract  (2) from the result in (1)(d).  The result is the market value
     adjustment  applicable to such Fixed Maturity Period, which may be positive
     or negative.

The market value adjustment  (positive or negative)  resulting from a withdrawal
of a portion of the amount in a Fixed  Maturity  Period will be a percentage  of
the market value  adjustment  that would be applicable  upon a withdrawal of all
funds  from a Fixed  Maturity  Period.  This  percentage  is  determined  by (i)
dividing the amount of the withdrawal or transfer from the Fixed Maturity Period
by (ii) the Market  Adjusted  Amount in such Fixed Maturity  Period prior to the
withdrawal or transfer. See Appendix I for an example.

The Rate to Maturity for new  contributions  to a Fixed  Maturity  Period is the
rate we have in effect for this  purpose even if new  allocations  to that Fixed
Maturity  Period would not be accepted at the time.  If we do not have a Rate to
Maturity in effect for a Fixed  Maturity  Period to which the  "current  Rate to
Maturity"  in  (1)(c)  would  apply,  we will use the  rate at the next  closest
Expiration  Date. If we are no longer offering new Fixed Maturity  Periods,  the
"current Rate to Maturity" will be determined in accordance  with our procedures
then in effect. For purposes of calculating the market value adjustment only, we
reserve the right to add up to 0.50% to the current rate in (1)(c) above.

INVESTMENTS

Contributions  received  under the  Contracts  and  allocated to Fixed  Maturity
Periods  will  be  held  in a  "nonunitized"  separate  account  established  by
Equitable  Life under the laws of New York.  The  separate  account  provides an
additional measure of assurance that full payment of amounts due under the Fixed
Maturity  Periods will be made. Under the New York Insurance Law, the portion of
the  separate  account's  assets  equal to the  reserves  and other  liabilities
relating to the Contracts are not chargeable with liabilities arising out of any
other business we may conduct. Investments purchased with amounts contributed to
the Fixed Maturity Account (and any earnings on those amounts) are our property.
Any favorable investment  performance on the assets held in the separate account
accrues  solely  to our  benefit.  Contract  Owners  do not  participate  in the
performance  of the assets  held in the  separate  account.  We may,  subject to
applicable  state law,  transfer all assets allocated to the separate account to
our general  account.  Regardless of whether  assets  supporting  Fixed Maturity
Accounts  are held in a separate  account or our general  account,  all benefits
relating to the value in the Fixed Maturity Account are guaranteed by us.

We have no specific formula for establishing the Rates to Maturity for the Fixed
Maturity  Periods.  We expect 


                                       43

<PAGE>

the rates to be influenced  by, but not  necessarily  correspond to, among other
things,  the yields on the  fixed-income  securities to be acquired with amounts
that are allocated to the Fixed  Maturity  Periods at the time that the Rates to
Maturity  are  established.  Our  current  plans are to invest  such  amounts in
fixed-income  obligations,   including  corporate  bonds,   mortgage-backed  and
asset-backed securities and government and agency issues having durations in the
aggregate consistent with those of the Fixed Maturity Periods.

Although the  foregoing  generally  describes our plans for investing the assets
supporting our obligations under the fixed portion of the Contracts,  we are not
obligated to invest those assets  according to any particular plan except as may
be required by state insurance laws, nor will the Rates to Maturity we establish
be determined by the performance of the nonunitized separate account.  Interests
held in the nonunitized  separate account are registered under the 1933 Act. See
"Part 4: The  Guaranteed  Interest  Account"  for a  discussion  of our  general
account.


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<PAGE>



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

                  PART 6: PROVISIONS OF THE EQUI-VEST CONTRACTS

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

THE EQUI-VEST CONTRACT SERIES

EQUI-VEST   is   designed  as  a  funding   vehicle   for  either   personal  or
employer-sponsored  retirement  programs.  EQUI-VEST may be offered either as an
individual  Contract or as a group Contract with  individual  Certificates.  The
difference is primarily one of state requirements;  the basic provisions are the
same  regardless  of  group  or  individual  Contract  form.  Your  Contract  or
Certificate  will  indicate  what  form you  have.  Certain  provisions  of your
Contract may differ depending on the type of program  purchased and the state or
date of issue. (See "Part 1: Summary" for a description of the types of programs
offered.)  In this  prospectus,  we use a  "series"  number  when  necessary  to
differentiate  among  Contracts.  Currently,  there are four series of EQUI-VEST
Contracts.  You can identify the EQUI-VEST  series you have by referring to your
confirmation  notice,  or you may contact your Equitable  Representative or call
our toll-free number. In general, the series designations are:

- -------------------------------------------------------------
   TSA, SEP, EDC, Annuitant-Owned HR-10 and     Series 100
   Trusteed Contracts issued before August
   17, 1995. NQ,  Traditional IRA, and QP 
   IRA Contracts issued before January 3,
   1994 and Roth IRA Contracts Converted 
   from such IRA and QP IRA Contracts.
- -------------------------------------------------------------
   TSA, EDC, Annuitant-Owned HR-10 and          Series 200
   Trusteed  Contracts  issued on or after 
   August 17, 1995. SEP Contracts issued
   on or after  August 17, 1995 and before  
   November 1, 1995 and  currently in a
   state where the Series 300 Contract has
   not been approved.
- -------------------------------------------------------------
   NQ, Traditional IRA, QP IRA and Roth IRA     Series 300
   Contracts issued on or after January 3,
   1994 and before the date Series 400
   Contracts became  available in a state 
   and Roth IRA Contracts  Converted from
   such IRA and QP IRA Contracts;  and SEP 
   Contracts issued on or after November
   1, 1995 in states which have approved the
   Series 300 Contract.
- -------------------------------------------------------------
   NQ,  Traditional  IRA, QP IRA, and Roth      Series 400 
   IRA Contracts issued on or after 
   July 10, 1995 in states where 
   approved and Roth IRA Contracts 
   Converted from such IRA and QP 
   IRA Contracts. SIMPLE IRA Contracts in 
   all approved states. (We reserve the 
   right to issue a Series 200 or 300 
   SIMPLE IRA Contract, as necessary, for 
   states not approving the Series 400 version.)
- ------------------------------------------------

The  provisions  of your  Contract  may be  restricted  by any plan or agreement
relating to it or by applicable laws or regulations.

SELECTING INVESTMENT OPTIONS

You can  choose  one of the  following  two  methods  for  selecting  Investment
Options:

o  Maximum Fund Choice, allowing you to allocate contributions to any Investment
   Fund,  the  Guaranteed  Interest  Account  and the  Fixed  Maturity  Periods;
   however,  this  election  will result in  restrictions  in the amount you can
   transfer out of the Guaranteed Interest Account; or

o  Maximum Transfer Flexibility,  allowing you to allocate  contributions to the
   Guaranteed  Interest  Account and any  Investment  Funds  except the Alliance
   Conservative   Investors,   Alliance  Money  Market,   Alliance  Intermediate
   Government  Securities,  Alliance Quality Bond, or Alliance High Yield Funds;
   no transfer restrictions apply.

Once this  selection  is made,  you may allocate  contributions  to, or transfer
among, only the Investment Options that you have chosen.  After your Contract is
issued, you may request in writing to add any remaining Funds or eliminate Funds
that result in transfer restrictions, but we have the right to deny the request.
See "Transfers" elsewhere in this section.

The Guaranteed  Interest  Account is always  available as an Investment  Option.
Subject to state regulatory  approval,  the Fixed Maturity Periods are available
to Owners of Series 400 Traditional IRA, QP IRA, Roth IRA, and NQ Contracts.  If
you want to invest in the Fixed Maturity  Periods,  you must select Maximum Fund
Choice.

For Original  Contracts,  only the Guaranteed  Interest Account and the Alliance
Money Market,  Alliance Balanced,  Alliance Common Stock and Alliance Aggressive
Stock  Funds are  available.  In most cases,  you may request to add  additional
Funds  to your  Original  Contract,  although  we have the  right  to deny  such
requests.   See   "Transfers"   elsewhere  in  this  section  for  the  transfer
restrictions applicable to Original Contracts.

CONTRIBUTIONS UNDER THE CONTRACTS

Generally,  contributions  may be made at any time: in single sum amounts,  on a
regular  basis  or as your  financial  situation  permits.  For  some  types  of
retirement plans, contributions must be made by the


                                       45

<PAGE>

employer.  Contributions are credited as of the Transaction Date,  provided they
are  accompanied  with  complete  information.  Contributions  not  made by wire
transfer,  our Automatic Investment Program or payroll deduction must be made by
check drawn on a bank in the U.S.  clearing  through the Federal Reserve System,
and payable in U.S.  dollars to Equitable  Life.  Third party checks endorsed to
Equitable Life are not acceptable forms of payment except in cases of a rollover
from a qualified  plan, a tax-free  exchange  under the Code or a trustee  check
that  involves  no  refund.  All  checks are  accepted  subject  to  collection.
Equitable Life reserves the right to reject a payment if an unacceptable form of
payment is received.

You may be able to move amounts you have invested  with another  carrier to your
EQUI-VEST  Contract.  To make such a change,  funds must be remitted via wire or
check. Therefore,  any assets accumulated under an existing program will have to
be liquidated.  For example,  existing  insurance policies and annuity contracts
funding a qualified plan must be converted into cash.

Minimum amounts that may be contributed are as follows:

o  TRADITIONAL IRA AND ROTH IRA

   -- Series 100 -- $20

   -- Series 300 and 400 -- $50

o  QP IRA

   -- Series 100 -- $1,000

   -- Series 300 and 400 -- $2,500

o  NQ

   -- $1,000 (initial); $50 (initial for payroll deduction)

   -- $50 (ongoing)

o  ALL OTHERS -- $20

We reserve the right to change minimum and maximum  contribution amounts upon 90
days prior written notice and to waive them in certain cases.

Special Limits

NQ:  Subsequent  contributions to Series 100 NQ Contracts will be restricted for
Annuitants age 59 and older in states where individual Contracts are issued.

TSA: In certain cases, provided the total annual contribution to the TSA will be
at least $200 annually,  we may accept contributions of less than $20. Currently
we do not accept  contributions  via direct TSA to TSA transfers under Rev. Rul.
90-24  where any such funds were  invested  in a  custodial  account  under Code
Section 403(b)(7) and are still subject to its restrictions.

IRA:  Contributions  to IRA Contracts  may be subject to maximums,  as discussed
below  and in  "Part  9:  Federal  Tax & ERISA  Matters."  Contributions  may be
"regular" IRA contributions,  "rollover"  contributions or "direct transfers." A
$2,000  annual limit applies to regular  contributions,  but not to rollovers or
direct transfers.

"Regular" contributions to Traditional IRAs (but not to Roth IRAs) may no longer
be made for the  taxable  year in which you  attain  age 70 1/2 and  thereafter.
Rollover and direct transfer  contributions may be made to IRAs after you attain
age 70 1/2. However, any amount contributed must be net of your required minimum
distribution for the year in which the rollover or direct transfer  contribution
is made.

Contributions to the Investment Funds and the Guaranteed Interest Account

We allocate  contributions to the Investment  Funds and the Guaranteed  Interest
Account  on the  Transaction  Date  according  to your  allocation  percentages.
Allocation  percentages  can be changed at any time by writing to our Processing
Office or by using TOPS.  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. The number of Accumulation  Units  purchased  equals the
dollar amount of the  contribution  divided by the  Accumulation  Unit Value for
that Investment  Fund computed for the Transaction  Date on which we receive the
contribution  at  our  Processing  Office.  The  number  of  Accumulation  Units
purchased  will not vary  because of any later change in the  Accumulation  Unit
Value. A description of the computation of the Accumulation  Unit Value is found
in the SAI.

Contributions  allocated to the Guaranteed  Interest  Account become part of our
general  account on the  Transaction  Date and begin to accrue  interest  at the
guaranteed interest rate then in effect.

Contributions  to the Fixed Maturity  Account  (Series 400 IRA, QP IRA, Roth IRA
and NQ Contracts Only)

You must provide specific  instructions for  contributions to the Fixed Maturity
Account.  Contributions  (or transfers) to a Fixed Maturity Period will have the
Rate to Maturity  for the  specified  Period  offered on the  Transaction  Date.
Contributions  may be made to one or more Fixed Maturity Periods;  however,  you
may not make more than one  contribution (or transfer) to any one Fixed Maturity
Period.  In no event may  contributions  be made to Fixed Maturity  Periods with
maturities  beyond the date on which annuity payments are to commence under your
Contract. See "Distribution Options" elsewhere in this section.


                                       46
<PAGE>

Automatic Investment Program

Our Automatic  Investment  Program (AIP)  provides for a specified  amount to be
automatically  deducted from a bank checking account,  bank money market account
or  credit  union  checking  account  and to be  contributed  into  an IRA or NQ
Contract on a monthly basis. AIP is also available for Single Life SEP and Keogh
Units  provided that the single life is the Employer who sponsors the Plan.  AIP
contributions may be made to any Investment Option available under your Contract
except the Fixed Maturity Periods.  You may elect AIP by properly completing the
appropriate  form,  which is available from your Equitable  Representative,  and
returning it to our Processing  Office.  You elect which day of the month (other
than the 29th,  30th or 31st) you wish to have your bank account  debited.  That
date,  or the next Business Day if that day is a  non-Business  Day, will be the
Transaction Date. AIP is not available to QP IRA Contract Owners.

You may cancel AIP at any time by notifying our Processing  Office in writing at
least two business days prior to the next scheduled transaction.  Equitable Life
is not responsible for any debits made to your account prior to the time written
notice of revocation is received at our Processing Office.

ANNUITY ACCOUNT VALUE

Your Annuity Account Value for an EQUI-VEST  Contract is the sum of your amounts
in the  Investment  Options,  plus  the  amount  in any  Loan  Reserve  Account,
including  accrued  interest.  These  amounts are defined below and include your
value in the Investment Funds, your value in the Guaranteed Interest Account and
your value in the Fixed Maturity Account.  The loan reserve account,  applicable
only to certain TSA and Corporate Trusteed Contracts, is described in the SAI.

Value in the Investment Funds

Your value in an  Investment  Fund on any  Business  Day under your  Contract is
equal to the number of your Accumulation Units in that Investment Fund times the
Accumulation Unit Value for that Fund for that date. Your number of Accumulation
Units in an  Investment  Fund at any  time is  equal to the sum of  Accumulation
Units purchased by your contributions and transfers  (including transfers to the
Loan Reserve  Account) less any  Accumulation  Units  redeemed for  withdrawals,
transfers or deductions for applicable charges.

The number of Accumulation  Units you purchase or sell in any Investment Fund is
equal to the dollar amount of your transaction  divided by the Accumulation Unit
Value  for  the  Investment  Fund  on  the  Transaction   Date.  The  number  of
Accumulation  Units you own will not vary  because  of any  later  change in the
Accumulation  Unit Value.  However,  the Accumulation Unit Value varies with the
investment performance of the Fund, which in turn reflects the investment income
and  realized  and  unrealized  capital  gains and  losses of the  corresponding
Portfolio,  as well as Trust fees and expenses.  The Accumulation  Unit Value is
also stated after  deduction of the Separate  Account asset charges  relating to
the Contracts.  A description of the computation of the Accumulation Unit Values
is found in the SAI.

Value in the Guaranteed Interest Account

Your value in the  Guaranteed  Interest  Account on any Business Day is equal to
contributions  and  transfers  made  to the  Guaranteed  Interest  Account  plus
interest, less withdrawals, transfers and deductions for applicable charges.

Value in the Fixed Maturity Account

Your value in each Fixed  Maturity  Period on any  Business  Day is your  Market
Adjusted Amount in that Period. See "Part 5: The Fixed Maturity Account."

TRANSFERS

You may  transfer  all or  portions  of your  Annuity  Account  Value  among the
Investment  Options  you have  chosen at any time,  subject to the  restrictions
stated  below.  The amount  transferred  must be at least $300 or, if less,  the
entire amount in the Investment  Option.  We reserve the right to waive the $300
minimum transfer requirement.

o  If you have not selected the Alliance Conservative Investors,  Alliance Money
   Market, Alliance Intermediate Government Securities, Alliance Quality Bond or
   Alliance  High Yield  Fund,  no transfer  restrictions  will apply under your
   Contract.

o  If you have selected to make all Investment  Options available  (Maximum Fund
   Choice),  then the maximum amount which you may transfer in any Contract Year
   from the Guaranteed  Interest Account to any other  Investment  Option is the
   greater of (a) 25% of the amount you had in the Guaranteed  Interest  Account
   on the last day of the prior  Contract  Year or (b) the total of all  amounts
   you transferred from the Guaranteed  Interest Account to any other Investment
   Option in the prior Contract Year.

o  Transfers out of a Fixed Maturity  Period other than at the  Expiration  Date
   will result in a market  value  adjustment.  See "Part 5: The Fixed  Maturity
   Account."

o  Transfers may not be made to Fixed Maturity Periods to which you have already
   made a contribution or transfer.

If you transfer money to the Guaranteed  Interest Account from another financial
institution  during your first Contract  Year, and if you have selected  Maximum
Fund Choice, you will be permitted, during the balance


                                       47

<PAGE>

of that Contract Year, to transfer up to 25% of such initial Guaranteed Interest
Account balance to any other Investment Option.

However,  for Original Contract Owners,  including  Original Contract Owners who
elect to amend their Contract by selecting  Maximum  Transfer  Flexibility,  the
Alliance  Money Market Fund is always  available but we do not permit  transfers
into that Fund from any other Investment  Option. No other transfer  limitations
apply to Original Contracts.

Upon 90 days advance notice, we have the right to change or establish additional
restrictions on transfers among the Investment Options.

A transfer  request will be effective on the Transaction  Date.  Transfers in or
out of the  Investment  Funds  will be at the  Accumulation  Unit Value for that
Transaction  Date.  Transfers out of the Fixed  Maturity  Periods will be at the
Market  Adjusted  Amount  on that  Transaction  Date.  Transfers  into the Fixed
Maturity  Periods  will be at the Rate to Maturity on 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.

Written transfer requests should be sent directly to the Processing Office. Your
signed request for a transfer should specify your Contract  number,  the amounts
to be transferred  and the Investment  Options to and from which the amounts are
to be  transferred.  You can use our TOPS  service to make  transfers  among any
Investment  Options other than the Fixed Maturity  Periods.  Please contact your
Equitable  Representative or the Processing Office to receive the form necessary
to obtain a special code number required for TOPS.

AUTOMATIC TRANSFER OPTIONS INVESTMENT SIMPLIFIER

We offer two  automatic  options for  transferring  amounts from the  Guaranteed
Interest  Account to the Investment  Funds:  the  Fixed-Dollar  and the Interest
Sweep. You may select either, but not both, of these options.

o  Fixed-Dollar Option

   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  (unless  transfers to the Alliance  Money Market Fund
   are  prohibited)  on a monthly  basis.  You can either  specify the number of
   monthly  transfers or instruct us to continue to make monthly transfers until
   available 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 at our
   Processing  Office and you must elect to transfer at least $50 per month. The
   Fixed-Dollar  Option is subject to the Guaranteed  Interest  Account transfer
   limitation described in "Transfers" in this section.

   The Fixed-Dollar Option relies upon the principles of dollar-cost  averaging.
   Dollar-cost  averaging is an investment strategy whereby equal dollar amounts
   are invested at regular intervals. By allocating fixed amounts on a regularly
   scheduled  basis  -- as  opposed  to  allocating  the  total  amount  at  one
   particular  time -- an  investor  may be less  susceptible  to the  impact of
   market fluctuations. Although dollar-cost averaging is designed to lessen the
   impact  of  market  fluctuations,  it does not  assure a profit  nor  protect
   against loss in a declining market.

o  Interest Sweep

   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 completing an election form and sending it to
   our   Processing   Office.   You  can  obtain  a  form  from  your  Equitable
   Representative.  For the Fixed-Dollar Option, 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.  For the Interest  Sweep,  the first monthly
   transfer will occur on the last Business Day of the month following the month
   in which we receive your election form at our Processing Office.

Termination of Automatic Options

Automatic transfer options will terminate:

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

     --  Under the Interest  Sweep,  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

     --  Under either  option,  on the date we receive  your written  request to
         terminate  automatic  transfers at our Processing Office or on the date
         your Contract terminates.


                                       48

<PAGE>

ASSET REBALANCING SERVICE

The Asset Rebalancing Feature will allow a Contract Owner to have amounts in the
Investment  Funds rebalanced on an ongoing basis. The feature enables a Contract
Owner to maintain a desired asset allocation and keep their investment  strategy
on track.  Funds are reallocated  among the different  Investment  Funds to keep
them in line with selected target percentages. There is no fee for this service.

This feature is not available for balances in the  Guaranteed  Interest  Account
(GIA) or the Fixed Maturity  Account (FMA). To be eligible,  the Annuity Account
Value must be at least $5,000,  exclusive of the GIA and FMA. The Contract Owner
may elect to have assets rebalanced either quarterly  (calendar),  semi-annually
or annually.  Asset  Rebalancing  will be processed on the first business day of
the month.  Rebalancing  transactions  cannot be made for the  current  month or
retroactively.  Asset Rebalancing will be done only on the total Annuity Account
Value in the  Investment  Funds as of the  transaction  date the Contract  Owner
selected.  Asset Rebalancing does not allow the Contract Owner to rebalance only
a portion of the Annuity Account Value.

AUTOMATIC NQ DEPOSIT SERVICE

The Automatic NQ Deposit Service (ADS) is available to EQUI-VEST Contract Owners
who are receiving an Automatic  Minimum  Distribution  payment from an EQUI-VEST
TSA, Traditional IRA, QP IRA, SIMPLE IRA, SEP or SARSEP. It is not available for
EQUI-VEST EDC or Trusteed Contracts.

The ADS will deposit the required  automatic minimum  distribution  payment from
the  Contract  Owner's  EQUI-VEST  TSA,  IRA, QP IRA,  SIMPLE IRA, SEP or SARSEP
Contract directly into an existing EQUI-VEST NQ Contract in accordance with your
allocation instructions for that Contract.

LOANS (FOR TSA AND CORPORATE
TRUSTEED ONLY)

Unless  restricted  by the  employer's  plan,  loans are  permitted  against the
Annuity  Account Value of certain TSA and  Corporate  Trusteed  Contracts  only.
Loans under a Corporate Trusteed Contract,  however, may not be available in all
states.  Loans under TSA and Corporate  Trusteed Contracts are restricted by the
rules of the Code.  In  addition,  ERISA rules  apply to loans  under  Corporate
Trusteed  Contracts and under  individual  TSA  Contracts  where the TSA plan is
subject to Title I of ERISA.

Loans are not available  under  University  TSA Contracts and under any TSA when
the Required Minimum  Distributions Option (described later in this section) has
been elected.

The EQUI-VEST  program permits only one loan at any one time.  Before a loan can
be made under either a Corporate Trusteed or TSA Contract,  a properly completed
loan  request  form  must be  signed.  Participants  should  read the  terms and
conditions  contained in this document  carefully and consult with a tax adviser
before  taking  out a loan.  A loan  request  form  can be  obtained  from  your
Equitable Representative,  by writing to our Processing Office or by calling our
toll-free number.  In the case of Corporate  Trusteed and certain TSA Contracts,
the written consent of the  Participant's  spouse will be required before a loan
can be made.  More details of the loan provisions are stated in the Contract and
on the loan request form.

A loan will not be  treated  as a taxable  distribution  when made to the extent
that it conforms to Code limits. If the loan fails to qualify under Code limits,
or if interest and principal is not repaid when due, or, in some  instances,  if
service with the employer terminates, the amount borrowed and not yet repaid may
be treated as a taxable distribution.

The amount and terms of loans under TSA and  Corporate  Trusteed  Contracts  are
discussed  in  "Part  1:  Additional  Loan  Provisions"  in  the  SAI.  The  tax
consequences  of failure to repay a loan are  substantial  and are  discussed in
"Part 9: Federal Tax and ERISA Matters" and in Part 1 of the SAI.

ASSIGNMENT AND FUNDING CHANGES

Generally,  the Contract  Owner may not assign a Contract for any purpose  other
than to effect a  tax-free  exchange;  however,  a trustee  owner of a  Trusteed
Contract can transfer  ownership  to the  Annuitant.  We will not be bound by an
assignment  unless it is in writing and we have  received  it at the  Processing
Office.  In some cases,  an assignment  may have adverse tax  consequences.  See
"Part 9: Federal Tax and ERISA Matters."

An employer  or trustee  can change the  funding  vehicle for an EDC or Trusteed
Contract,  respectively.  You can change the  funding  vehicle  for an NQ,  TSA,
Traditional IRA, Roth IRA, SIMPLE IRA or SEP Contract.

PARTIAL WITHDRAWALS AND TERMINATION

You may withdraw  funds from or terminate  your  Contract at any time before the
Contract  annuitizes  and  while  the  Annuitant  is  alive.   Subject  to  Code
restrictions,  you may  withdraw  funds from your  Contract  in any amount of at
least  $300 but the  Annuity  Account  Value  should be at least  $500 after the
withdrawal is made. Unless you specify otherwise, withdrawals will be taken on a
pro rata basis from the Investment Funds and the Guaranteed Interest Account. We
will make withdrawals from the Fixed


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<PAGE>

Maturity Periods as you direct.  Partial  withdrawals or terminations may result
in a contingent  withdrawal  charge,  explained fully in "Part 7: Deductions and
Charges."  Withdrawals  are generally  taxable and may be subject to tax penalty
when the withdrawal is taken prior to age 59 1/2. In some cases,  withdrawals or
termination may be prohibited or limited by the terms of your  retirement  plan.
We may be required to withhold income taxes from the amount withdrawn. See "Part
9:  Federal Tax and ERISA  Matters."  Partial  withdrawals  or  terminations  of
amounts held in the Fixed  Maturity  Periods  prior to an  Expiration  Date will
result in a market value adjustment. See "Market Value Adjustment for Transfers,
Withdrawals or Termination Prior to the Expiration Date" in Part 5.

To  make a  withdrawal  or  termination,  you  should  complete  a  Request  for
Disbursement form which leads you through the withdrawal process,  step by step.
This form is available from your Equitable Representative or from our Processing
Office. In order to process your request, we may require additional  information
or signatures,  depending on the provisions of your Contract or retirement plan.
If we have received the information we require, the requested partial withdrawal
or termination  will become  effective on the Transaction Date and proceeds will
be mailed within seven days thereafter.  If we receive only partially  completed
information,  we  will  return  the  request  to you  for  completion  prior  to
processing.

We may terminate  your  Contract and pay your Annuity  Account  Value,  less any
outstanding  loan (and accrued  interest) (1) if no  contributions  are made for
three Contract Years and the Annuity  Account Value is less than $500, or (2) if
you request a partial  withdrawal that would result in the Annuity Account Value
falling below $500. We may also terminate your Contract if no contributions  are
made within 120 days from the  Contract  Date.  For group  certificates,  we may
terminate your certificate if no contributions are made within 120 days from the
issue date.

The  amount of any  outstanding  loan  balance  plus any  applicable  contingent
withdrawal  charge on the loan balance will be deducted  from the proceeds  paid
upon termination.

For  participants  in a Texas  Optional  Retirement  Program,  Texas law permits
withdrawals  only  after  one  of  the  following  distributable  events  occur:
attainment of age 70 1/2, death, retirement, or termination of employment in all
Texas public institutions of higher education. To make a withdrawal,  a properly
completed  written  acknowledgment  must be  received  from the  employer.  If a
distributable  event occurs prior to your being vested,  any amounts provided by
an employer's first-year matching contribution will be refunded to the employer.
We reserve the right to change these provisions  without your consent,  but only
to the extent necessary to maintain compliance with applicable law.

THIRD PARTY TRANSFERS OR EXCHANGES

You may  request  that your  Contract  be  exchanged  for  another  contract  or
certificate   issued  by  another   carrier  at  any  time  by  completing   the
Transfer/Rollover  of Assets or 1035 Exchange to Another Carrier form. This form
contains  specific  delivery  instructions  and is available from your Equitable
Representative.

A contingent  withdrawal  charge and third party transfer charge, if applicable,
may be imposed on your Annuity  Account Value prior to the transfer or exchange.
Any higher  investment  return which you anticipate as a result of this transfer
or exchange may be outweighed by the cost of these charges,  if applicable.  See
"Part 7:  Deductions  and  Charges."  Consult your tax or legal  adviser  before
making any such transfers or exchanges.

REQUIREMENTS FOR DISTRIBUTIONS

Payouts may be subject to applicable withdrawal charges. See "Part 7: Deductions
and Charges."  Distributions  may also be taxable and subject to tax  penalties.
See "Part 9:  Federal  Tax and ERISA  Matters."  Amounts  in the Fixed  Maturity
Periods that are applied to a  distribution  option prior to an Expiration  Date
will result in a market  value  adjustment.  See "Market  Value  Adjustment  for
Transfers, Withdrawals or Termination Prior to the Expiration Date" in Part 5.

Traditional IRA, EDC,  Annuitant-Owned  HR-10, SEP, SIMPLE IRA, TSA and Trusteed
Contracts  are  subject  to the Code's  minimum  distribution  requirements  for
qualified plans. Generally,  distributions from these Contracts,  except for all
types of Traditional  IRAs and any contract where the annuitant is a 5% business
owner,  must commence by the later of April 1st of the calendar  year  following
the  calendar  year in which the  annuitant  attains age 70 1/2, or retires from
service with the employer sponsoring the plan. Subsequent  distributions must be
made  by  December  31st  of  each  calendar  year.  If  the  required   minimum
distribution  is not  made,  a  penalty  tax in an  amount  equal  to 50% of the
difference  between the amount  required to be withdrawn and the amount actually
withdrawn  may  apply.  See  "Part  9:  Federal  Tax and  ERISA  Matters"  for a
discussion  of  various  special  rules  concerning  the  minimum   distribution
requirements.

In addition,  distributions from a qualified plan, including our prototype plans
through which  Annuitant-Owned  HR-10  Contracts are issued,  are subject to the
provisions of the plan document.  For  Traditional IRA and SIMPLE IRA retirement
benefits  subject  to  minimum  distribution  requirements,  we will send a form
listing the distribution options 


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<PAGE>

available  during  the year you  attain  age 70 1/2 (if you have not  annuitized
before that time).

DISTRIBUTION OPTIONS

The Contract is an annuity  contract,  even though you may elect to receive your
benefits in a non-annuity  form. In addition to a lump sum distribution  option,
two other  types of  distribution  options  are  available:  income  annuity and
flexible payment distribution options.

An annuity form of distribution option or "annuitization" pays out contributions
and earnings under the Contract in installments  over a specified period or over
the Annuitant's life.  Annuitization payments, if selected, are calculated as of
the annuitization date chosen,  which is on file with our Processing Office. You
can change  this date by writing to our  Processing  Office  anytime  before the
date, subject to certain restrictions as described in the Contract.

Except for EDC,  Trusteed and NQ  Contracts,  the  Contract  Owner is always the
Annuitant.  In an EDC or Trusteed  Contract,  the  Annuitant  is  generally  the
covered employee. For EDC Contracts, the employer is the Contract Owner and, for
Trusteed Contracts,  the Owner is the plan trustee.  For NQ Contracts,  Contract
Owners may name an Annuitant other than themselves if they wish.

INCOME ANNUITY DISTRIBUTION OPTIONS:

o  LIFE  ANNUITY:  An  annuity  which  guarantees  payments  for the rest of the
   Annuitant's  life.  Payments  end with the last  monthly  payment  before the
   Annuitant's  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 guarantees payments for the
   rest of the Annuitant's  life. In addition,  if the Annuitant dies before the
   end of a  selected  period  of time (the  "certain  period"),  payments  will
   continue  to the  beneficiary  for the  balance of the  certain  period.  The
   certain period cannot exceed life  expectancy of the Annuitant (or joint life
   expectancy  of  the  Annuitant  and  the  Annuitant's  spouse  for  qualified
   retirement  plans).  A life annuity with a certain  period of 10 years is the
   normal form of annuity under NQ Contracts.

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

o  PERIOD CERTAIN ANNUITY:  This annuity form guarantees payments for a specific
   period of time,  usually  5, 10, 15 or 20 years,  and does not  involve  life
   contingencies.  It does not permit any repayment of the unpaid principal,  so
   you could not elect to receive part of the  payments as a single-sum  payment
   with the rest paid in monthly  annuity  payments.  This is the normal form of
   annuity for Annuitants in governmental EDC plans in New York. Currently, this
   annuity option is available only as a fixed annuity.

o  JOINT AND SURVIVOR LIFE ANNUITY:  This annuity form  guarantees  payments for
   the rest of the Annuitant's life and, after his or her death, continuation of
   payments to the survivor.  Generally,  unless the Annuitant  elects otherwise
   with the  written  consent of the  spouse,  this will be the  normal  form of
   annuity  payment for married  Annuitants  under  qualified  plans and certain
   TSAs.

All of the life annuity  distribution options outlined above (with the exception
of Joint and Survivor Life Annuity) are available as either Single or Joint life
annuities. Life annuity distribution options are not available for Annuitants in
governmental EDC plans in New York.

FIXED AND VARIABLE ANNUITY FORMS:

We offer the annuity  distribution  options  outlined  above in fixed  form.  In
variable form, only the following options are available: Life Annuity (except in
New York),  Life Annuity -- Period  Certain,  Joint and  Survivor  Life (100% to
Survivor) and Joint and Survivor Life Period Certain Annuity (100% to Survivor).
Life  annuity   distribution   options  are  not  available  for  Annuitants  in
governmental EDC plans in New York. Fixed annuity  payments,  funded through our
general  account,  do not change  and will be based on the tables of  guaranteed
annuity  payments  in  your  Contract  or on our  then  current  annuity  rates,
whichever is more favorable for the Annuitant.  For all  Annuitants,  the normal
form of annuity  provides for fixed payments.  Variable  payments will be funded
through  your choice of  Investment  Funds of the HRT  through  the  purchase of
annuity  units.  The amount of each  variable  annuity  payment  may  fluctuate,
depending upon the performance of the Investment Fund. Variable benefits are not
allowed for governmental EDC plans in New York. See "Annuity Unit Values" in the
SAI.

We also make the variable annuity distribution option available to owners of our
single premium deferred annuity (SPDA) contracts.  SPDA  contractholders who are
considering  purchasing a variable  distribution option should also review "Part
2:  Separate   Account  A  and  Its  Investment   Funds,"  "Part  3:  Investment
Performance,"  the  Hudson  River  Trust  prospectus  (directly  following  this
prospectus)  and the sections of 


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<PAGE>

the  Statement of  Additional  Information  which  discuss the variable  annuity
distribution option.

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

For each annuity distribution option, we will issue a separate written agreement
putting the option into effect.  Before we pay any annuity  benefit,  we require
the return of the Contract. If your Contract is lost, you must provide us with a
written statement to this effect.

If, at the time you elect an annuity  distribution  option,  the Annuity Account
Value is less than $2,000 or the  initial  payment  under the option  elected is
less than $20, we reserve the right to pay the Annuity Account Value in a single
sum rather than as payments under the annuity form chosen.

The size of the payments will depend on the form of annuity (fixed or variable),
the amount  applied to purchase the annuity,  the type of annuity chosen and, in
the case of a life annuity  distribution  option,  the  Annuitant's  age (or the
Annuitant's and joint annuitant's ages) and in certain instances, the sex of the
Annuitant(s).  Once an annuity  distribution  option is chosen and payments have
commenced,  no change can be made,  other than  transfers  (if  permitted in the
future) among the investment funds if a variable annuity is selected.

A $350  administrative  charge will generally  apply upon the election of a life
contingent annuity  distribution  option. In no event will a Contract Owner ever
receive less than the minimum amounts guaranteed by the Contract.

FLEXIBLE PAYMENT DISTRIBUTION OPTIONS:

o  PARTIAL  WITHDRAWALS:  See  "Partial  Withdrawals  and  Termination"  in this
   section.

o  SYSTEMATIC WITHDRAWAL:  You may elect either at the time of Contract issue or
   anytime  thereafter  to have  an  amount  periodically  withdrawn  from  your
   Contract.  (Currently not available for EDC, Trusteed,  HR-10 Annuitant-Owned
   Contracts,  or a TSA Contract if it has an outstanding loan.) A check for the
   amount  withdrawn  will be made payable to you and mailed to your address or,
   if you prefer,  we will  electronically  transfer the money to your  checking
   account.  You determine on which day of the month (1st through 28th) you wish
   to have the Systematic  Withdrawal  occur. A minimum Annuity Account Value in
   the  Investment  Funds and the  Guaranteed  Interest  Account  of  $20,000 is
   required at the time this feature is elected and you may  terminate it at any
   time.

   The amount  withdrawn  may be either the amount of interest  earned under the
   Guaranteed  Interest Account or a fixed-dollar  amount of the Annuity Account
   Value in the Investment Funds or in the Guaranteed Interest Account. When the
   interest  option is elected,  a minimum of $20,000 must be  maintained in the
   Guaranteed  Interest Account. No minimum Annuity Account Value is required to
   be maintained  when the  fixed-dollar  option is elected.  Withdrawals may be
   scheduled  monthly or quarterly,  subject to minimum amount of $300.  Amounts
   withdrawn  which are in excess of the 10% free corridor amount are subject to
   the contingent withdrawal charge. See "Contingent  Withdrawal Charge" in Part
   7.

o REQUIRED MINIMUM  DISTRIBUTIONS  OPTION:  We offer a payment option,  which we
call  "Required  Minimum  Distributions  Option,"  which is intended to meet the
general  minimum  distribution   requirements  applicable  to  qualified  plans,
Traditional  IRAs,  SEPs,  SIMPLE IRAs,  TSAs, and EDC  Contracts.  See "Part 9:
Federal Tax and ERISA Matters." You may elect the Required Minimum Distributions
Option if the  Annuitant is at least age 70 1/2 and your Contract has an Annuity
Account Value in the Investment Funds and the Guaranteed  Interest Account of at
least $2,000. You can elect the Required Minimum  Distributions Option by filing
the  proper   election  form  with  us.  If  you  elect  the  Required   Minimum
Distributions  Option,  we will  pay out of the  Annuity  Account  Value  in the
Investment  Funds and the Guaranteed  Interest  Account an amount which the Code
requires to be distributed from your Contract.  If such amounts are insufficient
and you  hold  amounts  in the  Fixed  Maturity  Account,  we will  then pay out
required   amounts  from  the  Fixed  Maturity   Account.   In  performing  this
calculation,  we  assume  that the only  funds  subject  to the  Code's  minimum
distribution  requirements are those held under your Contract.  We calculate the
Required Minimum  Distributions  Option amount based on the information you give
us,  the  various  choices  you  make and  certain  assumptions,  including  the
assumption  that you are  required  by law to  receive a  minimum  distribution.
Currently,  the Required  Minimum  Distributions  Option  payments  will be made
annually. We are not responsible for errors that result from inaccuracies in the
information you provide. The choices you can make are described in Part 3 of the
SAI.

   You may elect the Required Minimum Distributions Option for each Contract you
   own,  subject to our rules then in effect.  This election is revocable except
   for EDC Contracts. The Required Minimum Distributions Option is not available
   under Contracts that have an outstanding loan. Generally electing this option
   does not restrict making partial  withdrawals,  or  subsequently  electing an
   annuity distribution option.


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<PAGE>

   The  minimum  check  that  will be sent is $300,  or, if less,  your  Annuity
   Account  Value.  If,  after  the  deduction  of the  amount  of  the  minimum
   distribution,  the total  Annuity  Account  Value is less than  $500,  we may
   terminate the Contract and pay the Cash Value.  See "Partial  Withdrawals and
   Termination" above.

   Any applicable  withdrawal charges will be deducted in addition to the amount
   distributed  under the  Required  Minimum  Distributions  Option.  Withdrawal
   charges  will be deducted on a pro rata basis from the  Investment  Funds and
   the Guaranteed  Interest  Account or, if there is an  insufficient  amount in
   these  Options,  on a pro rata basis  from the Fixed  Maturity  Periods.  See
   "Contingent Withdrawal Charge" in Part 7.

   If you have an EQUI-VEST TSA that was purchased before December 31, 1986 or a
   TSA purchased from another carrier before December 31, 1986 and  subsequently
   transferred to an EQUI-VEST TSA, the amount of your pre-1987  account balance
   is not  subject to the  minimum  distribution  rules at age 70 1/2.  However,
   post-1986 salary reduction contributions and all earnings since that date are
   subject to minimum distribution requirements of Code Section 401(a)(9).

o  DEPOSIT OPTION:  This distribution  option is for NQ Contracts only. Proceeds
   from your NQ Contract can be deposited for a period  selected  (including one
   for as long as the Annuitant  lives),  and will be credited with a guaranteed
   rate of interest for that period.

GUARANTEED DEATH BENEFIT

When the Annuitant Dies

Generally,  upon receipt of acceptable  proof of the Annuitant's  death, we will
pay a death benefit to the beneficiary named in your Contract. You designate the
beneficiary on the  application.  You may change your  beneficiary by writing to
our  Processing  Office.  The  change  is  effective  on the  date  the  written
submission  was signed.  A  beneficiary  change  request must be received by the
Processing Office before the submission of a death claim.

In  general,  the death  benefit is equal to the  greater  of:  (i) the  Annuity
Account Value (less any outstanding loan and accrued interest,  if any) and (ii)
the "minimum death benefit." The minimum death benefit will not be less than all
contributions  made  (less any  applicable  taxes and any  outstanding  loan and
accrued interest, if any) adjusted for total withdrawals.  We will pay the death
benefit to the beneficiary in the form of an annuity  distribution option if you
have chosen such form under your Contract.  If no annuity option is in effect at
the Annuitant's  death, the beneficiary will receive the death benefit in a lump
sum. However,  subject to certain exceptions in the Contract,  our rules then in
effect and any other  applicable legal  requirements,  the beneficiary may elect
to: (a) apply the death benefit to an annuity  distribution option we offer, (b)
apply the death  benefit to provide  any other  form of  distribution  option we
offer,  (c) elect any  combination of forms of  distribution  option,  or (d) in
certain circumstances, continue the Contract.

For Series 300 and 400  Contracts  only,  if the  Annuitant is also the Contract
Owner and the  Owner/Annuitant  elects his or her spouse to be the sole  primary
beneficiary  and to be the  Successor  Annuitant  and Contract  Owner,  then the
surviving  spouse  automatically  becomes both the successor  Contract Owner and
Annuitant, and no death benefit is payable until the surviving spouse's death.

When the Contract Owner Dies before the Annuitant (NQ Contracts Only)

For all NQ  Contracts,  when the  Contract  Owner is not the  Annuitant  and the
Contract  Owner dies before any annuity  distribution  payments have begun,  the
beneficiary  named to receive the death benefit upon the Annuitant's  death will
automatically  succeed as Contract Owner. For Series 300 and 400 Contracts only,
you have the right to designate a Successor Owner either on the application form
or in a written  request sent to our Processing  Office.  The Code requires that
the original  Contract  Owner's  entire  interest in the Contract be  completely
distributed  to the named  beneficiary  by the December 31st following the fifth
anniversary  of such Owner's  death  (unless an annuity  distribution  option is
elected and payments begin within one year after the Contract  Owner's death and
are  made  over  the  beneficiary's  life or over a  period  not  exceeding  the
beneficiary's life expectancy).  If an annuity  distribution option has not been
elected,  as described  above,  we will pay any remaining  Annuity Account Value
(less any applicable  contingent  withdrawal charge) on the fifth anniversary of
the Contract  Owner's death.  If the named  beneficiary is the Contract  Owner's
surviving   spouse  and  has  been   designated  as  the  successor   owner,  no
distributions  are  required  as long  as  both  the  surviving  spouse  and the
Annuitant are living.

YOUR BENEFICIARY

You  designate the  beneficiary  for the death benefit under the Contract on the
application.  You may change  your  beneficiary  by  writing  to our  Processing
Office.  The change is effective on the Transaction  Date. The Owner must be the
beneficiary  under EDC plans and the trustee must be the beneficiary  under most
Trusteed plans. The death benefit  available to the beneficiary is determined as
of the Business Day due proof of death is received at our Processing  Office. On
that  Business Day, the Annuity  Account  Value is deducted from the  Investment
Options and is credited 


                                       53

<PAGE>

with interest at an interest rate not less than the rate required by law. If you
have  transferred the value of another  Equitable Life annuity  contract to your
EQUI-VEST  Contract,   the  value  of  that  contract's  minimum  death  benefit
calculated  as of the time of transfer  will be included in total  contributions
for purposes of calculating the minimum death benefit.

If no benefit option is in effect at the Annuitant's  death, the beneficiary can
select a lump  sum  option  or one of the  forms of  annuity  benefit.  Under an
EQUI-VEST  NQ  Contract,  where the  Annuitant  and Owner are not the same,  the
beneficiary  at the death of the Owner may elect to  continue  the  Contract  by
deferring payment of the entire amount in the Investment Options for a period of
five years from the death of the Original owner;  the beneficiary may also elect
to receive payments within one year of the original owner's death in the form of
a life  annuity or  installment  option for a period of not longer than the life
expectancy of the beneficiary.

At the time of  payment,  subject to our rules in effect,  the  beneficiary  may
elect to apply the single sum payment to a new EQUI-VEST NQ Contract  which will
be owned by the beneficiary.

If a  beneficiary  selects  a lump  sum  option  or  applies  some or all of the
benefits to an EQUI-VEST  NQ Contract,  we will issue a Form 1099-R for the year
of payment advising the Internal  Revenue Service of the  distribution  from the
original EQUI-VEST NQ Contract.

Under all Contracts,  any option  selected must provide for  distribution of the
Annuity  Account Value within the period of time  permitted by the Code. For EDC
Contracts,  benefits must be distributed  within a period not to exceed 15 years
(or within  the period of the life  expectancy  of the  surviving  spouse if the
spouse  is the  designated  beneficiary).  See  "Part 9:  Federal  Tax and ERISA
Matters."

If a lump sum is selected,  it is  generally  paid  through the  Equitable  Life
Access  Account,(TM) an interest  bearing  checking  account.  A beneficiary has
immediate  access to the  proceeds  by  writing a check on the  account.  We pay
interest from the date the lump sum is deposited  into the Access  Account until
the date the Access Account is closed.

PROCEEDS

Application of proceeds from the Investment Funds to a variable annuity, payment
of a death benefit from the  Investment  Funds and payment of any portion of the
Annuity  Account Value in the Investment  Funds (less any applicable  withdrawal
charge) will be made within seven days after the Transaction  Date.  Payments or
applications  of proceeds  from the  Investment  Funds can be  deferred  for any
period  during which (1) the New York Stock  Exchange is closed or trading on it
is restricted,  (2) sales of securities or determination of the fair value of an
Investment Fund's assets is 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 of any
portion of the Annuity Account Value in the Guaranteed  Interest  Account and in
the Fixed Maturity Account for up to six months while you are living.


                                       54
<PAGE>

- --------------------------------------------------------------------------------
                         PART 7: DEDUCTIONS AND CHARGES
- --------------------------------------------------------------------------------

ALL CONTRACTS

Most charges applied to your Contract apply to all Investment Options.  However,
HRT and EQAT Charges to Portfolios and Charges to Investment  Funds do not apply
to the  Guaranteed  Interest  Account  or to the  Fixed  Maturity  Account.  See
"Allocation of Certain Charges to the Fixed Maturity Account" in this section.

CHARGES TO PORTFOLIOS

Investment  advisory  fees  charged  daily  against the Trusts'  assets,  direct
operating  expenses  of  the  Trusts  (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 Trusts  (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 maximum
investment  advisory  fees paid annually by the  Portfolios  cannot be increased
without a vote of that Portfolio's shareholders.

Investment  advisory fees are established under investment  advisory  agreements
between  HRT  and  its  investment  manager,  Alliance,  and  between  EQAT,  EQ
Financial,  as Manager and the EQAT Advisers. All of these fees and expenses are
described  more  fully in the  prospectuses  of HRT and EQAT.  Since  shares are
purchased  at their net asset  value,  these fees and  expenses  are, in effect,
passed on to the Separate  Account and are  reflected in the  Accumulation  Unit
Values for the Investment Funds. The maximum fees are as follows:

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

                                              MAXIMUM
                                        INVESTMENT ADVISORY
HRT PORTFOLIO                            FEE (ANNUAL RATE)
- -------------------------------------------------------------

Alliance Money Market                          0.350%
Alliance Intermediate Government
   Securities                                  0.500%
Alliance High Yield                            0.600%
Alliance Quality Bond                          0.525%
Alliance Growth and Income                     0.550%
Alliance Equity Index                          0.325%
Alliance Common Stock                          0.475%
Alliance Global                                0.675%
Alliance International                         0.900%
Alliance Aggressive Stock                      0.625%
Alliance Small Cap Growth                      0.900%
Alliance Conservative Investors                0.475%
Alliance Balanced                              0.450%
Alliance Growth Investors                      0.550%
- -------------------------------------------------------------

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

                                              MAXIMUM
                                            INVESTMENT
                                          MANAGEMENT AND
EQAT PORTFOLIO                             ADVISORY FEE
                                          (ANNUAL RATE)
- -------------------------------------------------------------

T. Rowe Price International Stock              0.75%
T. Rowe Price Equity Income                    0.55%
EQ/Putnam Growth & Income Value                0.55%
EQ/Putnam Balanced                             0.55%
MFS Research                                   0.55%
MFS Emerging Growth Companies                  0.55%
Morgan Stanley Emerging Markets 
  Equity                                       1.15%
Warburg Pincus Small Company Value             0.65%
Merrill Lynch World Strategy                   0.70%
Merrill Lynch Basic Value Equity               0.55%
- -------------------------------------------------------------

EQ Financial  has entered into expense  limitation  agreements  with EQAT,  with
respect to each Portfolio, pursuant to which EQ Financial has agreed to waive or
limit its fees and to assume other  expenses so that the total annual  operating
expenses of each Portfolio other than interest,  taxes,  brokerage  commissions,
other  expenditures  which are capitalized in accordance with generally accepted
accounting principles, other extraordinary expenses not incurred in the ordinary
course of each  Portfolio's  business and amounts  pursuant to a plan adopted in
accordance  with Rule 12b-1 under the 1940 Act are  limited to certain  amounts.
See the EQAT prospectus for details.

The Rule 12b-1 Plan provides  that EQ Trust,  on behalf of each  Portfolio,  may
charge  annually  up to 0.25% of the  average  daily net  assets of a  Portfolio
attributable to its Class IB shares in respect of activities  primarily intended
to result in the sale of the Class IB shares. This fee will not be increased for
the life of the Certificates.  Fees and expenses are described more fully in the
EQ Trust prospectus.

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 distribution option
if elected.  The  current  tax charge that might be imposed  varies by state and
ranges  from 0% to 3.50%;  however,  the rate is 1% in Puerto Rico and 5% in the
Virgin Islands.


                                       55
<PAGE>

We reserve the right to deduct any such charge  from each  contribution  or from
distributions  or upon  termination.  If we have  deducted  any  applicable  tax
charges from contributions,  we will not deduct a charge for the same taxes at a
later time.  If,  however,  an additional  tax is later imposed upon us when you
withdraw,  terminate  or  annuitize,  we reserve the right to deduct a charge at
such time.

- --------------------------------------------------------------------------------
                  EQUI-VEST TRADITIONAL IRA, QP IRA, ROTH IRA,
                        SEP, SIMPLE IRA AND NQ CONTRACTS
                            (SERIES 300 AND 400 ONLY)
- --------------------------------------------------------------------------------

CHARGES TO INVESTMENT FUNDS

We make a daily charge at a guaranteed  maximum  effective  annual rate of 1.35%
against  the  assets  held in each  of the  Investment  Funds.  This  charge  is
reflected in the Accumulation Unit Values for the particular Investment Fund and
covers  mortality  and expense risk charges of 1.10% and expenses of 0.25%.  The
current  charge  is .24%  against  the  assets  of the HRT and  EQAT  Funds  for
expenses,  except as noted.  We reserve the right to increase the charge back to
the maximum at our  discretion.  This period will remain in effect until further
notice.  We charge  0.25%  against  the  assets of the  Alliance  Money  Market,
Alliance Common Stock, Alliance Aggressive Stock, and Alliance Balanced Funds.

The mortality  and expense risk charge is comprised of 0.60% for mortality  risk
and 0.50% for expense  risk,  although the  allocation of these risk charges may
vary.  We assume a mortality  risk by (a) our  obligation to pay a death benefit
that will not be less than the total value of all  contributions  made (less any
applicable  taxes)  adjusted for total  withdrawals,  (b) our obligation to make
annuity  payments for the life of the Annuitant under  guaranteed  fixed annuity
options, regardless of the Annuitant's longevity, (c) our guarantees relating to
annuity  purchase  rates,  the actuarial basis for which can be changed only for
new  contributions  and only on the fifth  anniversary  of the Contract Date and
every five years  thereafter,  and (d) our  obligation  to waive the  contingent
withdrawal charge upon the payment of a death benefit.

The expense risk we assume is the risk that,  over time,  our actual  expense of
administering  the  Contracts  may exceed the amounts  realized from the expense
charge and the annual  administrative  expense charge. Part of the mortality and
expense  risk  charge may be  considered  to be an  indirect  reimbursement  for
certain sales and promotional  expenses  relating to the Contracts to the extent
that the charge is not needed to meet the actual expenses incurred.

The  charge  for  expenses,  together  with  the  annual  administrative  charge
described  below,  is  designed  to  reimburse  us for our  costs  in  providing
administrative services in connection with the Contracts.

ANNUAL ADMINISTRATIVE CHARGE

On the last  Business  Day of each  Contract  Year,  we deduct  from the Annuity
Account Value an annual  administrative  charge equal to the lesser of $30 or 2%
of the Annuity  Account  Value on such  Business  Day for the first two Contract
Years, and $30 for each Contract Year  thereafter.  This charge is deducted on a
pro rata basis from the Investment  Funds and the Guaranteed  Interest  Account,
and from the Fixed Maturity Account should  collection from the other Options be
insufficient  and we have not been  otherwise  reimbursed.  This  charge will be
prorated for a fractional  year if,  before the end of the  Contract  Year,  you
surrender your Contract, the Annuitant dies or you elect an annuity distribution
option.  Accumulation  Units will be redeemed in order to pay any portion of the
charge deducted from an Investment Fund. Any portion of the charge deducted from
the  Guaranteed  Interest  Account or Fixed  Maturity  Account is  withdrawn  in
dollars.

We  reserve  the  right to  increase  this  charge if our  administrative  costs
increase, but the charge is guaranteed never to exceed $65 annually,  subject to
applicable law. We also reserve the right to eliminate the administrative charge
for Traditional IRA, Roth IRA, SEP, SARSEP, SIMPLE IRA and NQ Contracts having a
minimum Annuity Account Value of a specified amount currently set at $25,000 for
NQ, and $20,000 for the other markets, on the last Business Day of each Contract
Year.  We also  reserve the right to deduct this charge on a  quarterly,  rather
than annual, basis.

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 Contracts,  we assess a charge on amounts  withdrawn when you make a
partial  withdrawal  or terminate  your  Contract if the amount  withdrawn is in
excess of the free corridor  amount (defined in this section) or if no exception
applies. The amount of the


                                       56

<PAGE>

EQUI-VEST  TRADITIONAL IRA, QP, IRA, ROTH IRA, SEP, SIMPLE IRA, AND NQ CONTRACTS
(SERIES 300 AND 400 ONLY) (CONTINUED)

withdrawal and the applicable  withdrawal  charge are deducted pro rata from the
Investment Funds and the Guaranteed Interest Account and from the Fixed Maturity
Account should  collection  from the other Options be  insufficient.  The amount
deducted to pay the withdrawal charge is also subject to the withdrawal charge.

The contingent  withdrawal  charge is equal to 6% of the amount  attributable to
withdrawn  contributions  which  have been made in the  current  and five  prior
Contract Years. In the case of a termination, we will pay the greater of (i) the
Annuity Account Value after the withdrawal charge has been imposed, as described
above,  or (ii) the free  corridor  amount  plus  94% of the  remaining  Annuity
Account Value.  For purposes of calculating  the withdrawal  charge (1) we treat
contributions as being withdrawn before earnings on a first-in, first-out basis,
and (2) amounts  withdrawn up to the free corridor  amount are not  considered a
withdrawal of contributions. Although we treat contributions as withdrawn before
earnings for purposes of calculating the withdrawal  charge,  the Federal income
tax law treats  earnings on most NQ Contracts as withdrawn  first.  See "Part 9:
Federal Tax and ERISA Matters."

We reserve the right to change the amount of the contingent  withdrawal  charge,
provided  that it will  not  exceed  6% of the  amount  deemed  attributable  to
withdrawn  contributions.  Applicable regulations would not permit such a change
where  it  would  be  unfairly  discriminatory  to  any  person.  Moreover,  the
withdrawal  charge  will be reduced if needed in order to comply  with any state
law that  applies.  See New York  Contracts  -- Fixed  Maturity  Account in this
section.  The tax  consequences  of  withdrawals  are  discussed  under "Part 9:
Federal Tax and ERISA Matters."

Free Withdrawal Amount (Free Corridor)

No  withdrawal  charge  will be applied  during any  Contract  Year in which the
amount  withdrawn is less than or equal to 10% of the Annuity  Account  Value at
the time the  withdrawal  is  requested  minus any amount  previously  withdrawn
during that Contract Year. This 10% portion is called the FREE CORRIDOR  AMOUNT.
Any withdrawal  requested that exceeds the free corridor  amount will be subject
to the  contingent  withdrawal  charge,  unless one of the following  exceptions
applies.

Exceptions to the Contingent Withdrawal Charge

A  contingent  withdrawal  charge  will not apply upon any of the events  listed
below:

o  the Annuitant dies and a death benefit is payable to the beneficiary; or

o  we receive a properly  completed  election  form  providing  for the  Annuity
   Account Value to be used to buy a life contingent annuity.

A contingent withdrawal charge will not apply in the following events.  However,
we reserve the right to impose a contingent  withdrawal  charge,  in  accordance
with your  Contract and  applicable  state law, for  preexisting  conditions  or
conditions which began within 12 months of your Contract Date for these events:

o  the Annuitant has qualified to receive Social Security disability benefits as
   certified by the Social Security Administration; or

o  we receive proof  satisfactory to us that the Annuitant's  life expectancy is
   six  months  or  less  (such  proof  must  include,  but is not  limited  to,
   certification by a licensed physician); or

o  the  Annuitant  has been  confined  to a nursing  home for more than a 90-day
   period (or such other  period,  if  required  in your state) as verified by a
   licensed  physician.  A nursing home for this purpose  means one which is (a)
   approved by Medicare as a provider of skilled  nursing care  service,  or (b)
   licensed as a skilled  nursing  home by the state or territory in which it is
   located  (it must be within the  United  States,  Puerto  Rico,  U.S.  Virgin
   Islands, or Guam) and meets all of the following:

   --   its main  function is to provide  skilled,  intermediate,  or  custodial
        nursing care;

   --   it provides continuous room and board to three or more persons;

   --   it is supervised by a registered nurse or licensed practical nurse;

   --   it keeps daily medical records of each patient;

   --   it controls and records all medications dispensed; and

   --   its primary service is other than to provide housing for residents.

Additionally,  a withdrawal  charge will not apply to a Traditional IRA, QP IRA,
Roth IRA, SIMPLE IRA, or SEP Contract upon the following events:

o  the Annuitant has completed at least six Contract  Years and has attained age
   59 1/2; or

o  a request is made for a refund of a contribution in excess of amounts allowed
   to be  contributed  under the Code  within one month of the date on which the
   contribution is made.


                                       57

<PAGE>

EQUI-VEST  TRADITIONAL  IRA, QP IRA, ROTH IRA, SEP,  SIMPLE IRA AND NQ CONTRACTS
(SERIES 300 AND 400 ONLY) (CONTINUED)

New York Contracts -- Fixed Maturity Account

For Contracts issued in New York, the contingent withdrawal charge applicable to
contributions to the Fixed Maturity Account  (including  amounts  transferred to
that Account from the other Investment Options) and which are withdrawn from the
Fixed Maturity Account, will never exceed 6%; however, the contingent withdrawal
charge could be lower.

For the Fixed Maturity  Account,  the contingent  withdrawal  charge will be the
greater of that determined by applying the New York Declining Scale  ("Declining
Scale") and the New York Alternative Scale ("Alternative  Scale"), not to exceed
6%. As to the withdrawal of amounts that have been transferred  within the Fixed
Maturity Account from one Maturity Period to another,  the Alternative  Scale is
applied if it produces a higher charge than the Declining Scale.

- -------------------------------------------------------------
       DECLINING SCALE              ALTERNATIVE SCALE
- -------------------------------------------------------------
   Year of Investment in         Year of Transfer within
   Fixed Maturity Account*       Fixed Maturity Acount*

   Within Year 1         6%      Within Year 1         5%
          2              6%             2              4%
          3              5%             3              3%
          4              4%             4              2%
          5              3%             5              1%
          6              2%      After Year 5          0%
   After Year 6          0%

                                 Not to  exceed  1% times  
                                 the  number  of years
                                 remaining  in Maturity  
                                 Period,  rounded to the
                                 higher number of years.  
                                 In other words, if 4.3
                                 years remain, it would 
                                 be a 5% charge.

- -------------------
*  Measured  from  the  Contract  Anniversary  Date  prior  to the  date  of the
contribution or transfer.
- --------------------------------------------------------------------------------

For  example,  compare  the  withdrawal  charge  that would be  applicable  to a
withdrawal from a Series 400 Traditional  IRA, QP IRA or NQ Contract that has an
Annuity Account Value of $10,000-$8,000  from contributions made three years ago
and $2,000 from positive investment performance.

o  If the total amount of contributions are withdrawn within the first six years
   after they were made, the normal Series 400  withdrawal  charge would be $480
   (6% of $8,000). However, if the contributions were made to the Fixed Maturity
   Account,  the  withdrawal  charge  would be lower.  According to the New York
   Declining  Scale described  above,  in the third year, the withdrawal  charge
   would be limited to 5% of the $8,000, or $400.

o  Now  assume  that,  although  the  contributions  had been  made to the Fixed
   Maturity  Account  three years ago, they were  transferred  to a new Maturity
   Period  within the Fixed  Maturity  Account in the third  year,  and  further
   assume that there is exactly one year  remaining  in the  Maturity  Period to
   which the amounts were  transferred.  Because there was a transfer within the
   Fixed Maturity Account,  the New York Alternative Scale may now apply.  Based
   on this Scale, a contribution that was so transferred will be subject to a 5%
   withdrawal charge, if withdrawn in the year of the transfer,  such charge not
   to exceed 1% for each year remaining in the Maturity  Period.  Since, in this
   example,  the time remaining is exactly one year, the Alternative Scale would
   limit the withdrawal  charge to 1%. However,  New York regulations allow that
   the  greater  of the  Declining  Scale  or the  Alternative  Scale  is  used.
   Therefore, the withdrawal charge would be 5%, or $400, based on the Declining
   Scale.

o  In no event would the  contingent  withdrawal  charge  exceed that  otherwise
   applicable  under the  Contract;  application  of the New York Scale can only
   result in a lower charge.  Thus, if a  contribution  had been in the Contract
   for more than six years and was thus exempt from a withdrawal charge, no such
   charge would be applicable.

o  For  withdrawals  from an  Investment  Option  other than the Fixed  Maturity
   Account, the amount available for withdrawal without a contingent  withdrawal
   charge is  reduced  by the  amount  of  contributions  in the Fixed  Maturity
   Account to which no withdrawal charge applies.

o  As of any date on which 50% or more of your Annuity  Account Value is held in
   the Fixed Maturity Account, the free corridor amount is zero.

o  If you have not made a prior election for the  reinvestment  of your Maturity
   Amount when it reaches the Expiration Date, such Amount will be reinvested in
   whichever Fixed Maturity Period then offered has the nearest Expiration Date;
   if no Fixed Maturity Periods are being offered,  it will be reinvested in the
   Money Market Fund.

The potential for the  contingent  withdrawal  charge  applicable to withdrawals
from the Fixed Maturity Account to be lower than the otherwise applicable charge
and the potential for the free corridor  amount to also be lower than that which
would  otherwise  apply  should  be  considered  in  making  allocations  to, or
transfers to or from, the Fixed Maturity Account.


                                       58

<PAGE>

EQUI-VEST  TRADITIONAL  IRA, QP IRA, ROTH IRA, SEP,  SIMPLE IRA AND NQ CONTRACTS
(SERIES 300 AND 400 ONLY) (CONCLUDED)

ALLOCATION OF CERTAIN CHARGES TO THE FIXED MATURITY ACCOUNT

The annual  administrative  charge and the contingent  withdrawal charge will be
deducted from the  Guaranteed  Interest  Account and the  Investment  Funds,  as
discussed  above. In the event that amounts in those Options are insufficient to
cover these charges, we reserve the right to deduct those charges from the Fixed
Maturity  Periods.  Charges applied to the Fixed Maturity Periods are considered
withdrawals and, as such, will result in a market value adjustment. See "Part 5:
The Fixed Maturity Account."

CHARGE ON THIRD PARTY TRANSFER OR EXCHANGE

If you ask us to make a direct  transfer to a third party of amounts  under your
Contract,  or request that your  Contract be exchanged  for another  contract or
certificate issued by another carrier,  we deduct from the Annuity Account Value
both a contingent  withdrawal charge as described above (if any) and (except for
Series 300 Contracts in Florida) a charge of $25 per occurrence.  We reserve the
right to increase  this $25 fee to a maximum of $65 for each direct  transfer or
exchange.

- --------------------------------------------------------------------------------
ALL EQUI-VEST EDC, TSA AND TRUSTEED CONTRACTS PLUS TRADITIONAL IRA, QP IRA, ROTH
IRA, SEP, SIMPLE IRA AND NQ (SERIES 100 AND 200 ONLY)
- --------------------------------------------------------------------------------

LIMITATION ON CHARGES

Under the terms of these  Contracts,  for the Alliance  Money  Market,  Alliance
Balanced,  Alliance  Common  Stock and  Alliance  Aggressive  Stock  Funds,  the
aggregate  amount of the Separate  Account  charge made to those Funds,  the HRT
charges for investment  advisory fees and the direct  operating  expenses of the
HRT may not exceed a total  effective  annual  rate of 1.75% of the value of the
assets held in those Investment Funds.

CHARGES TO INVESTMENT FUNDS

We make a daily charge against the assets held in each of the Investment  Funds.
This charge is  reflected  in the  Accumulation  Unit Values for the  particular
Investment  Fund and covers  expenses,  expense risks,  mortality risks (for the
annuity rate  guarantee),  death  benefits (for the minimum  death  benefit) and
financial  accounting.  For the Alliance  Money  Market,  Alliance  Balanced and
Alliance Common Stock Funds, the charge is made at an annual rate guaranteed not
to exceed 1.49%.  For all other Investment Funds of the HRT and EQAT, the charge
is made at an annual rate guaranteed not to exceed 1.34%.

Specific charges for each series are set forth below:

- -------------------------------------------------------------
                         SERIES 100
- -------------------------------------------------------------
                                ALLIANCE
                             MONEY MARKET,
                           ALLIANCE BALANCED,
                            ALLIANCE COMMON       OTHER
                              STOCK FUNDS         FUNDS
- -------------------------------------------------------------
Expenses                          .60%             .60%
Expense Risks                     .30              .15
Mortality Risks                   .30              .30
Death Benefits                    .05              .05
Financial Accounting              .24              .24
- -------------------------------------------------------------

- -------------------------------------------------------------
                         SERIES 200
- -------------------------------------------------------------
                                ALLIANCE
                             MONEY MARKET,
                           ALLIANCE BALANCED,
                            ALLIANCE COMMON       OTHER
                              STOCK FUNDS         FUNDS
- -------------------------------------------------------------
Expenses and Financial
   Accounting                     .25%             .25%
Expense Risks                     .55              .49
Mortality Risks and Death
   Benefits                       .60              .60
- -------------------------------------------------------------

The charge for  expenses is designed to  reimburse  us for various  research and
development  costs  and for  administrative  expenses  that  exceed  the  annual
administrative  charge  described  below. The expense risk we assume is the risk
that,  over  time,  our actual  administrative  expense  may exceed the  amounts
realized from the expense and the annual administrative  expense charges,  which
may not be increased.  We assume a mortality risk by (a) our obligation to pay a
death  benefit  that will not be less than the total value of all  contributions
made  (less  any  applicable  taxes)  adjusted  for total  withdrawals,  (b) our
obligation to make annuity payments for the life of the Annuitant, regardless of
the  Annuitant's  longevity,  (c) our  guarantees  relating to annuity  purchase
rates, and (d) our obligation to waive the contingent withdrawal charge upon the
payment of a death  benefit.  The charge for  financial  accounting  services is
designed to reimburse us for our costs in providing those services in connection
with the  Contracts,  and,  like the charge for  expenses,  is not  designed  to
include  an element of profit.  The total of these  charges  may be  reallocated
among the  categories  of charges shown above;  however,  we intend to limit any
possible  reallocation to include only the charges for expense risks,  mortality
risks and death benefits.


                                       59

<PAGE>

ALL EQUI-VEST EDC, TSA AND TRUSTEED CONTRACTS PLUS TRADITIONAL IRA, QP IRA, ROTH
IRA,  SEP,  SIMPLE IRA AND NQ (SERIES 100 AND 200 ONLY)  (CONTINUED)  

Part of the  respective  charges for expense  risks,  mortality  risks and death
benefits may be considered to be an indirect reimbursement for certain sales and
promotional  expenses  relating to the  Contracts to the extent that the charges
are not needed to meet the actual expenses incurred.

ANNUAL ADMINISTRATIVE CHARGE

Except as discussed  below,  on the last  Business Day of each  Contract Year we
deduct from the Annuity Account Value an annual  administrative  charge equal to
the  lesser  of $30 or 2% of the  Annuity  Account  Value on such  Business  Day
(adjusted  to include  any  withdrawals  made  during the year).  This charge is
deducted from each  Investment  Option on a pro rata basis.  This charge will be
prorated for a fractional  year if,  before the end of the  Contract  Year,  you
surrender your Contract, the Annuitant dies or you elect an annuity distribution
option.  Accumulation  Units will be redeemed in order to pay any portion of the
charge deducted from an Investment Fund.

Any  portion of the charge  deducted  from the  Guaranteed  Interest  Account is
withdrawn in dollars.

Exceptions to Annual Administrative Charge

For IRA, QP IRA, Roth IRA, NQ, SEP,  SIMPLE IRA,  Unincorporated  Trusteed,  and
Annuitant-Owned HR-10 Contracts, the charge is zero if the Annuity Account Value
is at least $10,000 at the end of the Contract Year.

For TSA, EDC and Corporate Trusteed Contracts, the charge is zero if the Annuity
Account Value is at least $25,000 at the end of the Contract Year.

CONTINGENT WITHDRAWAL CHARGE

No sales  charges are  deducted  from  contributions.  However,  to assist us in
defraying the various costs and promotional expenses incurred in connection with
selling the Contracts,  we assess a charge on amounts  withdrawn when you make a
partial  withdrawal  or terminate  your  Contract if the amount  withdrawn is in
excess of the free corridor amount  (defined below) or if no exception  applies.
The  withdrawal  charge is deducted pro rata from the Annuity  Account  Value in
addition to the amount of the requested withdrawal; the amount deducted which is
applied to pay the withdrawal charge is also subject to the withdrawal charge.

Free Withdrawal Amount (Free Corridor)

For NQ,  Trusteed,  TSA and QP IRA  Contracts  (but not IRA,  Roth IRA or QP IRA
group Contracts),  no withdrawal charge will be applied during any Contract Year
in which  the  amount  withdrawn  is less  than or  equal to 10% of the  Annuity
Account  Value  at the  time  the  withdrawal  is  requested  minus  any  amount
previously  withdrawn  during that Contract Year. This 10% portion is called the
FREE CORRIDOR  AMOUNT.  For EDC,  SEP,  SIMPLE IRA and QP IRA Series 100 and 200
group Contracts, the free corridor amount is available only after three Contract
Years have been completed or the Annuitant has reached age 59 1/2.

HOW THE  CONTINGENT  WITHDRAWAL  CHARGE IS APPLIED FOR SERIES 100 AND 200 NQ AND
TRUSTEED CONTRACTS

Partial  withdrawals in excess of the free corridor  amount will be subject to a
withdrawal  charge of 6% of the  amount of the  contributions  made  during  the
current and five prior Contract Years. In the case of a termination, we will pay
the greater of (i) the Annuity  Account  Value after the  withdrawal  charge has
been imposed,  as described  above,  and after giving effect to any  outstanding
loan balance (including accrued interest), or (ii) the free corridor amount plus
94%  of  the  remaining  Annuity  Account  Value.  For NQ  Contracts  issued  to
Annuitants age 59 or older,  this  percentage  will be 95% in the fifth Contract
Year and 96% in the  sixth  Contract  Year.  For  Trusteed  Contracts  issued to
Annuitants age 60 or older,  this  percentage is 95% in the fifth Contract Year.
For NQ and Trusteed  group  Contracts,  there is no reduction in the  contingent
withdrawal  charge  for older  Annuitants  (referred  to above) in the fifth and
sixth Contract Year.

For purposes of calculating the withdrawal charge, (1) we treat contributions as
being withdrawn before earnings, on a first-in, first-out basis, and (2) amounts
withdrawn up to the free corridor  amount are not considered a withdrawal of any
contributions.  Although we treat contributions as withdrawn before earnings for
purposes of  calculating  the withdrawal  charge,  Federal income tax law treats
earnings on most NQ Contracts as withdrawn  first.  See "Part 9: Federal Tax and
ERISA Matters."

No  charge  will be  applied  to any  amount  withdrawn  from an NQ or  Trusteed
Contract if:

o  the  amount   withdrawn  is  applied  to  the  election  of  a  life  annuity
   distribution option; or

o  the  Annuitant   dies  and  the  death  benefit  is  made  available  to  the
   beneficiary.

No charge will be applied to any amount withdrawn from a Trusteed Contract if:

o  the Owner has  completed at least five  Contract  Years and the Annuitant has
   reached age 59 1/2; or

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ALL EQUI-VEST EDC, TSA AND TRUSTEED CONTRACTS PLUS TRADITIONAL IRA, QP IRA, ROTH
IRA,  SEP,  SIMPLE IRA AND NQ (SERIES 100 AND 200 ONLY)  (CONTINUED)  

o  a request is made for a refund of an excess  contribution within one month of
   the date on which the contribution is made.

No charge  will be applied to any amount  withdrawn  from a  Corporate  Trusteed
Contract  if the  Annuitant  has  reached  age 59 1/2 and has either  retired or
terminated employment, regardless of the number of completed Contract Years.

HOW  THE  CONTINGENT  WITHDRAWAL  CHARGE  IS  APPLIED  FOR  SERIES  100  AND 200
TRADITIONAL IRA, ROTH IRA, SEP, SIMPLE IRA, TSA, EDC AND  ANNUITANT-OWNED  HR-10
CONTRACTS

Withdrawals under these Contracts and defaulted loan amounts under TSA Contracts
(in  excess of the free  corridor  amount,  if  applicable)  may be subject to a
charge of up to 6% of the amount withdrawn or the defaulted loan amount,  as the
case may be. The percentage  charged will be based on the Contract Year in which
the withdrawal is made, as shown below:

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

           CONTRACT
           YEAR(S)                        CHARGE
- -------------------------------------------------------------

          1 through 5                        6%*
          6 through 8                        5
          9                                  4
         10                                  3
         11                                  2
         12                                  1
         13 and later                        0

- -------------------
* This percentage will be reduced to 5% for Contracts issued 
  to Annuitants under individual Contracts only, in year 5, 
  if age 60 or older.
- -------------------------------------------------------------

The  total  of  all  withdrawal  charges  assessed  will  not  exceed  8% of all
contributions  made during the current Contract Year and the nine prior Contract
Years before the withdrawal is made.

No charge will be applied to any amount withdrawn from an IRA, Roth IRA, QP IRA,
SEP, SIMPLE IRA, TSA, EDC or  Annuitant-Owned  HR-10 (except for NQ and Trusteed
Contracts) Contract if:

o the  Contract  Owner  has  completed  at least  five  Contract  Years  and the
  Annuitant has reached age 59 1/2;

o a request is made for a refund of an excess  contribution  within one month of
  the date on which the contribution is made;

o  the  Annuitant   dies  and  the  death  benefit  is  made  available  to  the
   beneficiary;

o  the Contract Owner has completed at least five Contract Years,  the Annuitant
   has reached  age 55 and the amount  withdrawn  is used to purchase  from us a
   period  certain  annuity that extends beyond the  Annuitant's  age 59 1/2 and
   allows no prepayment;

o  the Contract Owner has completed at least three Contract Years and the amount
   withdrawn is used to purchase from us a period certain  annuity for a term of
   at least 10 years that allows no prepayment;

o  the amount withdrawn is applied to the election of a life contingent  annuity
   distribution  option (this form of payment is not available for Annuitants in
   governmental EDC plans in New York);

o  the amount  withdrawn is applied to the election of a period certain  annuity
   of at least 15 years,  but not in excess of the Annuitant's  life expectancy,
   that allows no prepayment (this provision is available only for Annuitants in
   governmental EDC plans in New York).

No charge will be applied to any amount withdrawn from a TSA Contract if:

o  the Contract  Owner has completed at least five Contract  Years,  has reached
   age 55 and has separated from service.

No charge will be applied to any amount  withdrawn  from a SEP Contract  funding
SARSEP arrangements if:

o  the amount withdrawn is a distribution of deferrals disallowed (plus or minus
   any gain or loss) by  reason of the  employer's  failure  to meet the  Code's
   requirement that 50% of eligible  employees elect SARSEP within the plan year
   and the request for withdrawal is made by the April 15th of the calendar year
   following the calendar year in which you were notified of such  disallowance;
   or

o  the amount withdrawn is an "excess  contribution" (as such term is defined in
   Section  408(k)(6)(C)(ii)  of the Code),  plus or minus any gain or loss, and
   the request for  withdrawal  is made by the April 15th of the  calendar  year
   following the calendar year in which the excess contributions were made; or

o  the  amount  withdrawn  is an "excess  deferral"  (as such term is defined in
   Section  402(g)(2)  of the  Code),  plus or minus  any gain or loss,  and the
   request  for  withdrawal  is made by the  April  15th  of the  calendar  year
   following the calendar year in which such excess deferrals were made.

We reserve the right to reduce or  eliminate  the  withdrawal  charge in certain
cases, including transfers to a Traditional IRA, QP IRA or Roth IRA from another
EQUI-VEST Contract. In no event would such reduc-

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<PAGE>

ALL EQUI-VEST EDC, TSA AND TRUSTEED CONTRACTS PLUS TRADITIONAL IRA, QP IRA, ROTH
IRA,  SEP,  SIMPLE IRA AND NQ (SERIES 100 AND 200 ONLY)  (CONCLUDED)  

tion or elimination be permitted  where it would be unfairly  discriminatory  to
any person.

The tax consequences of withdrawals are discussed under "Part 9: Federal Tax and
ERISA Matters."

As a result of regulations which apply to EDC plans of governmental employers in
New York (NY EDC  PLANS),  EQUI-VEST  Contracts  which  fund New York EDC  Plans
contain  special  provisions  which  apply to all NY EDC Plans  whose  EQUI-VEST
funding arrangements became effective or were renewed on or after July 1, 1989.

These  provisions  permit the automatic  termination of all Contracts  issued in
connection  with a NY EDC Plan  five  years  after  the  effective  date (or any
renewal date) of its EQUI-VEST funding  arrangement without the deduction of any
contingent  withdrawal  charges. If agreed to by the employer and us, the period
may be shorter than five years.  A decision to permit the automatic  termination
of all Contracts would result in the transfer of each Contract's Annuity Account
Value to a successor funding vehicle designated by the employer.

The  employer  sponsoring  a  NY  EDC  Plan  can  renew  the  EQUI-VEST  funding
arrangement  in a  written  notice  to us  which  includes  a  certification  of
compliance  with  procedures  under  the  applicable  regulations.  We  are  not
responsible  for the validity of any  certification  by the employer.  A written
notice to transfer must be received at our Processing  Office and accepted by us
not later than seven days before the date on which a transfer is to occur. If an
employer  fails  to  notify  us in  writing  as to a  transfer  of  the  NY  EDC
arrangement,  or as to  its  intention  not  to  renew,  we  will  continue  the
arrangement and associated contracts will not be automatically terminated.

No further investment experience, whether positive or negative, will be credited
under a NY EDC  Plan  Contract  once  the  Contract  terminates.  As with  other
tax-favored retirement programs in which the funding is affected by actions of a
sponsoring employer,  we are not required to provide Annuitants with information
relating to an employer's decision to exercise any termination right.


                                       62
<PAGE>

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

                              PART 8: VOTING RIGHTS

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

HRT AND EQAT VOTING RIGHTS

As explained  previously,  contributions  allocated to the Investment  Funds are
invested in shares of the corresponding  Portfolios of HRT or EQAT. 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 each Trust's Board of Trustees,

o  to ratify the selection of independent auditors for each Trust, and

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

Because HRT is a Massachusetts  business trust, and EQAT is a Delaware  business
trust,  annual meetings are not required.  Whenever a shareholder vote is taken,
we will give Contract Owners and Employers,  if appropriate,  the opportunity to
instruct us how to vote the number of shares attributable to their Contracts. If
we do not receive  instructions  in time from all Contract Owners and Employers,
if appropriate, 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 Contract Owners vote.

Each share of each 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.

VOTING RIGHTS OF OTHERS

Currently,  we control each Trust.  EQAT shares  currently  are sold only to our
separate accounts. HRT shares are held by other separate accounts of ours and by
insurance companies 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 Contract Owners, we currently do
not  foresee  any  disadvantages  arising  out of this.  HRT'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 HRT's  response to any of those events
insufficiently  protects our Contract Owners, we will see to it that appropriate
action is taken to protect our Contract Owners.

SEPARATE ACCOUNT VOTING RIGHTS

If actions  relating to the Separate  Account  require  Contract Owner approval,
Contract  Owners 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 Contract
Owners.

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.


                                       63
<PAGE>

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

                      PART 9: FEDERAL TAX AND ERISA MATTERS

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

ANNUITIES

This  prospectus  briefly  describes our  understanding  of the current  Federal
income  tax  rules  that  apply to  annuities.  First we  discuss  non-qualified
annuities,  and then  discuss  some of the  special  tax rules  that apply to an
annuity  contract  purchased to fund a  tax-favored  retirement  program.  These
annuity contracts include Trusteed and Annuitant-owned HR-10 Contracts purchased
for a "qualified plan" (a plan qualified under Section 401 (a) of the Code), and
TSA,  Traditional  IRA, QP IRA, SEP IRA,  SIMPLE IRA, Roth IRA or EDC Contracts.
Under an annuity purchased to fund a tax-favored retirement program, in order to
qualify for its special  treatment under Federal tax law, rights and benefits of
the Annuitant or the Annuitant's beneficiary may be restricted.

Additional tax  information  appears in the SAI. This  prospectus and the SAI do
not provide  detailed tax  information and do not address state and local income
and other  taxes,  or Federal  gift and estate  taxes.  The U.S.  income tax and
withholding  rules that apply to foreign  persons and  entities are also outside
the scope of this prospectus.  Not every Contract has every feature discussed in
this section.  Please consult a tax adviser when  considering the tax aspects of
your Contract.

TAX CHANGES

The United  States  Congress  has in the past  considered  and may in the future
consider, legislative proposals that, if enacted, could change the tax treatment
of annuities and  retirement  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.

TRANSFERS AMONG INVESTMENT OPTIONS

Under  current  law,  there will not be any tax  liability  if you  transfer the
Annuity  Account  Value among the  Investment  Funds,  the  Guaranteed  Interest
Account and the Fixed Maturity Account.

IMPACT OF TAXES TO EQUITABLE LIFE

The Contracts  provide that we may charge the Separate Account for taxes. We can
also set up reserves for taxes.

TAXATION OF NON-QUALIFIED ANNUITIES

A non-qualified  annuity (NQ) contract is funded only with after-tax  funds, and
generally is not subject to any special  retirement plan rules. There are no tax
law limits on the amount of contributions that can be made to an NQ contract. In
contrast,  Roth IRAs (discussed under this Part) are also funded on an after-tax
basis, but tax law limits contributions based on compensation and annual income.

Equitable  has designed the EQUI-VEST NQ Contract to qualify as an "annuity" for
purposes of Federal income tax law. As such,  gains in the Annuity Account Value
of the  Contract  generally  will  not  be  taxable  to an  individual  until  a
distribution from the Contract occurs, either by a pre-annuitization  withdrawal
of part or all of its value,  or when payments are received  periodically  after
annuitization.  The taxable portion of  distributions  and payments from annuity
contracts  is  ordinary  income and is subject  to income tax  withholding.  See
"Federal and State Income Tax Withholding" below.

Taxation prior to Annuitization

Prior to the date that  annuity  payments  begin,  any partial  withdrawals  are
taxable to the  Contract  Owner to the extent  that there has been a gain in the
Annuity Account Value. The balance of the distribution is treated as a return of
the "investment" or "basis" in the Contract and is not taxable.  Generally,  the
investment  or basis in the  Contract  equals  the  contributions  made less any
amounts previously withdrawn which were not taxable.

If the Contract is  surrendered,  the  distribution  is taxable to the extent it
exceeds the investment in the Contract.

Under the  following  circumstances,  gains in the  Annuity  Account  Value of a
Contract  may be  taxable,  even  in the  absence  of a cash  payment  from  the
Contract: (1) if a Contract fails investment diversification requirements, gains
may be taxable;  (2) if an individual  transfers a Contract as a gift to someone
other than a spouse (or divorced  spouse),  gains will be taxable at the time of
transfer; (3) the assignment or pledge of any portion of the value of a Contract
will be treated as a distribution of that portion of the Contract;


                                       64

<PAGE>

and (4) when an  insurance  company  (or its  affiliate)  issues  more  than one
non-qualified  deferred  annuity  contract  during any calendar year to the same
taxpayer,  the  contracts are required to be aggregated in computing the taxable
amount of any distribution.

Aggregation  is required only for the purpose of figuring out the taxable amount
on any distribution including surrenders, from one or more linked contracts. For
this  reason,  your tax report on Form 1099-R may  indicate a different  taxable
amount than you may have originally anticipated.

Corporations,  partnerships,  trusts  and other  non-natural  persons  generally
cannot defer the taxation of current income  credited to the Contract  unless an
exception under the Code applies.

Taxation after Annuitization

Once  periodic  payments  in the form of an  annuity  begin,  a portion  of each
payment is considered to be a tax-free  return of investment  based on the ratio
of the  investment to the expected  return under the Contract.  The remainder of
each payment will be taxable.  In the case of a variable annuity,  special rules
apply if the payments  received in a year are less than the amount  permitted to
be recovered tax free.  After the total  investment has been  recovered,  future
payments are fully taxable.  If payments cease as a result of death, a deduction
for any unrecovered investment will be allowed.

Payments because of Death

If, as a result of the Annuitant's death, the beneficiary is entitled to receive
the death benefit  described in Part 6, the beneficiary is generally  subject to
the same tax  treatment  as would have applied to the  Contract  Owner,  had the
Contract Owner surrendered the Contract. If before any benefit is actually paid,
the  beneficiary  elects  to  apply  the  death  benefit  to a  life  income  or
installment  option,  the  beneficiary  is  generally  subject  to the  same tax
treatment as would have applied to the Contract  Owner,  had the Contract  Owner
annuitized the Contract.  The taxable  amount will reflect the Contract  Owner's
investment in the Contract.

Special  distribution  requirements  apply  upon  the  death  of the  owner of a
non-qualified  annuity.  That is, in the case of a Contract  where the owner and
annuitant are different, even though the annuity contract could continue because
the annuitant is alive, Federal tax law requires that the person who succeeds as
owner of such a Contract take distribution of the amounts in the Contract within
a specified period of time, unless such owner is the spouse.

Penalty Tax

In addition  to income tax, a penalty tax of 10% applies to the taxable  portion
of a distribution  unless the  distribution is (1) made on or after the date the
taxpayer  attains  age 59 1/2,  (2) made on or after the  death of the  Contract
Owner, (3) attributable to the disability of the taxpayer,  (4) part of a series
of  substantially  equal  periodic  payments  for the life  (or life  expectancy
period) of the taxpayer or the joint lives (or joint life expectancy  period) of
the  taxpayer  and a  beneficiary,  or (5) with  respect to income  allocable to
amounts  contributed  to an annuity  contract prior to August 14, 1982 which are
transferred to the Contract in a tax-free exchange.

GENERAL RULES OF FEDERAL AND STATE INCOME TAX WITHHOLDING; INFORMATION REPORTING

Equitable Life is required to withhold Federal income tax on the taxable portion
of payments from annuity  contracts.  Withholding  may also apply to any taxable
amounts paid under a 10-day free look cancellation. The rate of withholding will
depend on the type of  distribution  and,  in certain  cases,  the amount of the
distribution.  Recipients in the United States generally may elect under certain
conditions  not to be  subject to income tax  withholding.  Special  withholding
rules apply to foreign  recipients and United States citizens  residing  outside
the United States. See your tax adviser if you may be affected by such rules.

Certain states have indicated  that state income tax  withholding  will apply to
payments from annuity contracts made to residents. Generally, an election out of
Federal   withholding   will  also  be  considered  an  election  out  of  state
withholding.  In some states,  a recipient  may elect out of state  withholding,
even if Federal withholding  applies.  Contact your tax adviser to see how state
income tax withholding may apply to your payment.

Requests  not to withhold  Federal  income tax must be made in writing  prior to
receiving benefits under the Contract.  The Processing Office will provide forms
for this purpose.  No election out of  withholding is valid unless the recipient
provides us with the correct Taxpayer  Identification Number and a United States
residence address.

Any income tax withheld is a credit against income tax liability. If a recipient
does  not have  sufficient  income  tax  withheld  or does  not 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.

Periodic annuity payments are generally subject to wage-bracket type withholding
(as if such  payments  were  wages by an  employer  to an  employee)  unless the
recipient  elects  no  withholding.  If  a  recipient  does  not  elect  out  of
withholding  or  does  not  specify  the  number  of   withholding   exemptions,
withholding will generally


                                       65

<PAGE>

be  made  as  if  the  recipient  is  married  and  claiming  three  withholding
exemptions.  There is an  annual  threshold  of  taxable  income  from  periodic
payments which is exempt from withholding based on this assumption.  For 1998, a
recipient of periodic  payments (e.g.,  monthly or annual  payments) which total
less than $14,400  taxable  amount will  generally be exempt from Federal income
tax  withholding,   unless  the  recipient   specifies  a  different  choice  of
withholding  exemption.  If a  recipient  fails to  provide a  correct  Taxpayer
Identification Number, withholding is made as if the recipient is single with no
exemptions.

A recipient of a partial or total  non-periodic  distribution  will generally be
subject to  withholding  at a flat 10% rate.  A recipient  who provides a United
States  residence  address  and a correct  Taxpayer  Identification  Number will
generally be permitted to elect not to have tax withheld.

All  recipients  receiving  periodic and  non-periodic  payments will be further
notified of the  withholding  requirements  and of their right,  if any, to make
withholding elections.

All  distributions  or taxable  transactions  with  respect to the  Contract are
reported to the  appropriate  taxpayer and the Internal  Revenue Service on Form
1099-R in the calendar year  following the year of the  transaction.  In certain
cases,  IRS rules also  require us to report  nontaxable  transactions,  such as
tax-deferred exchanges of one annuity contract to another.

OTHER WITHHOLDING

In certain cases,  Equitable may be required to withhold,  or  temporarily  hold
back,  an  amount  of  death  benefit  due to  potential  application  of  state
inheritance or estate tax rules or Federal "generation skipping tax," which is a
form of estate tax. The potential application of these rules varies depending on
the amount of the death benefit,  the  relationship of the  beneficiaries to the
deceased,  and the residence of the parties. You should consult with your tax or
legal  adviser  concerning  potential  application  of  these  rules to your own
personal situation.

SPECIAL RULES FOR NQ AND TRUSTEED CONTRACTS ISSUED IN PUERTO RICO

Only NQ and Trusteed Contracts are available in Puerto Rico.

EQUI-VEST  TRUSTEED -- The tax treatment of qualified plans by the United States
and by Puerto Rico is similar in many respects, but may not be identical. Please
consult your tax adviser to determine any differences  which may affect your own
situation.

NQ -- Under current law,  Equitable  Life treats  income from such  Contracts as
U.S.-source.  A  Puerto  Rico  resident  is  subject  to U.S.  taxation  on such
U.S.-source  income.  Only Puerto Rico-source income of Puerto Rico residents is
excludable  from U.S.  taxation.  Income from these Contracts is also subject to
Puerto Rico tax. The computation of the taxable  portion of amounts  distributed
from a Contract may differ in the two  jurisdictions.  Therefore,  an individual
might have to file both U.S.  and Puerto  Rico tax  returns,  showing  different
amounts of income for each.  Puerto  Rico  generally  provides a credit  against
Puerto  Rico  tax for U.S.  tax  paid.  Depending  on an  individual's  personal
situation and the timing of the different tax liabilities, an individual may not
be able to take full advantage of this credit.

Please consult your tax adviser to determine the applicability of these rules to
your own tax situation.

SPECIAL RULES FOR TAX-FAVORED RETIREMENT PROGRAMS

An annuity  contract may be used to fund certain  employer-sponsored  retirement
programs.

The Code describes how a retirement  program can qualify for tax-favored  status
and  sets   requirements   for  various   features   including:   participation,
nondiscrimination,  vesting and funding; limits on contributions,  distributions
and benefits; penalties; and withholding,  reporting and disclosure. Certain tax
advantages of a tax-favored  retirement program may not be available under state
and local tax laws.

This section of the prospectus  briefly  describes our  understanding of some of
the  current  Federal  income  tax rules that  pertain  to an  annuity  contract
purchased to fund a tax-favored  retirement  program for these special  markets:
qualified plan and TSA. Other markets are discussed elsewhere in this Part.

QUALIFIED PLANS

General; Contributions

Any type of employer -- corporation, partnership, self-employed individual -- is
eligible  to  establish a plan  qualified  under  Section  401(a) of the Code (a
"qualified plan") for participating employees,  provided that the qualified plan
meets the  requirements  of Section  401. A  discussion  of the rules  governing
establishment  and  operation  of a  qualified  plan is beyond the scope of this
prospectus. Employers should consult their tax advisers for information.

Both  employer and employee  contributions  to qualified  plans are subject to a
variety of limitations,  some of which are discussed here briefly.  Violation of
contribution  limits may result in plan  disqualification  and/or  imposition of
monetary penalties.

The annual limit of employer and employee  contributions  (as defined in Section
415(c) of the Code)  which  may be made on behalf of an  employee  to all of the
defined  contribution  plans of an  employer  is the lesser of $30,000 or 25% of
compensation or earned income.


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<PAGE>

Any reallocated  forfeitures and voluntary  nondeductible employee contributions
will  generally  be  included  for  purposes  of  the  contribution   limit.  In
calculating  contributions  to the plan, the law requires that  compensation  or
earned  income  of more  than  $150,000,  as  adjusted  from  time  to time  for
cost-of-living changes,  cannot be considered.  In 1998, this compensation limit
is $160,000.  Effective for plan years  beginning  after  December 31, 1997, the
formula  for   determining   the  overall  limits  on   contributions   includes
compensation from the employer in the form of elective deferrals (defined below)
and  excludable  contributions  under  Code  Section  457  or  "EDC"  plans  and
"cafeteria"  plans (plans  giving  employees a choice  between cash or specified
excludable health and welfare benefits).

Special limits on  contributions  apply to anyone who  participates in more than
one qualified plan or who controls  another trade or business.  There is also an
overall  limit on the  total  amount of  contributions  and  benefits  under all
tax-favored  retirement  programs  in which a person  participates.  The  annual
limits on contributions  referred to here do not apply to rollover contributions
which  may  be  permitted  under  the  plan,  or   trustee-to-trustee   transfer
contributions.

Salary reduction contributions made under a cash or deferred arrangement (401(K)
PLAN) are limited to $7,000,  as adjusted  from time to time for  cost-of-living
changes.  In 1998,  the annual  dollar limit on these  "elective  deferrals"  is
$10,000. This limit applies to the aggregate of all elective deferrals under all
tax-favored plans with all employers in which the individual  participates,  for
example, also including salary reduction contributions under TSAs. Effective for
years beginning after December 31, 1997,  employer  matching  contributions to a
401(k)  plan for  self-employed  individuals  are  treated  the same as employer
matching contributions for employees.  That is, they are not subject to elective
deferral limits.

Qualified plans must not discriminate in favor of highly compensated  employees.
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."    Determination   of   compliance   with   both
nondiscrimination  and top heavy rules requires  various  tests.  Certain 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,  similar to those  discussed in this Part under "SIMPLE IRAS
(SAVINGS INCENTIVE MATCH PLANS)."

TAX-SHELTERED ANNUITY ARRANGEMENTS (TSAS)

General

An  employer  eligible  to  maintain a TSA plan (also  referred to as a "403(b)"
plan,  program,  or arrangement) for its employees may make  contributions to an
annuity  contract  purchased  for the  benefit of the  employee.  These  annuity
contributions,  if  properly  made,  will not be  treated as  currently  taxable
compensation  to the employee.  Moreover,  the employee will not be taxed on the
earnings in the annuity contract until distributions are taken.

Two different types of employers are eligible to maintain  403(b) plans:  public
schools and specified  tax-exempt  organizations  under Section 501(c)(3) of the
Code.

Contributions to TSAs

ANNUAL  CONTRIBUTIONS.  Annual contributions to TSAs made through the employer's
payroll are limited.  (Tax-free transfer or tax-deferred rollover  contributions
from another  403(b)  arrangement  are not subject to these annual  contribution
limits.)  Commonly,  some or all of the  contributions  made to the TSA are made
under a salary reduction agreement between the employee and the employer.  These
contributions   are   called   "salary   reduction"   or   "elective   deferral"
contributions.  However,  a TSA can also be wholly or partially  funded  through
nonelective  employer  contributions  or after-tax  employee  contributions.  To
determine the permissible  annual  contribution to the participant's  TSA, a TSA
plan  participant  and tax  adviser  along  with your  Equitable  Representative
generally must calculate tentative annual  contributions under several formulas.
Generally, the contribution limit is the lowest of the following: (1) the annual
"maximum exclusion allowance" for the employee in Section 403(b)(2) of the Code,
(2) the annual limit on employer  contributions to defined  contribution  plans,
and (3) the annual limit on all elective deferrals.

The annual exclusion  allowance for the employee under Section  403(b)(2) of the
Code is 20% of  includable  compensation  times years of service  less  previous
contributions  to all  qualified  plans,  TSAs  and EDC  plans  the  participant
participates with this employer.  The annual limit on employer  contributions to
defined  contribution  plans  (as  discussed  above  under  "Qualified  Plans --
General;  Contributions")  is the  lesser  of  $30,000  or 25% of  compensation,
disregarding  compensation  over  $160,000  (in 1998).  The annual  limit on all
elective deferrals under all plans of any employer this individual  participates
in (also discussed above under "Qualified Plans -- General;  Contributions")  is
generally  limited to $10,000 in 1998.  Note,  however,  that the maximum salary
reduction  contribution  that may be made by a participant who participates both
in a 403(b)


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<PAGE>

arrangement  and an EDC plan will be limited to the lower maximum  allowed under
Code Section 457 (in 1998, this is $8,000).

Note that excess  deferrals  which are not  withdrawn by April 15 following  the
year of the deferral may cause the contract to fail to be treated as a TSA.

Special provisions may allow "catch-up"  contributions to compensate for smaller
contributions made in previous years.

ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS. Rollover contributions may be made to
your  EQUI-VEST  TSA  Contract  from  TSAs  under  Section  403(b)  of the  Code
(including  custodial  accounts  under  Section  403(b)(7)  of  the  Code).  See
"Distributions  from Qualified  Plans and TSAs --  Tax-Deferred  Rollover" for a
description  of  rollovers.  With  appropriate  written  documentation  that  is
satisfactory  to us, we will accept rollover  contributions  from "conduit IRAs"
for TSA funds. See "Traditional  Individual  Retirement Annuities  ("Traditional
IRAs") -- Contributions to Traditional IRAs -- Conduit IRAs" below.

We will also accept  direct  transfers of TSA funds  pursuant to Revenue  Ruling
90-24 provided you provide us with acceptable  written  documentation  as to the
source of the funds.  We do not currently  accept direct transfer of funds which
were ever held in custodial accounts under Section 403(b)(7) of the Code).

DISTRIBUTIONS FROM QUALIFIED PLANS AND TSAS

WITHDRAWAL  RESTRICTIONS.  Restrictions apply to the salary reduction  (elective
deferral) portion of a TSA or 401(k) program,  including both  contributions and
earnings.  Distributions of restricted salary reduction amounts generally may be
made only if the Annuitant attains age 59 1/2, dies, is disabled, separates from
service or on account of financial hardship. Hardship withdrawals are limited to
the amount actually  contributed  under a salary  reduction  agreement,  without
earnings.  These restrictions do not apply to the amount of your TSA Contract as
of December 31, 1988 attributable to salary reduction contributions and earnings
(or to the extent such amount is properly  carried  over from an existing TSA to
an EQUI-VEST TSA Contract).  To take advantage of this  grandfathering  you must
properly notify us in writing at our Processing Office of your December 31, 1988
account balance if you have qualifying amounts transferred to your TSA Contract.

TAX TREATMENT OF DISTRIBUTIONS.  Amounts held under qualified plans and TSAs are
generally  not subject to Federal  income tax until  benefits  are  distributed.
Distributions include withdrawals from the Contract,  surrenders of the Contract
and annuity payments from the Contract. Death benefits paid to a beneficiary are
also taxable  distributions.  Unless an exception applies,  amounts  distributed
from qualified plans or TSAs are includable in gross income as ordinary  income.
Distributions  from qualified plans or TSAs may be subject to 20% Federal income
tax withholding. See "General Rules of Federal and State Income Tax Withholding;
Information  Reporting"  above and  "Special  Withholding  Rules  Applicable  to
Qualified  Plans  and  TSAs"  below.   In  addition,   qualified  plan  and  TSA
distributions  may be subject  to  additional  tax  penalties.  For  information
regarding  tax  penalties  which  may  apply,  see  "Penalty  Tax  on  Premature
Distributions" and "Tax Penalties for Insufficient  Distributions" later in this
section.

If a plan  participant  or TSA  Owner  has  made  after-tax  contributions,  for
example,  the  individual  will  have a tax basis in the  Contract  which may be
recovered.  On a total surrender,  the amount received in excess of the basis is
taxable.  Equitable will report the total amount of the distribution.  It is the
Contract  Owners  responsibility  to determine how much of the  distribution  is
taxable.  The amount of any partial  distribution from a qualified plan or a TSA
prior to the annuity  starting date is generally  taxable,  except to the extent
that the  distribution  is treated as a withdrawal  of after-tax  contributions.
Distributions  are  normally  treated  as  pro  rata  withdrawals  of  after-tax
contributions and earnings on those contributions.

If an annuity  distribution  option is elected,  any basis will be  recovered as
each  payment is received  by  dividing  the  investment  in the  contract by an
expected  return   determined  under  an  IRS  table  prescribed  for  qualified
annuities.  The amount of each  payment  not  excluded  from  income  under this
exclusion ratio is fully taxable. The full amount of the payments received after
the cost basis of the annuity is recovered is fully taxable.  If the participant
dies before  recovering  basis and 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.

Distributions  from  qualified  plans  (but not  TSAs) may be  eligible  for the
special tax  treatment  accorded  lump sum  distributions  (favorable  five-year
averaging,  and in certain  cases,  favorable  ten-year  averaging and long-term
capital gain  treatment).  This treatment is not available unless the balance to
the credit of a plan  participant who has  participated in the plan for at least
five years is paid to the recipient  within one taxable year, and is payable (i)
after the participant attains 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).
Five-year averaging will be eliminated effective January 1, 2000.


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<PAGE>

DEATH BENEFIT.  Distributions made on account of the death of the Annuitant in a
qualified  plan or TSA are generally  given the same tax treatment the Annuitant
would  have  received  had  distributions  been made to the  Annuitant.  In some
instances, distributions from a qualified plan or TSA made to a surviving spouse
may be rolled  over to a  Traditional  individual  retirement  arrangement  on a
tax-deferred  basis. See  "Tax-Deferred  Rollover," and "Traditional  Individual
Retirement  Annuities  (Traditional  IRAs) -- Contributions to Traditional IRAs"
below.

LOANS. If the plan permits, loans may be made from a qualified plan or TSA plan.
Loans are  generally  not  treated as taxable  distributions,  except  under the
following  circumstances.  If the amount of the loan exceeds  permissible limits
under the Code when made,  the amount of the excess is treated  (solely  for tax
purposes) as a taxable distribution.  Additionally, if the loan is not repaid at
least quarterly,  amortizing interest and principal,  the amount not repaid when
due  may  be  treated  as  a  taxable  distribution.   Under  Proposed  Treasury
Regulations which are not yet effective, the IRS would require the entire unpaid
balance of the loan to be includable  in income in the year of the default.  See
the  discussion in Part 6 under "Loans (for TSA and Corporate  Trusteed  Only),"
the discussion below and in Part 4 of the SAI for certain  additional  Equitable
Life, Code and ERISA rules covering loans from qualified plans or TSAs.

TAX-DEFERRED  ROLLOVERS AND DIRECT TRANSFERS.  Any distribution from a qualified
plan or a TSA which is an "eligible  rollover  distribution"  may be rolled over
into another eligible retirement plan, either as a direct rollover or a rollover
within 60 days of receiving the  distribution.  To the extent a distribution  is
rolled over, it remains tax deferred.

A  distribution  from a qualified  plan may be rolled over to another  qualified
plan  which will  accept  rollover  contributions  or a  Traditional  individual
retirement arrangement;  a TSA distribution may be rolled over to another TSA or
Traditional  individual  retirement  arrangement.  Death benefits  received by a
spousal beneficiary may only be rolled over to a Traditional IRA.

The taxable portion of most distributions will be eligible for rollover,  except
as specifically  excluded under the Code.  Distributions  which cannot be rolled
over generally include periodic payments for life or for a period of 10 years or
more, and minimum  distributions  required  under Section  401(a)(9) of the Code
(discussed  below).  Eligible  rollover  distributions  are discussed in greater
detail under "Special  Withholding Rules Applicable to Qualified Plans and TSAs"
below.

Direct  transfers of qualified plan funds to another  qualified plan  investment
and direct  transfers  of TSA funds from one TSA to another  pursuant to Revenue
Ruling 90-24 are not distributions.

MINIMUM   DISTRIBUTIONS.   The  minimum  distribution  rules  mandate  qualified
retirement plan and TSA participants to start taking annual  distributions  from
their retirement plans by a required date. When minimum distributions must begin
depends on, among other things,  the individual's age and retirement status. The
distribution  requirements are designed to use up the participant's  interest in
the plan over the individual's  life expectancy.  Whether the correct amount has
been distributed is calculated on a year-by-year  basis; there are no provisions
to allow  amounts  taken in excess of the required  amount to be carried over or
carried back and credited to other years.

Generally,  an individual must take the first required minimum distribution with
respect  to the  calendar  year  in  which  the  individual  turns  age 70  1/2.
Exceptions  which may permit an  individual  to delay  commencement  of required
minimum  distributions are noted in the next paragraphs.  The individual has the
choice to take the first required minimum  distribution during the calendar year
he or she turns age 70 1/2, or to delay taking it until the three-month (January
1-April 1) period in the next  calendar  year.  (Distributions  must commence no
later than the "Required Beginning Date," which is the April 1st of the calendar
year following the calendar year in which the individual turns age 70 1/2 unless
an  exception  applies.)  If the  individual  chooses to delay  taking the first
annual minimum  distribution,  then the individual will have to take two minimum
distributions  in that year -- the  delayed  one for the first  year and the one
actually for that year. Once minimum  distributions  begin, they must be made at
some time every year.

Some  individuals  may be entitled  to delay  commencement  of required  minimum
distributions  for all or part of their account  balance until after age 70 1/2.
Consult  your tax  adviser  to  determine  whether  you may  qualify  for  these
exceptions. These individuals are as follows:

o  For  qualified  plan and TSA  participants  who have not retired from service
   with the employer  sponsoring the plan or TSA  arrangement in question by the
   calendar year the participant  turns age 70 1/2, the Required  Beginning Date
   for minimum  distributions is extended to April 1 following the calendar year
   of such  retirement.  (This  delay  does not apply to 5% owners of  qualified
   plans; the regular rules apply even if the 5% owner still works.)

   TSA plan participants may also delay commencement to age 75 of the portion of
   their  Annuity  Account  Value  attributable  to their  December 31, 1986 TSA
   account  balance,  even if  retired  at age 70 1/2.  (If  you  have  directly
   transferred  amounts from another  insurer's TSA to your  EQUI-VEST  TSA, you
   must


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<PAGE>

   tell us at the time of the  transfer  the amount of your  December  31,  1986
   account balance to take advantage of this exception.)

There are two general ways to take minimum  distributions  -- "account based" or
"annuity  based" -- and there are a number of  distribution  options  in both of
these categories. These choices are intended to give individuals a great deal of
flexibility to provide for themselves and their families.

You should discuss with your tax adviser which minimum  distribution options are
best for your own personal  situation.  Individuals who are participants in more
than  one  tax-favored   retirement  plan  may  be  able  to  choose   different
distribution options for each plan.

Generally,  the minimum  distribution must be calculated annually for, and taken
from, each tax-qualified retirement plan and TSA. Distributions in excess of the
amount required in any year from a qualified plan, for example, will not satisfy
the required  amount for a TSA the individual  also  participates  in. In Notice
88-38,  the IRS  indicated  that an  individual  maintaining  more than one Code
Section  403(b)  arrangement  may  choose to take the  annual  required  minimum
distribution for all TSAs from any one or more TSAs the individual maintains, as
long as the required  distribution is calculated separately for each TSA and all
the minimum distribution amounts are added together.

An account-based  minimum  distribution  method may be a lump sum payment,  or a
periodic  withdrawal  made  over a period  which  does  not  extend  beyond  the
individual's  life  expectancy or the joint life  expectancies of the individual
and a designated beneficiary.  In the alternative,  an individual could meet the
minimum  distribution  requirements  by applying the Annuity Account Value to an
annuity over the  individual's  life or the joint lives of the  individual and a
designated beneficiary, or over a period certain not extending beyond applicable
life expectancies.

If an individual dies before the Required Beginning Date or before distributions
in the form of an annuity begin,  distributions of the entire interest under the
contract must be completed  within five years after death,  unless payments to a
designated  beneficiary  begin within one year of the Annuitant'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 individual would have attained age 70 1/2. In the alternative, such
spouse can roll over the death benefit to a Traditional  IRA. See  "Tax-Deferred
Rollover"  above.  If an individual  dies after the Required  Beginning  Date or
after  distributions in the form of an annuity have begun,  payments after death
must  continue  to be made at least as rapidly as the  payments  made before the
death of the Annuitant.

SPOUSAL CONSENT RULES

In the case of many qualified plans and certain TSAs, if an Annuitant is married
at the time a loan,  withdrawal,  or other  distribution  is requested under the
Contract,  spousal consent is required. In addition, unless the Annuitant elects
otherwise  with the  written  consent of the  spouse,  the  retirement  benefits
payable under the plan or  arrangement  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  Annuitant  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  Annuitant  during
his or her lifetime. In addition, a married Annuitant's  beneficiary must be the
spouse,  unless the spouse consents in writing to the designation of a different
beneficiary.

PENALTY TAX ON PREMATURE DISTRIBUTIONS

The  taxable  portion  of  distributions  from a  qualified  plan or TSA will be
subject to a 10%  penalty  tax unless the  distribution  is made on or after the
Annuitant's death,  attributable to the Annuitant becoming disabled, or when the
Annuitant  reaches  age 59 1/2.  The  penalty  tax will  also  not  apply if the
Annuitant (i) separates from service and elects a payout over his or her life or
life  expectancy  (or joint and survivor lives or life  expectancies),  (ii) has
attained age 55 and separates from service,  or (iii) uses the  distribution  to
pay certain extraordinary medical expenses.

TAX PENALTY FOR INSUFFICIENT DISTRIBUTIONS

Failure  to  make   Minimum   Distributions   discussed   above  may  cause  the
disqualification  of the qualified plan or TSA.  Disqualification  may result in
current taxation of the Annuitant'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.

It is the plan administrator's  responsibility to see that minimum distributions
from a qualified plan are made. It is the Owner's responsibility in a TSA to see
that the minimum  distributions  are made with respect to a Contract.  We do not
automatically make distributions from a Contract before the maturity date unless
a request has been made.  We will notify you when our records show that your age
70 1/2 is  approaching.  In the case of TSA  Contracts,  if you do not  select a
method, we will assume you are taking your minimum distribution from another TSA
that you maintain.  You should  consult with your tax adviser  concerning  these
rules  and  their   proper   application   to  your   situation.   See  "Minimum
Distributions" above.


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<PAGE>

SPECIAL WITHHOLDING RULES APPLICABLE TO QUALIFIED PLANS AND TSAS

The general rules  discussed  above in this Part under "General Rules of Federal
and  State  Income  Tax  Withholding;  Information  Reporting"  apply,  with the
following addendum.

If the payment is an "eligible rollover distribution" from a qualified plan or a
TSA, the recipient  generally may not elect out of income tax  withholding.  All
"eligible  rollover  distributions"  are subject to mandatory Federal income tax
withholding of 20% unless the employee elects to have the distribution  directly
rolled  over  to  a  qualified   plan  or  Traditional   individual   retirement
arrangement.  The following are not eligible rollover  distributions  subject to
mandatory 20% withholding:

o  any distribution to the extent that the  distribution is a "required  minimum
   distribution" under Section 401(a)(9) of the Code;

o  any  distribution  which 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 employee or the joint lives (or joint life  expectancies)
   of the employee and his or her designated beneficiary, or (2) for a specified
   period of 10 years or more;

o  certain  corrective  distributions  under Code  Sections  401(k),  401(m) and
   402(g);

o  loans that are treated as deemed distributions;

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

o  a distribution to a beneficiary other than to a surviving spouse or a current
   or former spouse under a qualified domestic relations order.

If a distribution  is made to a plan  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 a  distribution  is not an  "eligible  rollover  distribution,"  the rules on
elective  withholding  described  above in  "General  Rules of Federal and State
Income Tax Withholding; Information Reporting" apply.

In the case of Trusteed Contracts which continue to be owned by the trustee, any
required  Federal  income  tax  withholding  is the  responsibility  of the plan
administrator.

ERISA MATTERS

ERISA rules are designed to save and protect qualified retirement plan assets to
be paid to plan participants when they retire.

Qualified  plans under Section 401 of the Code are  generally  subject to ERISA.
Some TSAs may be subject to Title I of ERISA,  generally  dependent on the level
of  employer   involvement,   for  example,   if  the  employer  makes  matching
contributions.

CERTAIN RULES APPLICABLE TO PLAN LOANS

Qualified plans and TSA loans are subject to Code limits and may also be subject
to the limits of the applicable plan. Code  requirements  apply even if the plan
is not subject to ERISA. For example,  loans offered by certain  qualified plans
and TSAs are subject to the following conditions:

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  nonforefeitable  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  In general,  the term of the loan cannot exceed five years unless the loan is
   used to acquire the participant's primary residence. EQUI-VEST Contracts have
   a term limit of 10 years for loans 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  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 and 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 premature  distributions  may apply.  The amount of the unpaid
   loan balance is reported to the IRS on Form 1099-R as a distribution.

In addition, certain loan rules apply only to loans under ERISA plans:

o  For contracts which are subject to ERISA, the trustee or sponsoring  employer
   is  responsible  for insuring  that any loan meets  applicable  Department of
   Labor (DOL) requirements. It is the responsibility of the plan administrator,
   the trustee of the  qualified  plan and/or the  employer,  and not  Equitable
   Life, to properly administer any loan made to plan participants.

o  With respect to specific  loans made by the plan to a plan  participant,  the
   plan administrator  determines the interest rate, the maximum term consistent
   with


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<PAGE>

   EQUI-VEST Processing and all other terms and conditions of the loan.

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

o  Plans subject to ERISA 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.

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  EQUI-VEST  Trusteed,  HR-10  Annuitant-Owned,  SIMPLE IRA and TSA  programs
provide 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).

GENERAL DISCUSSION OF IRAS

The term "IRA" may generally  refer to all individual  retirement  arrangements,
including individual retirement accounts and individual retirement annuities. In
addition to being  available  in both  trusteed  or  custodial  account  form or
individual   annuity  form,   there  are  many  varieties  of  IRAs.  There  are
"Traditional IRAs" which are generally funded on a pre-tax basis. There are Roth
IRAs,  newly  available  in 1998,  which must be funded on an  after-tax  basis.
SEP-IRAs  (including  SARSEP-IRAs)  and  SIMPLE-IRAs  are  issued  and funded in
connection with  employer-sponsored  retirement plans. Regardless of the type of
IRA, your interest in the IRA cannot be forfeited. You or your beneficiaries who
survive you are the only ones who can receive the benefits or payments.

EQUI-VEST offers several  different types of Contracts or Certificates  designed
to qualify as an  "individual  retirement  annuity"  under Section 408(b) of the
Code.  This  prospectus  contains the  information  which the IRS requires to be
disclosed to you before you purchase an individual retirement arrangement.  This
section of Part 9 covers some of the special tax rules that apply to  individual
retirement arrangements,  including (in this order) Traditional IRAs, Roth IRAs,
SEP-IRAs and SARSEP-IRAs,  and SIMPLE IRAs.  Education IRAs are not discussed in
this prospectus because they are not available in individual  retirement annuity
form.

Further information regarding individual retirement  arrangements  generally can
be found in Internal  Revenue  Service  Publication  590,  entitled  "Individual
Retirement Arrangements (IRAs)," which is generally updated annually, and can be
obtained from any IRS district office.

There is no limit to the number of IRAs  (including Roth IRAs) you may establish
or maintain as long as you meet the  requirements  for  establishing and funding
the  IRA.  However,  if you  maintain  multiple  IRAs,  you may be  required  to
aggregate IRA values or contributions for tax purposes. You should be aware that
all types of IRAs are  subject to certain  restrictions  in order to qualify for
special treatment under the Federal tax law.

We have received  favorable  opinion letters from the IRS approving the forms of
the individual  Contract and group  certificates  for EQUI-VEST as a Traditional
IRA. Such IRS approval is a determination  only that the form of the contract or
certificate meets the requirements for an individual retirement annuity and does
not represent a determination of the merits of the contract or certificate as an
investment. Certain state regulatory requirements may apply to vary this form of


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the  Contract or  Certificate.  We have  applied  for an IRS  opinion  letter to
approve  the  form of the  EQUI-VEST  SIMPLE  IRA.  The IRS  does not yet have a
procedure in place for approving the form of Roth IRAs.

CANCELLATION

You can cancel any version of EQUI-VEST IRA Contract  issued  (Traditional  IRA,
SEP-IRA, SARSEP-IRA, SIMPLE-IRA, Roth IRA) by following the directions in Part 1
under "10 Day Free Look." For conversions of existing EQUI-VEST  Traditional IRA
Contracts  to  EQUI-VEST  Roth  IRA  Contracts,  you can  cancel  the  ROTH  IRA
ENDORSEMENT by following the instructions in the "Request for Full Conversion to
an  EQUI-VEST  Roth IRA"  form or the  "Request  for  Partial  Conversion  to an
EQUI-VEST  Roth IRA" form.  Since  there may be adverse  tax  consequences  if a
Contract is cancelled  (and because we are required to report to the IRS certain
distributions from cancelled IRAs), you should consult with a tax adviser before
making a decision to cancel your IRA.

TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES ("TRADITIONAL IRAS")

The following  discussion  relates to  Traditional  IRAs.  Roth IRAs,  SEP-IRAs,
SARSEP-IRAs and SIMPLE-IRAs are discussed later in this section.

CONTRIBUTIONS TO TRADITIONAL IRAS

Individuals  may make three  different  types of  contributions  to  establish a
Traditional IRA, or as later additions to an existing Traditional IRA: "regular"
contributions  out  of  earnings,  tax-deferred  "rollover"  contributions  from
specified tax-qualified plans, or direct  custodian-to-custodian  transfers from
other Traditional individual retirement  arrangements ("direct transfers").  See
"Contributions  under  the  Contracts"  in Part  6.  The  immediately  following
discussion  relates to  "regular"  contributions  to  Traditional  IRAs.  Direct
transfer and rollover  contributions  are  discussed  below under  "Transfer and
Rollover Contributions to Traditional IRAs."

Regular Contributions to Traditional IRAs

Generally,  the  sum  of  an  individual's   contributions  to  all  of  his/her
Traditional  IRAs and Roth IRAs for a taxable year may not exceed  $2,000.  This
$2,000 annual limit does not apply to rollover or direct transfer  contributions
into an IRA,  nor does it  apply  to  employer  contributions  to a  SIMPLE-IRA,
SEP-IRA or SARSEP-IRA.  In addition,  where an individual earns less than $2,000
in a taxable year, such individual's contributions will be limited to the amount
of his/her earnings (rather than $2,000), with the following exception.

Where  married  individuals  file joint income tax returns,  their  compensation
effectively can be aggregated for purposes of determining the permissible amount
of regular contributions to Traditional IRAs (and Roth IRAs). Even if one spouse
has no compensation or compensation  under $2,000,  married  individuals  filing
jointly  may be able to  contribute  up to $4,000  for any  taxable  year to any
combination of Traditional  IRAs and Roth IRAs. (Any  contributions to Roth IRAs
reduce the ability to contribute to Traditional  IRAs and  vice-versa.)  No more
than $2,000 can be contributed  annually to either spouse's  Traditional IRAs or
Roth  IRAs.  Each  spouse  owns his or her  individual  retirement  arrangements
(Traditional  IRA and Roth IRA) even if  contributions  were fully funded by the
other spouse.

As long as an individual has earnings as described  above of at least the amount
of the contribution, there is no maximum income limit which would prevent him or
her from making regular contributions of up to $2,000 to a Traditional IRA. (The
individual's  income  may  affect  the  deductibility  of  the  Traditional  IRA
contribution.)

The amount of Traditional  IRA  contribution  for a tax year that you can deduct
depends  on  whether  you  are  covered  by an  employer-sponsored,  tax-favored
retirement plan (including a qualified plan, TSA, SEP-IRA or SIMPLE IRA, but not
an EDC plan).

In certain cases,  individuals covered by a tax-favored  retirement plan include
persons eligible to participate in the plan although not actually participating.
Whether or not a person is covered by a  retirement  plan will be reported on an
employee's Form W-2.

Regardless  of  adjusted  gross  income  (AGI),  if you  are  not  covered  by a
retirement plan you may make a deductible  contribution to a Traditional IRA for
each tax year (MAXIMUM  PERMISSIBLE DOLLAR DEDUCTION) up to the lesser of $2,000
or 100% of compensation.

If you are  single  and  covered  by a  retirement  plan  during any part of the
taxable year, the deduction for  Traditional IRA  contributions  phases out with
AGI between  $30,000 and $40,000 in 1998. This amount will be indexed every year
until 2005. If you are married and file a joint return, and you are covered by a
retirement  plan  during  any  part  of the  taxable  year,  the  deduction  for
Traditional IRA contributions phases out with AGI between $50,000 and $60,000 in
1998.  This amount will be indexed  every year until 2007.  Married  individuals
filing separately and living apart at all times are not treated as being married
for purposes of this deductible contribution calculation.  Generally, the active
participation  in an  employer-sponsored  retirement  plan of an  individual  is
determined  independently  for each spouse.  Where spouses have "married  filing
jointly" status,  however,  the maximum deductible  Traditional IRA contribution
for an  individual  who is not an active  participant  (but  whose  spouse is an
active


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participant)  is phased  out for  taxpayers  with AGI of  between  $150,000  and
$160,000.

To determine the deductible  amount of a Traditional IRA  contribution  with the
phase-out,  you determine AGI and subtract $30,000 if you are single, or $50,000
if you are  married  and file a joint  return with your  spouse.  The  resulting
amount is your Excess AGI. You then  determine  the limit on the  deduction  for
Traditional IRA contributions using the following formula:

                                Maximum           Adjusted
  $10,000 - Excess AGI    x   Permissible   =      Dollar
  --------------------          Dollar            Deduction
        $10,000                Deduction            Limit  


Nondeductible Traditional IRA Contributions

An  individual  not  eligible  to  deduct  part  or all of the  Traditional  IRA
contribution may still make  nondeductible  contributions to Traditional IRAs on
which  earnings will  accumulate on a  tax-deferred  basis.  The  deductible and
nondeductible  contributions to the individual's  Traditional IRAs and Roth IRAs
(or the nonworking  spouse's  Traditional IRAs and Roth IRAs) may not,  however,
together exceed the maximum $2,000 per person limit. See "Excess Contributions."
INDIVIDUALS  MUST  KEEP  THEIR  OWN  RECORDS  OF  DEDUCTIBLE  AND  NONDEDUCTIBLE
CONTRIBUTIONS  TO TRADITIONAL  IRAS IN ORDER TO PREVENT  DOUBLE  TAXATION ON THE
DISTRIBUTION  OF  PREVIOUSLY  TAXED  AMOUNTS.  SEE  "WITHDRAWALS,  PAYMENTS  AND
TRANSFERS OF FUNDS OUT OF TRADITIONAL IRAS -- NONDEDUCTIBLE CONTRIBUTIONS."

An  individual  making  nondeductible  contributions  in any  taxable  year,  or
receiving  amounts  from  any  Traditional  IRA  to  which  he or she  has  made
nondeductible  contributions,  must file the required  information with the IRS.
Moreover,  individuals making  nondeductible  Traditional IRA contributions must
retain all income tax returns and records pertaining to such contributions until
interests in such IRAs are fully distributed.

Contributions may be made for a tax year until the deadline for filing a Federal
income tax return for that tax year  (without  extensions).  Thus,  for calendar
year  taxpayers,  contributions  to a Traditional IRA for a tax year may be made
through April 15 of the next tax year.

No  contributions  to a Traditional IRA are allowed for the tax year in which an
individual  attains age 70 1/2 or any tax year after that. A working  spouse age
70 1/2 or over,  however,  can  contribute up to the lesser of $2,000 or 100% of
"earned income" to a spousal  Traditional IRA for a nonworking  spouse until the
year in which the nonworking spouse reaches age 70 1/2.

Transfer and Rollover Contributions to
Traditional IRAs

Rollover  contributions may be made to a Traditional IRA from these sources: (i)
qualified plans under Section 401 of the Code, (ii) TSAs under Section 403(b) of
the Code (including  403(b)(7)  custodial  accounts) and (iii) other Traditional
individual  retirement  arrangements.   In  1998,  we  do  not  accept  rollover
contributions from SIMPLE-IRAs.  Direct transfer  contributions may be made to a
Traditional IRA only from another  Traditional IRA (including for this purpose a
SEP-IRA or SARSEP-IRA, but not a SIMPLE IRA or Roth IRA).

The  difference  between a rollover and a direct  transfer is that in a rollover
the  individual  actually  receives  the funds  rolled  over,  or is  treated as
receiving  them in the case of a change from one type of plan to  another.  In a
direct transfer, the individual never takes possession of the funds, but directs
the first  IRA  custodian,  trustee  or issuer to  transfer  funds  directly  to
Equitable,  as the IRA  issuer.  Direct  transfers  can  only  be  made  between
identical plan types (for example,  Traditional  IRA to Traditional  IRA or Roth
IRA to Roth IRA).  Rollovers  may also be made  between  identical  plan  types.
Although the economic  effect of a Traditional  IRA to Traditional  IRA rollover
and a Traditional  IRA to Traditional  IRA direct  transfer are the same -- both
can be  accomplished  on a  completely  tax-free  basis  --  Traditional  IRA to
Traditional IRA rollovers are limited to once every 12-month period for the same
funds.  Trustee-to-trustee  or  custodian-to-custodian  direct transfers are not
rollovers and can be made more frequently than once a year.

A rollover contribution is made to the Contract either as a "direct rollover" of
an "eligible  rollover  distribution"  (described below) or as a rollover by the
individual plan  participant or owner of the Traditional  individual  retirement
arrangement.  In the latter  cases,  the rollover must be made within 60 days of
the date the proceeds from another Traditional individual retirement arrangement
or an eligible rollover distribution from a qualified plan or TSA were received.

Generally,  the taxable portion of any distribution from a qualified plan or TSA
is an  eligible  rollover  distribution  and may be  rolled  over  tax free to a
Traditional IRA unless the distribution is (i) a required  minimum  distribution
under Section  401(a)(9) of the Code;  or (ii) one of a series of  substantially
equal  periodic  payments made (not less  frequently  than annually) (a) for the
life (or life  expectancy) of the plan  participant or the joint lives (or joint
life   expectancies)   of  the  plan  participant  and  his  or  her  designated
beneficiary,  or  (b)  for  a  specified  period  of  ten  years  or  more.  The
distribution  from a qualified  plan or TSA generally will be all taxable unless
you have made nondeductible employee contributions to the plan or TSA. After-tax
contributions  to plans cannot be rolled over.  Your plan fiduciary  should give
you information as to what amounts are eligible to be rolled over.

Tax-free direct rollovers are also available to the surviving spouse beneficiary
of a deceased individual, or


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a spousal alternate payee of a qualified  domestic relations order applicable to
a qualified plan or TSA. A nonspouse beneficiary cannot roll over qualified plan
or TSA benefits.  In some cases,  IRAs can be  transferred  on a tax-free  basis
between spouses or former spouses  incidental to a judicial decree of divorce or
separation.

CONDUIT IRAS. In certain limited circumstances, a Traditional IRA can serve as a
"conduit IRA." To get this "conduit" IRA treatment,  the source of funds used to
establish the Traditional IRA must be a rollover contribution from the qualified
plan and the entire amount  received from the  Traditional  IRA  (including  any
earnings  on the  rollover  contribution)  must  be  rolled  over  into  another
qualified plan within 60 days of the date  received.  Similar rules apply in the
case  of a TSA.  If the  source  of the  funds  originally  rolled  over  into a
Traditional  IRA is  from a  qualified  plan  or TSA  and  no  other  funds  are
commingled with this IRA,  amounts can be rolled out of the IRA in the future to
another qualified plan or TSA that accepts such  contributions.  The conduit IRA
will no longer qualify as such if you mix regular  Traditional IRA contributions
or contribute funds from other sources with the rollover  distribution  from the
qualified  plan or TSA. You cannot roll over amounts that were  originally  in a
qualified  plan  through  a  conduit  IRA to a TSA and  vice-versa.  We  offer a
separate Traditional IRA contract subject to separate charges, designed to serve
as a "conduit" IRA for this purpose (QP IRA Contract).

WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF TRADITIONAL IRAS

NO LIMITATIONS ON WITHDRAWALS.  You can withdraw any or all of your funds from a
Traditional  IRA at any time;  you do not need to wait for a special  event like
retirement.  However,  for the tax  consequences of withdrawals from Traditional
IRAs, see the discussion on "Taxable  Distributions  from Traditional IRAs," and
"Penalty Tax on Premature Distributions" below.

TAXABLE  DISTRIBUTIONS FROM TRADITIONAL IRAS. Amounts paid from Traditional IRAs
are not subject to Federal  income tax until  benefits  are  distributed  to the
individual  owner or beneficiary.  Distributions  include  withdrawals from your
Contract,  surrender of your Contract and annuity  payments from your  Contract.
Death benefits paid to a beneficiary are also taxable  distributions.  Unless an
exception applies, payments from Traditional IRAs are includable in gross income
as ordinary  income.  Distributions  made before age 59 1/2 may be subject to an
additional  10% Federal  income tax  penalty.  (See  "Penalty  Tax on  Premature
Distributions" below.)

Distributions  from a Traditional IRA are not entitled to the special  favorable
five-year  averaging method (or, in certain cases,  favorable ten-year averaging
and   long-term   capital  gain   treatment)   available  in  certain  cases  to
distributions from qualified plans.

TAXATION OF DEATH BENEFIT. Distributions received by a beneficiary are generally
given the same tax treatment the individual  would have received if distribution
had been made to the individual.

NONDEDUCTIBLE   CONTRIBUTIONS.   If  you  have  ever  made   nondeductible   IRA
contributions to any Traditional  individual retirement  arrangement (whether or
not this  particular  Traditional  IRA), you may be able to recover a portion of
any  Traditional  IRA  distribution  tax free. You must keep records of all such
nondeductible  contributions.  At the end of any tax year in which you receive a
distribution  from any  Traditional  IRA, you  determine  the ratio of the total
nondeductible   Traditional  IRA  contributions  (less  any  amounts  previously
withdrawn tax free) to the total account  balances of all Traditional  IRAs held
by you at the end of the tax year plus all  Traditional IRA  distributions  made
during  such  tax  year.  The  resulting   ratio  is  then   multiplied  by  all
distributions  from  Traditional  IRAs  during  that tax year to  determine  the
nontaxable portion of each distribution.

NONTAXABLE  TRANSACTIONS -- TRADITIONAL  IRAS. A distribution from a Traditional
IRA (other than a required minimum distribution  discussed below) is not taxable
if (1) the  amount  received  is a return  of  excess  contributions  which  are
withdrawn,  as described  under  "Excess  Contributions";  (2) the entire amount
received is rolled over to another individual retirement arrangement;  (3) if an
amount is directly  transferred at the Owner's direction to another  Traditional
IRA;  (see   "Contributions   to  Traditional  IRAs  --  Transfer  and  Rollover
Contributions  to Traditional  IRAs") or (4) in certain  limited  circumstances,
where the Traditional IRA acts as a "conduit IRA" the entire amount is paid into
a qualified  plan or TSA that accepts  such  contributions.  See "Conduit  IRAs"
above.

REQUIRED MINIMUM DISTRIBUTIONS AFTER AGE 70 1/2

Distributions during Life

The minimum  distribution  rules require  Traditional IRA owners to start taking
annual  distributions  with  respect to their IRAs  beginning at age 70 1/2. The
distribution   requirements   are  designed  to  provide  for   distribution  of
Traditional  IRAs over the owner's life  expectancy.  Whether the correct amount
has been  distributed  is  calculated  on a  year-by-year  basis;  there  are no
provisions to allow amounts taken in excess of the required amount to be carried
over or carried back and credited to other years.

Generally,  an individual must take the first required minimum distribution with
respect  to the  calendar  year in which the  individual  turns age 70 1/2.  The
individual has the choice to take the first required minimum


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distribution  during the  calendar  year he or she turns age 70 1/2, or to delay
taking it until the three-month  (January 1-April 1) period in the next calendar
year.  (Distributions must commence no later than the "Required Beginning Date,"
which is the April 1st of the calendar year following the calendar year in which
the individual turns age 70 1/2.) If the individual  chooses to delay taking the
first annual minimum  distribution,  then the  individual  will have to take two
minimum distributions in that year -- the delayed one for the first year and the
one   actually   for  that  year   (which  may  be  combined   and   distributed
simultaneously).  Once minimum  distributions  begin,  they must be made at some
time every year.

There are two general ways to take minimum  distributions  -- "account based" or
"annuity  based" -- and there are a number of  distribution  options  in both of
these categories. These choices are intended to give individuals a great deal of
flexibility to provide for themselves and their families.

An  account-based  minimum  distribution  method may be a lump sum  payment,  or
periodic  withdrawals  made  over a period  which  does not  extend  beyond  the
individual's  life  expectancy or the joint life  expectancies of the individual
and a designated beneficiary.  Generally,  the required minimum distribution for
each year for an  account-based  method is computed by dividing the  Traditional
IRA account  balance as of the close of business on December 31 of the preceding
year by the  applicable  life  expectancy,  determined  using IRS tables and IRS
rules. An annuity-based method involves application of the Annuity Account Value
to an annuity over the  individual's  life or the joint lives of the  individual
and a designated  beneficiary,  or over a period  certain not  extending  beyond
applicable life expectancies.

You should discuss with your tax adviser which minimum  distribution options are
best for your own personal  situation.  Individuals who are participants in more
than one  Traditional  individual  retirement  arrangement or other  tax-favored
retirement plan may be able to choose  different  distribution  options for each
arrangement.  Your  Required  Minimum  Distribution  for  any  taxable  year  is
calculated by adding together the separate Required Minimum Distribution amounts
from  each of your  Traditional  individual  retirement  arrangements.  The IRS,
however,  does not require that you take out the Required  Minimum  Distribution
from each Traditional  individual  retirement  arrangement that you maintain. As
long as the total amount distributed annually for all Traditional IRAs satisfies
your  overall  required  minimum  distribution   requirement  for  all  of  your
Traditional  IRAs,  you may choose to take  annual  required  distributions  for
Traditional  IRAs  from  any  one  or  more  Traditional  individual  retirement
arrangements that you maintain.

Distributions after Death

If the individual  dies after  distribution in the form of an annuity has begun,
or after the Required  Beginning Date, payment of the remaining interest must be
made at least as  rapidly as under the  method  used  prior to the  individual's
death.  The IRS has  indicated  that an  exception to this rule may apply if the
beneficiary  of  the   Traditional  IRA  is  the  surviving   spouse.   In  some
circumstances,  the surviving  spouse may elect to "make the Traditional IRA his
or her own" and halt distributions until he or she reaches age 70 1/2.

If  an  individual   dies  before  the  Required   Beginning   Date  and  before
distributions in the form of an annuity begin, distributions of the individual's
entire  interest under the  Traditional  IRA must be completed by December 31 of
the  fifth  year  after the  owner's  death,  unless  payments  to a  designated
beneficiary  begin by December 31 of the year after the  individual'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 individual would have attained age
70  1/2.  In the  alternative,  a  surviving  spouse  may  elect  to  treat  the
Traditional  IRA as his or her  own,  or roll  over the  inherited  IRA into the
surviving  spouse's  own  Traditional  IRA,  in which  case the spouse can delay
taking  distributions  until the spouse attains age 70 1/2. Under Series 300 and
400 Contracts,  if you elect to have your spouse be the sole primary beneficiary
and to be the Successor Annuitant and Contract Owner, then your surviving spouse
automatically  becomes both the successor  Contract Owner and Annuitant,  and no
death benefit is payable until the surviving spouse's death.

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.  The  penalty tax may be waived by the  Secretary  of the
Treasury in certain limited circumstances. Failure to have distributions made as
the Code and Treasury regulations require may result in disqualification of your
Traditional IRA. See "Tax Penalty for Insufficient Distributions" below.

It is the Owner's  responsibility to see that the minimum distributions are made
with respect to a Traditional IRA Contract.  We do not make distributions from a
Contract before the maturity date unless a request has been made. We will notify
you when our  records  show that your age 70 1/2 is  approaching.  If you do not
select a method,  we will assume you are taking your minimum  distribution  from
another Traditional IRA that you


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maintain.  You should consult with your tax adviser  concerning  these rules and
their proper application to your situation.

PROHIBITED  TRANSACTIONS.  An IRA  may  not  be  borrowed  against  or  used  as
collateral  for a loan or other  obligation.  If the IRA is borrowed  against or
used as collateral,  its tax-favored  status will be lost as of the first day of
the tax year in which the event occurred.  If this happens,  the individual must
include in Federal gross income for that year an amount equal to the fair market
value of the IRA Contract as of the first day of that tax year.  Also, the early
distribution penalty tax of 10% will apply if the individual has not reached age
59 1/2  before the first day of that tax year.  See  "Penalty  Tax on  Premature
Distributions" below.

EXCESS CONTRIBUTIONS.  Excess contributions to an IRA are subject to a 6% excise
tax for the year in which made and for each year thereafter until withdrawn.  In
the case of "regular" IRA  contributions,  contributions to all Traditional IRAs
and Roth  IRAs in excess of the  lesser  of  $2,000 or 100% of  compensation  or
earned income is an "excess  contribution"  (without regard to the deductibility
or nondeductibility  of Traditional IRA contributions  under this limit).  Also,
any "regular" contributions to a Traditional IRA made after you reach age 70 1/2
are excess contributions.

In the case of rollover Traditional IRA contributions,  excess contributions are
amounts  which are not  eligible  to be  rolled  over  (for  example,  after-tax
contributions to a qualified plan or minimum  distributions  required to be made
after age 70 1/2).  

An excess  contribution  (rollover or "regular")  which is withdrawn  before the
time for  filing  the  individual's  Federal  income tax return for the tax year
(including extensions) is not includable in income and is not subject to the 10%
penalty  tax on early  distributions  (discussed  below  under  "Penalty  Tax on
Premature  Distributions"),  provided  any earnings  attributable  to the excess
contribution  are also  withdrawn  and no tax  deduction is taken for the excess
contribution. The withdrawn earnings on the excess contribution,  however, would
be  includable  in the  individual's  gross income for the tax year in which the
excess  contribution  from which they arose was made and would be subject to the
10% penalty tax. If excess  contributions  are not withdrawn before the time for
filing the  individual's  Federal income tax return for the tax year  (including
extensions),  the "regular" contributions may still be withdrawn after that time
if the  Traditional  IRA and  Roth  IRA  contributions  for the tax year did not
exceed  $2,000 and no tax deduction  was taken for the excess  contribution;  in
that event, the excess  contribution would not be includable in gross income and
would  not  be  subject  to  the  10%  penalty  tax.  Lastly,  excess  "regular"
contributions may also be reduced by recharacterizing  them as contributions for
later years.

If excess rollover  contributions  are not withdrawn  before the time for filing
your  Federal  tax return  for the year  (including  extensions)  and the excess
contribution occurred as a result of incorrect information provided by the plan,
any such excess  amount can be withdrawn if no tax  deduction  was taken for the
excess  contribution.   Excess  rollover  contributions  withdrawn  under  those
circumstances  would not be  includable in gross income and would not be subject
to the 10% penalty tax for premature distributions.

PENALTY TAX ON PREMATURE  DISTRIBUTIONS.  The taxable  portion of  distributions
from a  Traditional  IRA made  before you reach age 59 1/2 will be subject to an
additional 10% Federal income tax penalty unless one of the following exceptions
applies. There are exceptions for:

o  Your death,

o  Your disability,

o  Distributions used to pay certain extraordinary medical expenses,

o  Distributions  used to pay medical insurance  premiums for certain unemployed
   individuals,

o  Substantially  equal  payments made at least annually over your life (or your
   life  expectancy),  or over the  lives of you and your  beneficiary  (or your
   joint life expectancies) using an IRS-approved distribution method,

o  Distributions  used to pay specified higher education  expenses as defined in
   the Code, and

o  "Qualified first-time homebuyer distributions" as defined in the Code.

TAX PENALTY FOR INSUFFICIENT DISTRIBUTIONS. As indicated above in the discussion
on "Required Minimum  Distributions  after Age 70 1/2," failure to make required
distributions   may  cause  the   disqualification   of  the  Traditional   IRA.
Disqualification  may  result in current  taxation  of the  entire  benefit.  In
addition,  a 50%  penalty  tax may be  imposed  on the  difference  between  the
required distribution amount and the amount actually distributed, if any.

It is the owner's  responsibility  in a Traditional  IRA to see that the minimum
distributions are made with respect to a Contract.  We do not automatically make
distributions from a Contract before the maturity date unless a request has been
made.  We will  notify  you  when  our  records  show  that  your  age 70 1/2 is
approaching.  In the case of a Traditional IRA Contract,  if you do not select a
method,  we will assume you are taking your  minimum  distribution  from another
Traditional IRA that you maintain. You should consult with your tax


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adviser concerning these rules and their proper application to your situation.

ILLUSTRATION OF GUARANTEED RATES

The following two tables which the IRS requires us to furnish to prospective IRA
Contract Owners  illustrate  guaranteed  rates for  contributions  assumed to be
allocated  entirely to the Guaranteed  Interest Account under Series 300 and 400
Contracts.  Table I  illustrates  a $1,000  contribution  made  annually  on the
Contract Date and on each  subsequent  anniversary,  assuming no  withdrawals or
transfers  were  made  from the  Contract.  Table II  assumes  a single  initial
contribution of $1,000, with no further contributions, withdrawals or transfers.
The 3% guaranteed rate is the minimum guaranteed interest rate in the Contract.

As explained in "Part 8:  Deductions  and  Charges," the values shown assume the
contingent  withdrawal  charge  applies.  These values reflect the effect of the
annual  administrative charge deducted at the end of each Contract Year in which
the Annuity Account Value is less than $20,000.

To find the  appropriate  value for the end of the Contract Year at any attained
age,  subtract  the issue age (age nearest  birthday)  from the attained age and
enter the table at the corresponding  year. Years that correspond to an attained
age in excess of 70 should be ignored, unless the Contract is a Roth IRA.

The  information  shown in the  tables  should  be  considered  in light of your
present  age and (with  respect to Table I) your  ability to  contribute  $1,000
annually.  Any change in the amounts contributed  annually,  or in the amount of
the single contribution, would, of course, change the results shown.


                                       78

<PAGE>

                           TABLE I
                 ANNUITY ACCOUNT VALUES AND
                         CASH VALUES

        (Assuming $1,000 Contributions Made Annually
           at the Beginning of the Contract Year)

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

                    3% MINIMUM GUARANTEE
- -------------------------------------------------------------

                          ANNUITY
      CONTRACT            ACCOUNT               CASH
      YEAR END             VALUE               VALUE
- -------------------------------------------------------------

          1          $    1,009.40       $      954.89
          2               2,039.68            1,929.54
          3               3,100.87            2,933.43
          4               4,193.90            3,967.43
          5               5,319.72            5,032.45
          6               6,479.31            6,129.42
          7               7,673.69            7,313.69
          8               8,903.90            8,543.90
          9              10,171.01            9,811.01
         10              11,476.14           11,116.14
         11              12,820.43           12,460.43
         12              14,205.04           13,845.04
         13              15,631.19           15,271.19
         14              17,100.13           16,740.13
         15              18,613.13           18,253.13
         16              20,201.53           19,841.53
         17              21,837.57           21,477.57
         18              23,522.70           23,162.70
         19              25,258.38           24,898.38
         20              27,046.13           26,686.13
         21              28,887.52           28,527.52
         22              30,784.14           30,424.14
         23              32,737.67           32,377.67
         24              34,749.80           34,389.80
         25              36,822.29           36,462.29
         26              38,956.96           38,596.96
         27              41,155.67           40,795.67
         28              43,420.34           43,060.34
         29              45,752.95           45,392.95
         30              48,155.53           47,795.53
         31              50,630.20           50,270.20
         32              53,179.11           52,819.11
         33              55,804.48           55,444.48
         34              58,508.61           58,148.61
         35              61,293.87           60,933.87
         36              64,162.69           63,802.69
         37              67,117.57           66,757.57
         38              70,161.10           69,801.10
         39              73,295.93           72,935.93
         40              76,524.81           76,164.81
         41              79,850.55           79,490.55
         42              83,276.07           82,916.07
         43              86,804.35           86,444.35
         44              90,438.48           90,078.48
         45              94,181.64           93,821.64
         46              98,037.08           97,677.08
         47             102,008.20          101,648.20
         48             106,098.44          105,738.44
         49             110,311.40          109,951.40
         50             114,650.74          114,290.74
- -------------------------------------------------------------

                           TABLE II
                  ANNUITY ACCOUNT VALUES AND
                         CASH VALUES

        (Assuming a Single Contribution of $1,000 and
                   No Further Contribution)

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

                    3% MINIMUM GUARANTEE
- -------------------------------------------------------------

                          ANNUITY
      CONTRACT            ACCOUNT               CASH
      YEAR END             VALUE               VALUE
- -------------------------------------------------------------

          1              $1,009.40         $    954.89
          2               1,018.89              963.87
          3               1,019.46              964.40
          4               1,020.04              964.96
          5               1,020.64              965.53
          6               1,021.26              966.11
          7               1,021.90            1,021.90
          8               1,022.55            1,022.55
          9               1,023.23            1,023.23
         10               1,023.93            1,023.93
         11               1,024.65            1,024.65
         12               1,025.38            1,025.38
         13               1,026.15            1,026.15
         14               1,026.93            1,026.93
         15               1,027.74            1,027.74
         16               1,028.57            1,028.57
         17               1,029.43            1,029.43
         18               1,030.31            1,030.31
         19               1,031.22            1,031.22
         20               1,032.16            1,032.16
         21               1,033.12            1,033.12
         22               1,034.11            1,034.11
         23               1,035.14            1,035.14
         24               1,036.19            1,036.19
         25               1,037.28            1,037.28
         26               1,038.40            1,038.40
         27               1,039.55            1,039.55
         28               1,040.73            1,040.73
         29               1,041.96            1,041.96
         30               1,043.22            1,043.22
         31               1,044.51            1,044.51
         32               1,045.85            1,045.85
         33               1,047.22            1,047.22
         34               1,048.64            1,048.64
         35               1,050.10            1,050.10
         36               1,051.60            1,051.60
         37               1,053.15            1,053.15
         38               1,054.74            1,054.74
         39               1,056.39            1,056.39
         40               1,058.08            1,058.08
         41               1,059.82            1,059.82
         42               1,061.61            1,061.61
         43               1,063.46            1,063.46
         44               1,065.37            1,065.37
         45               1,067.33            1,067.33
         46               1,069.35            1,069.35
         47               1,071.43            1,071.43
         48               1,073.57            1,073.57
         49               1,075.78            1,075.78
         50               1,078.05            1,078.05
- -------------------------------------------------------------


                             79

<PAGE>

ROTH IRAS
(ROTH INDIVIDUAL RETIREMENT ANNUITIES)

The EQUI-VEST  Roth IRA is designed to qualify as a Roth  individual  retirement
annuity under Sections 408A and 408(b) of the Code. As with the Traditional IRA,
your interest in the Roth IRA cannot be forfeited. You or your beneficiaries who
survive you are the only ones who can receive the benefits or payments.

This section of the  prospectus  contains our  understanding  of the special tax
rules  that  apply to Roth  IRAs.  Some of the rules are the same as those  that
apply to Traditional IRAs and some are different.

Roth IRAs must be funded on an after-tax basis.  There is no limit to the number
of IRAs  (including Roth IRAs) you may establish or maintain as long as you meet
the requirements for establishing and funding the IRA. However,  if you maintain
multiple IRAs you may be required to aggregate IRA values or  contributions  for
tax purposes.  You should be aware that all types of IRAs are subject to certain
restrictions  in order to qualify  for special  treatment  under the Federal tax
law.

CONTRIBUTIONS TO ROTH IRAS

Individuals  may make four different types of  contributions  to purchase a Roth
IRA,  or as  later  additions  to an  existing  Roth  IRA:  "regular"  after-tax
contributions out of earnings, taxable "rollover" contributions from Traditional
IRAs ("conversion"  contributions),  tax-free rollover  contributions from other
Roth IRAs, or tax-free direct  custodian-to-custodian  transfers from other Roth
IRAs ("direct  transfers").  The  immediately  following  discussion  relates to
"regular" Roth IRA contributions. Direct transfer and rollover contributions are
discussed below under "Rollovers and Direct Transfers."

Regular Contributions to Roth IRAs

Generally,  the  sum  of  an  individual's   contributions  to  all  of  his/her
Traditional  IRAs and Roth IRAs for a taxable year may not exceed  $2,000.  This
$2,000 annual limit does not apply to rollover or direct transfer  contributions
into a Traditional or Roth IRA, nor does it apply to employer contributions to a
SIMPLE-IRA,  SEP-IRA or SARSEP-IRA.  In addition, where an individual earns less
than $2,000 in a taxable year, such individual's  contributions  will be limited
to the amount of his/her  earnings  (rather  than  $2,000),  with the  following
exception.

Where  married  individuals  file joint income tax returns,  their  compensation
effectively can be aggregated for purposes of determining the permissible amount
of regular contributions to Traditional IRAs (and Roth IRAs). Even if one spouse
has no compensation or compensation  under $2,000,  married  individuals  filing
jointly  may be able to  contribute  up to $4,000  for any  taxable  year to any
combination of Traditional  IRAs and Roth IRAs. (Any  contributions to Roth IRAs
reduce the ability to  contribute to  Traditional  IRAs and vice versa.) No more
than $2,000 can be contributed  annually to either spouse's  Traditional IRAs or
Roth  IRAs.  Each  spouse  owns his or her  individual  retirement  arrangements
(Traditional  IRA and Roth IRA) even if  contributions  were fully funded by the
other spouse.

ROTH IRA CONTRIBUTIONS  CANNOT BE MADE AT ALL FOR ANY YEAR WHERE AN INDIVIDUAL'S
FEDERAL INCOME TAX FILING STATUS IS "MARRIED  FILING JOINTLY" AND ADJUSTED GROSS
INCOME IS OVER  $160,000,  OR FILING STATUS IS SINGLE WITH ADJUSTED GROSS INCOME
OVER $110,000.

Roth IRA  contributions  may be made in reduced amounts for married  individuals
filing  jointly with  adjusted  gross income  between  $150,000 and $160,000 and
single  taxpayers  with adjusted gross income  between  $95,000 and $110,000.  A
married  individual  filing  separately  with adjusted gross income of more than
$10,000  cannot  make a regular  Roth IRA  contribution;  and the  amount of the
permissible contribution is phased out for married individuals filing separately
with adjusted gross income of between $0 and $10,000.  For the potential effects
of violating these rules, see discussion of "Excess Contributions" below.

Contributions may be made for a tax year until the deadline for filing a Federal
income  tax  return  for that tax year  (without  extensions).  In  contrast  to
Traditional  IRAs,  regular  contributions  to Roth IRAs are allowed for the tax
year in which an individual attains age 70 1/2 or any tax year after that.

Roth IRA contributions are not tax deductible.

Rollovers and Direct Transfers

Rollover  contributions  may be made to a Roth IRA from  only two  sources:  (i)
another  Roth IRA, or (ii) a  Traditional  IRA in a  "conversion"  rollover.  No
contribution  may be made to a Roth  IRA from a  qualified  plan  under  Section
401(a) of the Code, or a tax-sheltered  arrangement  under Section 403(b) of the
Code. Currently, we also do not accept rollover contributions, from SIMPLE-IRAs.
The rollover must be made within 60 days of the date the proceeds from the other
Roth IRA or the Traditional IRA were received.

Direct transfer  contributions  may be made to a Roth IRA only from another Roth
IRA.  The  difference  between a  rollover  and a direct  transfer  is that in a
rollover  the   individual   actually   receives  the  funds  rolled  over,   or
constructively  receives  them in the case of a change  from one type of plan to
another.  In a direct  transfer,  the individual  never takes  possession of the
funds,  but directs the first Roth IRA custodian,  trustee or issuer to transfer
funds directly to Equitable,  as the Roth IRA issuer.  Direct transfers can only
be made between identical plan types (for example, Roth IRA to


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<PAGE>

Roth IRA);  rollovers may be made between  identical plan types but must be made
between  different  plan  types  (for  example,  Traditional  IRA to Roth  IRA).
Although the  economic  effect of a Roth IRA to Roth IRA rollover and a Roth IRA
to Roth  IRA  direct  transfer  are the same -- both  can be  accomplished  on a
completely  tax-free basis -- Roth IRA to Roth IRA rollovers are limited to once
every   12-month   period   for   the   same   funds.    Trustee-to-trustee   or
custodian-to-custodian  direct  transfers are not rollovers and can be made more
frequently than once a year.

The  surviving  spouse  beneficiary  of a deceased  individual  can roll over or
directly transfer an inherited Roth IRA to one or more other Roth IRAs. Also, in
some cases,  Roth IRAs can be transferred on a tax-free basis between spouses or
former spouses incidental to a judicial decree of divorce or separation.

Conversion Rollover Contributions to Roth IRAs

In a conversion rollover  transaction,  you withdraw (or are deemed to withdraw)
all or a portion of funds from a  Traditional  IRA you maintain and roll it over
to a Roth IRA within 60 days after you receive  (or are deemed to  receive)  the
Traditional  IRA proceeds.  Unlike a rollover from a Traditional  IRA to another
Traditional IRA, the conversion rollover transaction involving a Roth IRA is not
tax  exempt;  the  distribution  from the  Traditional  IRA is  generally  fully
taxable.  (If you have  ever made  nondeductible  regular  contributions  to any
Traditional  IRA -- whether or not it is the  Traditional IRA you are converting
- -- a pro rata  portion of the  distribution  is tax  exempt.)  For this  reason,
Equitable  is  required  to  withhold  10%  Federal  income  tax from the amount
converted  unless you elect out of such  withholding.  See "Roth IRA Federal and
State Income Tax Withholding and Information Reporting" below.

However,  even if you are under age 59 1/2,  there is no premature  distribution
penalty on the  Traditional  IRA  withdrawal.  Also,  a special  rule applies to
Traditional  IRA funds  converted to a Roth IRA in calendar year 1998 only.  For
1998 Roth IRA  conversion  transactions,  you include the gross  income from the
Traditional  IRA conversion  ratably over the four-year  period  1998-2001.  See
discussion of pre-age 59 1/2 withdrawal  penalty and the special  penalties that
could apply to premature  withdrawals  of converted  funds under "Penalty Tax on
Premature Distributions" below.

YOU CANNOT MAKE CONVERSION ROLLOVER  CONTRIBUTIONS TO A ROTH IRA FOR ANY TAXABLE
YEAR IN WHICH YOUR ADJUSTED  GROSS INCOME  EXCEEDS  $100,000  REGARDLESS OF YOUR
FEDERAL  INCOME TAX FILING STATUS.  (For this purpose,  adjusted gross income is
computed without the gross income stemming from the Traditional IRA conversion.)
Even if your  adjusted  gross  income is $100,000 or less,  you also cannot make
conversion  rollover  contributions  to a Roth IRA for any taxable year in which
your Federal income tax filing status is "married filing separately."

Finally, you cannot make conversion rollover  contributions to a Roth IRA to the
extent that the funds in the  Traditional IRA are subject to the annual required
minimum  distribution  rule  applicable  to  Traditional  IRAs  beginning at age
70 1/2. For the potential  effects of violating  these rules,  see discussion of
"Excess Contributions" below.

WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF ROTH IRAS

NO RESTRICTIONS ON WITHDRAWALS. You can withdraw any or all of your funds from a
Roth  IRA at any  time;  you do not  need  to  wait  for a  special  event  like
retirement. However, these withdrawals may be subject to a contingent withdrawal
(surrender)  charge as stated in your  Contract.  Also,  the  withdrawal  may be
taxable  to an extent  and,  even if not  taxable,  may be subject to penalty in
certain  circumstances.  See the discussion below under "Distributions from Roth
IRAs" and "Penalty Tax on Premature Distributions."

DISTRIBUTIONS FROM ROTH IRAS

Distributions include withdrawals from your Contract, surrender of your Contract
and annuity payments from your Contract. Death benefits are also distributions.

The following distributions from Roth IRAs are free of income tax:

(1) Rollovers from a Roth IRA to another Roth IRA.

(2) Direct  transfers  from a Roth IRA to another Roth IRA (see  "Rollovers  and
    Direct Transfers" under "Contributions to Roth IRAs" above).

(3) "Qualified Distributions" from Roth IRAs. (See "Qualified Distributions from
    Roth IRAs" below).

(4) Return of excess contributions (see "Excess Contributions" below).

Qualified Distributions from Roth IRAs

Distributions  from Roth IRAs made because of one of four  qualifying  events or
reasons are not includable in income,  provided a specified five-year holding or
aging period is met. The qualifying events or reasons are the owner's attainment
of age 59 1/2,  the owner's  death,  the  owner's  disability,  or a  "qualified
first-time  homebuyer   distribution"  (as  defined  in  the  Code).   Qualified
first-time  homebuyer  distributions  are  limited  to $10,000  lifetime  in the
aggregate from all Roth and Traditional IRAs of the taxpayer.

Five-Year Holding or Aging Period

The  applicable  five-year  holding  or  aging  period  depends  on the  type of
contribution   made  to  the  Roth  IRA.   For  Roth  IRAs   funded  by  regular
contributions,  or  rollover  or  direct  transfer  contributions  which are not


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<PAGE>

directly  or  indirectly   attributable  to  converted   Traditional  IRAs,  any
distribution  made after the  five-taxable-year  period beginning with the first
taxable year for which the individual  made a regular  contribution  to any Roth
IRA (whether or not the one from which the distribution is being made) meets the
five-year holding or aging period.

For Roth IRAs funded directly or indirectly by converted  Traditional  IRAs, the
applicable  five-year  holding  period  begins  with the year of the  conversion
transaction.

Although there is currently no statutory prohibition against commingling regular
contributions and conversion rollover  contributions in any Roth IRA, or against
commingling conversion rollover contributions made in more than one taxable year
to Roth IRAs, the IRS strongly encourages  individuals to maintain separate Roth
IRAs for regular  contributions and conversion rollover  contributions.  It also
strongly  encourages  individuals  to  differentiate  Roth  conversion  IRAs  by
conversion  year.  Under  pending  legislation  which  could be  enacted  with a
retroactive  effective date,  aggregation of Roth IRAs by conversion year may be
required.  In  the  case  of a  Roth  IRA  which  contains  conversion  rollover
contributions and regular  contributions,  or conversion rollover  contributions
from more than one year,  the five-year  holding  period would be reset to begin
with the most recent taxable year for which a conversion contribution is made.

Non-Qualified Distributions from Roth IRAs

Non-qualified  distributions  from Roth IRAs are any distributions  which do not
meet the qualifying event and five-year  holding or aging period tests described
above  and  are  potentially   taxable  as  ordinary  income.   Traditional  IRA
distributions  are fully taxable unless the  individual  has made  nondeductible
contributions  to any of his/her  Traditional  IRAs. In contrast,  non-qualified
distributions from Roth IRAs receive return-of-investment-first  treatment. That
is, there is tax only on the difference  between the amount of the  distribution
and the  amount  of  Roth  IRA  contributions.  In this  calculation,  Roth  IRA
contributions are reduced by the amount of any Roth IRA distributions previously
recovered  tax free.  Also,  if you  maintain  multiple  Roth  IRAs,  you may be
required  to  aggregate  Roth  IRA   distributions  and  contributions  for  tax
calculations.

Like Traditional IRAs, taxable distributions from a Roth IRA are not entitled to
the  special  favorable  five-year  averaging  method  (or,  in  certain  cases,
favorable ten-year averaging and long-term capital gain treatment)  available in
certain cases to distributions from qualified plans.

Although  the IRS has not yet issued  complete  guidance  on all aspects of Roth
IRAs, it appears that  individuals will be required to keep their own records of
regular  and  conversion  rollover  contributions  to all Roth  IRAs in order to
assure appropriate taxation. An individual making contributions to a Roth IRA in
any taxable  year,  or  receiving  amounts from any Roth IRA, may be required to
file the information  with the IRS and retain all income tax returns and records
pertaining  to such  contributions  until  interests  in  Roth  IRAs  are  fully
distributed.

Required Minimum Distributions at Death

If you die before  annuitization or before the entire amount of the Roth IRA has
been  distributed to you,  distributions  of your entire interest under the Roth
IRA must be completed by December 31 of the fifth year after your death,  unless
payments to a designated beneficiary begin by December 31 of the year after your
death and are made over the  beneficiary's  life or over a period which does not
extend beyond the beneficiary's life expectancy. If your surviving spouse is the
designated beneficiary,  no distributions are required until after the surviving
spouse's death.

Taxation of Death Benefit

Distributions  received  by a  beneficiary  are  generally  given  the  same tax
treatment the individual  would have received if  distribution  had been made to
the individual.

Federal and State Income Tax Withholding from Roth IRA; Information Reporting

The general rules  discussed  above in this Part under "General Rules of Federal
and  State  Income  Tax  Withholding;  Information  Reporting"  apply,  with the
following addendum applicable to Roth IRAs.

Equitable  Life is  required  to withhold  Federal  income tax on payments  from
annuity contracts which may be included in gross income.  For this reason we are
generally  required to withhold on conversion  rollovers of Traditional  IRAs to
Roth  IRAs,  as the  deemed  withdrawal  from the  Traditional  IRA is  taxable.

Generally,  no  withholding is required on  distributions  which are not taxable
(for example,  a direct transfer from one Roth IRA to another Roth IRA you own).
In the case of  distributions  from a Roth IRA, we may not be able to  calculate
the portion of the  distribution  (if any) subject to tax. We may be required to
withhold  on the  gross  amount  of the  distribution  unless  you  elect out of
withholding  as  described  in "General  Rules of Federal  and State  Income Tax
Withholding;  Information Reporting." This may result in tax being withheld even
though  the Roth IRA  distribution  is not  taxable  in whole or in part.  If we
withhold income tax, any income tax withheld is a credit against your income tax
liability.  Distributions from Roth IRAs are reported to the IRS on Form 1099-R.
We  also  make  annual  reports  to the IRS on Form  5498 as to any  regular  or


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rollover  contributions  received. You will get a copy of any of the information
furnished to the IRS.

PROHIBITED TRANSACTIONS

The  general  rules  discussed  above  in  this  Part  of the  prospectus  under
"Traditional IRAs -- Prohibited Transactions" apply.

EXCESS CONTRIBUTIONS

Excess  contributions  to a Roth IRA are subject to a 6% excise tax for the year
in which  made and for each  year  thereafter  until  withdrawn.  In the case of
"regular"  Roth IRA  contributions,  any  contributions  in excess of the amount
permitted is an "excess  contribution." (As discussed above under "Contributions
to Roth IRAs -- Regular Contributions to Roth IRAs," the amount permitted may be
zero for persons over adjusted gross income limits,  and is generally  $2,000 --
or  earnings  if less -- reduced by regular  contributions  made to  Traditional
IRAs.) In the case of rollover Roth IRA  contributions,  "excess  contributions"
are amounts  which are not eligible to be rolled over (for  example,  conversion
rollovers from a Traditional IRA for  individuals  with adjusted gross income in
excess of $100,000 in the conversion year).

There is some  uncertainty  under current law regarding the adjustment of excess
contributions to Roth IRAs. The rules applicable to Traditional  IRAs, which may
apply,  provide that an excess  contribution  ("regular"  or rollover)  which is
withdrawn before the time for filing the individual's  Federal income tax return
for the tax year  (including  extensions) is not includable in income and is not
subject to the 10% penalty  tax on early  distributions  (discussed  below under
"Penalty Tax on Premature Distributions"), provided any earnings attributable to
the excess contribution are also withdrawn. The withdrawn earnings on the excess
contribution,  however, could be includable in the individual's gross income for
the tax year in which the excess contribution from which they arose was made and
could be  subject  to the 10%  penalty  tax.  If  excess  contributions  are not
withdrawn before the time for filing the individual's  Federal income tax return
for the tax year (including  extensions),  the "regular" contributions may still
be withdrawn after that time if the Roth IRA  contribution  for the tax year did
not exceed $2,000 and no tax deduction was taken for the excess contribution; in
that event, the excess  contribution would not be includable in gross income and
would not be subject to the 10% penalty tax.

Pending legislation,  if enacted, would provide that a taxpayer has up until the
due date of the Federal income tax return for a tax year (including  extensions)
to correct an excess  contribution  to a Roth IRA by doing a  trustee-to-trustee
transfer to a  Traditional  IRA of the excess  contribution  and the  applicable
earnings, as long as no deduction is taken for the contribution.

PENALTY TAX ON PREMATURE DISTRIBUTIONS

The  general  rules  discussed  above  in  this  Part  of the  prospectus  under
"Traditional  IRAs -- Penalty Tax on  Premature  Distributions"  generally  also
apply to Roth IRAs.  That is, the taxable portion of  distributions  from a Roth
IRA made  before  you  reach age 59 1/2 will be  subject  to an  additional  10%
Federal income tax penalty unless one of the listed exceptions applies. For Roth
IRA  distributions,  the penalty exception for "qualified  first-time  homebuyer
distributions" as defined in the Code could apply, for example,  if you have not
met the five-year  holding or aging period for the distribution to be completely
tax free.

Under pending legislation, if amounts converted from a Traditional IRA to a Roth
IRA are withdrawn in the five-year period beginning with the year of conversion,
to the extent  attributable to amounts that were includable in income due to the
conversion transaction,  the amount withdrawn from the Roth IRA would be subject
to the 10% early withdrawal penalty,  even if the amount withdrawn from the Roth
IRA is not  includable  in income  because of the  recovery-of-investment  first
rule.  However,  if the recipient is eligible for one of the penalty  exceptions
listed above (e.g., being age 59 1/2 or older) no penalty will apply.

Such pending  legislation  also provides that an additional 10% penalty applies,
apparently  without  exception,  to  withdrawals  allocable  to 1998  conversion
transactions  before the  five-year  exclusion  date,  in order to recapture the
benefit of the prorated  inclusion of Traditional IRA conversion income over the
four-year  period.  See  "Contributions  to  Roth  IRAs --  Conversion  Rollover
Contributions  to Roth IRAs." It is not known whether this  legislation  will be
enacted in its current form, but it could be retroactive to January 1, 1998.

SIMPLIFIED EMPLOYEE PENSIONS (SEPS)

An  employer  can   establish  a  SEP  plan  for  its  employees  and  can  make
contributions to a Contract for each eligible employee.  A SEP IRA Contract is a
form of Traditional IRA Contract,  owned by the  employee-Annuitant  and most of
the  rules  applicable  to  Traditional  IRAs  discussed  above  apply.  A major
difference is the amount of  permissible  contributions.  Rules similar to those
discussed above under  "Qualified  Plans General;  Contributions"  apply. Due to
statutory limits,  in 1998 an employer can annually  contribute an amount for an
employee  up to the  lesser of $24,000  or 15% of the  employee's  compensation,
determined  without taking into account the employer's  contribution to the SEP.
This  $24,000  maximum,  based  on the  1998  statutory  compensation  limit  of
$160,000,  may be adjusted for cost-of-living changes in future years. Under our
current practice,  regular Traditional IRA contributions by the employee may not
be made under


                                       83

<PAGE>

a SEP IRA Contract and are put into a separate Traditional IRA Contract.

Salary  reduction  SEP  (SARSEP)  plans may no longer be  established  for years
beginning after December 31, 1996. However, employers who had established SARSEP
plans  prior  to  1997  can  continue  to  make   contributions   on  behalf  of
participating  employees for 1997 and later years. SARSEP plans are subject to a
number of special rules, some of which are discussed in the SAI.

SEP plans are available under EQUI-VEST Series 300 in most states. EQUI-VEST SEP
Series 200 are available in states where the 300 Series is not available.

SIMPLE IRAS (SAVINGS INCENTIVE
MATCH PLANS)

An eligible employer may establish a "SIMPLE IRA" plan to make  contributions to
special individual  retirement accounts or individual  retirement  annuities for
its employees  ("SIMPLE  IRAs").  The IRS has issued  various forms which may be
used by employers to set up a SIMPLE IRA plan. Currently,  we are accepting only
those  SIMPLE  IRA plans  using IRS Form  5304-SIMPLE.  Use of Form  5304-SIMPLE
requires that the employer permit the employee to select a SIMPLE IRA provider.

The  employer  cannot  maintain  any  other  qualified  plan,  SEP  plan  or TSA
arrangement  if it  makes  contributions  under a  SIMPLE  IRA  plan.  (Eligible
employers may maintain EDC plans.)

Any  type  of  employer  --  corporation,  partnership,   self-employed  person,
government or tax-exempt entity -- is eligible to establish a SIMPLE IRA plan if
it meets the  requirements  about number of employees and  compensation of those
employees.  It is the  responsibility of the employer to determine whether it is
eligible to establish a SIMPLE IRA plan and whether such plan is appropriate.

The employer  must have no more than 100 employees who earned at least $5,000 in
compensation from the employer in the prior calendar year.

An  employer  establishing  a SIMPLE IRA plan  should  consult  its tax  adviser
concerning  the  various   technical  rules   applicable  to  establishing   and
maintaining  SIMPLE  IRA  plans.  For  example,  the  definition  of  employee's
"compensation"  may vary  depending  on  whether  it is used in the  context  of
employer  eligibility,   employee   participation,   and  employee  or  employer
contributions.

Participation  must be open to all  employees  who  received at least  $5,000 in
compensation  from the employer in any two preceding  years (they do not have to
be consecutive years) and who are reasonably expected to receive at least $5,000
in compensation during the year.  (Certain collective  bargaining unit and alien
employees may be excluded.)

The  only  kinds of  contributions  which  may be made to a  SIMPLE  IRA are (i)
contributions  under a salary  reduction  agreement  entered  into  between  the
employer and the participating employee and (ii) required employer contributions
(employer matching contributions or employer nonelective contributions). (Direct
transfer and rollover  contributions from other SIMPLE IRAs, but not Traditional
IRAs or Roth IRAs, may also be made.) Salary reduction  contributions can be any
percentage of compensation (or a specific dollar amount,  if the employer's plan
permits) but are limited to $6,000 in 1998. The $6,000  elective  deferral limit
may be indexed for cost-of-living adjustments in future years.

Generally,  the employer is required to make matching contributions on behalf of
each eligible employee in an amount equal to the salary reduction contributions,
up to 3% of the employee's compensation.  In certain circumstances,  an employer
may  elect  to make  required  employer  contributions  on an  alternate  basis.
Effective for taxable years beginning in 1997,  employer matching  contributions
to a SIMPLE IRA for  self-employed  individuals are treated the same as matching
contributions  for  employees.  (They are not subject to the  elective  deferral
limits.)

Tax Treatment of SIMPLE IRAs

Unless specifically otherwise mentioned,  for example,  regarding differences in
funding and potential  penalty tax on  distributions,  the rules discussed above
under "Traditional IRAs" also apply to SIMPLE IRAs.

Amounts contributed to SIMPLE IRAs are not currently taxable to employees.  Only
the employer can deduct SIMPLE IRA contributions,  not the employee. An employee
eligible to participate  in a SIMPLE IRA is treated as an active  participant in
an  employer  plan  and  thus  may  not  be  able  to  deduct  (fully)   regular
contributions to his/her own Traditional IRA.

As with Traditional IRAs in general,  contributions and earnings  accumulate tax
deferred  until  withdrawn and are then fully  taxable.  There are no withdrawal
restrictions  applicable  to  SIMPLE  IRAs.  However,  because  of the  level of
employer  involvement,  SIMPLE IRA plans are subject to some rules under  ERISA.
See the rules under "ERISA Matters" above.

Amounts withdrawn from a SIMPLE IRA can be rolled over to another SIMPLE IRA, or
to a Traditional IRA. In 1998, no rollovers are permitted from a SIMPLE IRA to a
Roth IRA. No rollovers from a SIMPLE IRA to a Traditional  IRA are permitted for
individuals  under age 59 1/2 who have not participated in the employer's SIMPLE
IRA plan for two full years.  Also, for such individuals,  any amounts withdrawn
from a SIMPLE IRA are not only fully  taxable but are subject to a 25% (not 10%)
additional Federal income tax penalty. (The


                                       84

<PAGE>

exceptions for death, disability, etc. discussed in this Part under "Traditional
IRAs -- Penalty Tax on Premature Distributions" apply.)

SIMPLE  IRA plans are  available  under  EQUI-VEST  Series  400 in most  states.
EQUI-VEST  SIMPLE IRA Series 300 and Series 200 are  available  in states  where
Series 400 is not available.

PUBLIC AND TAX-EXEMPT  ORGANIZATION  EMPLOYEE DEFERRED  COMPENSATION  PLANS (EDC
PLANS)

Employees  and  independent  contractors  who perform  services  for an eligible
employer which  maintains a plan  satisfying the  requirements of Section 457 of
the Code (EDC  Plan) may  exclude  from  Federal  gross  income  certain  salary
reduction  amounts.  Employers  eligible to maintain EDC Plans are  governmental
entities  such as  states,  municipalities,  and  state  agencies  (GOVERNMENTAL
EMPLOYER) or tax-exempt entities (TAX-EXEMPT EMPLOYER). Tax-exempt employers are
generally subject to ERISA, and may be required by the provisions of that Act to
limit  participation  in an EDC plan to a select group of  management  or highly
compensated employees.

The EDC plan funds are subject to the claims of the employer's general creditors
in an EDC plan maintained by a tax-exempt employer. In an EDC plan maintained by
a  governmental  employer,  the  plan's  assets  must be held in  trust  for the
exclusive  benefit of  employees.  (Under the Internal  Revenue Code, an annuity
contract is afforded  the same status as a trust,  and the  contract  places the
assets out of reach of the employer's  creditors.)  This  requirement  currently
applies to EDC plans newly  established by a  governmental  employer and must be
met by 1999 for governmental  employer EDC plans established before August 1996.
Regardless of Contract ownership, the EDC plan may permit the employee to choose
among various investment options.

Generally,  the maximum  contribution  amount  that can be  excluded  from gross
income  in  any  tax  year  under  an  EDC  plan  is 33 1/3%  of the  employee's
"includable  compensation,"  up to  $7,500.  This  amount  may be  adjusted  for
cost-of-living  increases in  accordance  with Section 457 of the Code. In 1998,
this amount is $8,000. Special rules may permit "catch-up"  contributions during
the three years preceding normal retirement age under the EDC plan.

In general,  no amounts may be withdrawn  from an EDC 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 an EDC
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 onetime  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 $5,000) 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.

EDC plans are subject to minimum  distribution rules similar to those that apply
to qualified plans. See "Distributions  from Qualified Plans and TSAs -- Minimum
Distributions"  above.  That is,  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. Failure to make required
distributions may cause the  disqualification of the EDC plan.  Disqualification
may result in current taxation of EDC plan benefits.  In addition, a 50% penalty
tax is imposed on the difference  between the required  distribution  amount and
the  amount  actually  distributed,  if  any.  It is  the  plan  administrator's
responsibility to see that minimum distributions from an EDC plan are made.

If the EDC 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 the life  expectancy of the surviving  spouse if the spouse is the
designated beneficiary).

Distributions from an EDC plan may not be rolled over or transferred to an IRA.

Distributions to an EDC plan participant are characterized as "wages" for income
tax  reporting  and  withholding  purposes.  No election out of  withholding  is
possible.  See  "General  Rules of Federal  and State  Income  Tax  Withholding;
Information   Reporting"   above.   Withholding   on  wages  is  the  employer's
responsibility.  Distributions  from an EDC plan 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 an EDC plan may result in a reduction of
an employee's Social Security benefits.


                                       85

<PAGE>

- --------------------------------------------------------------------------------
                        PART 10: INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

The  consolidated  financial  statements and  consolidated  Financial  Statement
schedules  of  Equitable  Life at December 31, 1997 and 1996 and for each of the
years in the  three-year  period ended  December 31, 1997  included in Equitable
Life's  Annual  Report  on Form  10-K  for the  year  ended  December  31,  1997
incorporated  by  reference  in this  prospectus,  have  been  audited  by Price
Waterhouse LLP,  independent  accountants,  whose report thereon is incorporated
herein  by  reference.   Such  consolidated   financial   statements  have  been
incorporated herein by reference in reliance upon the report of Price Waterhouse
LLP given upon their authority as experts in accounting and auditing.


- --------------------------------------------------------------------------------
                           PART 11: LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------

Equitable Life and its affiliates are parties to various legal proceedings, none
of which,  in our view,  are likely to have a material  adverse  effect upon the
Separate Account, our ability to meet our obligations under the Contracts or the
Contracts' distribution.


                                       86
<PAGE>

- --------------------------------------------------------------------------------
                 APPENDIX I: AN EXAMPLE OF FIXED MATURITY PERIOD
                             MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------

The example below shows how the market value  adjustment would be determined and
how it would  be  applied  to a  withdrawal,  assuming  that  $100,000  had been
invested on June 14, 1996 to a Fixed Maturity  Period with an Expiration Date of
June 15, 2005 (i.e., 9 years later) at a Rate to Maturity of 7.00%  resulting in
a Maturity Amount at the Expiration  Date of $183,846.  We further assume that a
withdrawal of $50,000 is made four years later,  on June 15, 2000.  See "Part 5:
The Fixed Maturity Account" for a description of the market value adjustment.

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
                                                                                             ASSUMED
                                                                                 GUARANTEED RATE ON JUNE 15, 2000
                                                                                5.00%                        9.00%
                                                                    -----------------------------------------------------------
As of June 15, 2000 (Before Withdrawal)
- --------------------------------------
<S>                                                                           <C>                          <C>       
(1)  Market Adjusted Amount......................................             $144,048                     $119,487
(2)  Book Value..................................................              131,080                      131,080
(3)  Market Value Adjustment: (1)-(2)............................               12,968                      (11,593)

On June 15, 2000 (After Withdrawal)
- ----------------------------------
(4)  Portion of Market Value Adjustment Associated
     with Withdrawal: (3) x [$50,000/(1)]........................             $  4,501                     $ (4,851)
(5)  Reduction in Book Value: [$50,000 -(4)]......................               45,499                       54,851
(6)  Book Value: (2)-(5).........................................               85,581                       76,229
(7)  Maturity Amount.............................................              120,032                      106,915
(8)  Revised Market Adjusted Amount..............................               94,048                       69,487
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
You should note that under this example if a withdrawal  is made when rates have
increased from 7.00% to 9.00% (right column), a negative market value adjustment
is  realized.  On the  other  hand,  if a  withdrawal  is made when  rates  have
decreased from 7.00% to 5.00% (left column),  a positive market value adjustment
is realized.


                                       87
<PAGE>

- ---------------------------------------------------------------------------
                    STATEMENT OF ADDITIONAL INFORMATION
                             TABLE OF CONTENTS
- ---------------------------------------------------------------------------
                                                                  PAGE
- ---------------------------------------------------------------------------
   Part   1:      Additional Loan Provisions                        2
- ---------------------------------------------------------------------------
   Part   2:      Tax Rules: Special Aspects                        3
- ---------------------------------------------------------------------------
   Part   3:      Required Minimum Distributions Option             4
- ---------------------------------------------------------------------------
   Part   4:      Accumulation Unit Values                          5
- ---------------------------------------------------------------------------
   Part   5:      Calculation of Annuity Payments                   5
- ---------------------------------------------------------------------------
   Part   6:      The Reorganization                                6
- ---------------------------------------------------------------------------
   Part   7:      Alliance Money Market Fund Yield Information      7
- ---------------------------------------------------------------------------
   Part   8:      Other Yield Information                           7
- ---------------------------------------------------------------------------
   Part   9:      Distribution                                      8
- ---------------------------------------------------------------------------
   Part  10:      Key Factors in Retirement Planning                8
- ---------------------------------------------------------------------------
   Part  11:      Long-Term Market Trends                          12
- ---------------------------------------------------------------------------
   Part  12:      Custodian and Independent Accountants            14
- ---------------------------------------------------------------------------
   Part  13:      Financial Statements                             14
- ---------------------------------------------------------------------------



         HOW TO OBTAIN THE EQUI-VEST STATEMENT OF ADDITIONAL INFORMATION




       Call 1-800-628-6673 or send this request form to:
- -------------------------------------------------------------
                           EQUI-VEST

                     Administration Office
                         The Equitable
                         P.O. Box 2996
                    New York, NY 10116-2996
- -------------------------------------------------------------



Please send me a Statement of Additional Information dated May 1, 1998



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

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

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

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


                                       88

<PAGE>


                                  EQUI-VEST(R)
                          PERSONAL RETIREMENT PROGRAMS
                                       AND
                     EMPLOYER-SPONSORED RETIREMENT PROGRAMS
                       STATEMENT OF ADDITIONAL INFORMATION
                                DATED MAY 1, 1998

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

                  VARIABLE ANNUITY CONTRACTS FUNDED THROUGH THE
                     INVESTMENT FUNDS OF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                      INVESTMENT OPTIONS
- -------------------------------------------------------------------------------------------------------------------------------
                                       INVESTMENT FUNDS                                           OTHER INVESTMENT OPTIONS
- -------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                            <C>                             <C>
o Alliance Money Market         o Alliance Small Cap Growth    o EQ/ Putnam Balanced           o Guaranteed Interest Account
o Alliance Intermediate         o  Alliance Conservative       o MFS Research                  o Fixed Maturity Account:
  Government Securities            Investors                   o MFS Emerging Growth Companies   A choice of ten Fixed
o Alliance High Yield           o  Alliance Balanced           o Morgan Stanley Emerging         Maturity Periods with
o Alliance Quality Bond         o  Alliance Growth Investors     Markets Equity                  expiration dates 1999
o Alliance Growth & Income      o T. Rowe Price International  o Warburg Pincus Small Company    through 2008
o Alliance Equity Index           Stock                          Value
o Alliance Common Stock         o T. Rowe Price Equity Income  o Merrill Lynch World Strategy
o Alliance Global               o EQ/Putnam Growth & Income    o Merrill Lynch Basic Value
o Alliance International          Value                          Equity
o Alliance Aggressive Stock
- -------------------------------------------------------------------------------------------------------------------------------
</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:        The addresses for our Processing Offices are in
                              Part 1 of the prospectus under the heading 
                              "Services We Provide."
- --------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should be
read in conjunction with the Separate Account A prospectus for EQUI-VEST,  dated
May 1,  1998.  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  toll-free,  1-800-628-6673,  or by contacting your Equitable
Representative.

- --------------------------------------------------------------------------------
                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------
                                                                           PAGE
- --------------------------------------------------------------------------------
  Part    1    Additional Loan Provisions                                     2
- --------------------------------------------------------------------------------
  Part    2    Tax Rules: Special Aspects                                     3
- --------------------------------------------------------------------------------
  Part    3    Required Minimum Distributions Option                          4
- --------------------------------------------------------------------------------
  Part    4    Accumulation Unit Values                                       5
- --------------------------------------------------------------------------------
  Part    5    Calculation of Annuity Payments                                5
- --------------------------------------------------------------------------------
  Part    6    The Reorganization                                             6
- --------------------------------------------------------------------------------
  Part    7    Alliance Money Market Fund Yield Information                   7
- --------------------------------------------------------------------------------
  Part    8    Other Yield Information                                        7
- --------------------------------------------------------------------------------
  Part    9    Distribution                                                   8
- --------------------------------------------------------------------------------
  Part   10    Key Factors in Retirement Planning                             8
- --------------------------------------------------------------------------------
  Part   11    Long-Term Market Trends                                       12
- --------------------------------------------------------------------------------
  Part   12    Custodian and Independent Accountants                         14
- --------------------------------------------------------------------------------
  Part   13    Financial Statements                                          14
- --------------------------------------------------------------------------------

    Copyright 1998 The Equitable Life Assurance Society of the United States,
                            New York, New York 10104
                              All rights reserved.
                              ____________________               Cat. No. 127654
                                    888-1149


<PAGE>

- --------------------------------------------------------------------------------
PART 1 -- ADDITIONAL LOAN PROVISIONS

The  EQUI-VEST  Corporate  Trusteed,  non-ERISA,  and ERISA  TSA Loans  have the
following features in common:

The term of a TSA or  Corporate  Trusteed  loan is five years unless the loan is
used to acquire the  Participant's  primary  residence.  Our contract  limit for
loans used to purchase the Participant's primary residence is 10 years.

The loan term under  Corporate  Trusteed and TSA Contracts may not extend beyond
the earliest of: (1) election and commencement of annuity benefits, (2) the date
of termination of the Contract and (3) the date a death benefit is paid.

Payment  to us to  cover  loan  interest  and to  amortize  a loan  will  be due
beginning the first day of the third month  following the effective  date of the
loan and quarterly thereafter.  All loan payments must be made by check and must
be drawn on a bank in the U.S.,  in U.S.  dollars and made  payable to Equitable
Life. Loan payments  received prior to the due date will be credited only on the
next  payment  due date.  Any  payments  we  receive  will  first be  applied to
interest, with the balance applied to repayment of the loan.

Only one loan is permitted at any one time.  At any time after the loan has been
issued, a loan may be repaid in full and terminated earlier than scheduled.

Plans  subject to ERISA  provide that the  Participant's  spouse must consent in
writing to the loan.

On the loan effective date, we will transfer to a loan reserve account an amount
equal to the loan  plus  10% of the  loaned  amount  for TSA  loans  and 25% for
Corporate  Trusteed  loans.  The  additional  amount is intended as a reserve to
cover the  contingencies  including  unpaid  interest and applicable  withdrawal
charges.  Initially,  an  amount  equal to the loan  amount  will be held in our
general account and will earn interest at an effective  annual rate of 4% during
the loan term (for TSA loans,  the interest is at the Loan Reserve  Account Rate
- -- the Loan Interest Rate minus 2% during the loan term), whereas the additional
loan reserve, as stated above, will be held in the general account but will earn
interest at the Guaranteed  Interest Account's current guaranteed  interest rate
applicable to the contract.

You may specify from which  Investment  Options the loan and loan reserve are to
be deducted  when you request the loan.  If not  specified,  we will prorate the
amounts  withdrawn  from the  Investment  Options  based on the  amounts in each
Investment  Option.  No partial  withdrawals  or transfers from the loan reserve
account are permitted.

On the first day of the third month following the effective date of the loan and
quarterly  thereafter (or on the first Business Day  thereafter,  if such day is
not a Business Day), the amount of interest  earned at 4% annually (Loan Reserve
Account Rate for TSA loans) during the prior quarter will be  transferred to the
Guaranteed  Interest Account.  Any loan payment will result in a transfer of the
amount of  principal  repaid from the portion of the loan  reserve  account that
earns 4% interest  (Loan Reserve  Account Rate for TSA loans) to the  Guaranteed
Interest  Account,  and  then  may be  withdrawn  (if  otherwise  permitted)  or
transferred to one or more Investment Funds.

Upon full  repayment  of the loan,  any amounts  remaining  in the loan  reserve
account will be transferred to the Guaranteed  Interest  Account and may then be
withdrawn (if otherwise permitted) or transferred among the Investment Funds.

EQUI-VEST Corporate Trusteed Loans

The EQUI-VEST  Corporate  Trusteed loan request form is entered into between the
Participant  and the  trustee.  Equitable  performs  services  specified  in the
Agreement  on behalf of the  trustee.  The trustee (or  employer,  or other plan
administrator  and not Equitable) is responsible for monitoring  compliance with
Code and ERISA  requirements  and the  requirements of the particular  plan. The
trustee will make payments to Equitable.

The trustee of a qualified  plan  purchasing  an  EQUI-VEST  Corporate  Trusteed
Contract may set any interest  rate for a loan so long as it is not less than 6%
nor more  than the  maximum  rate  permitted  by  applicable  law.  The  trustee
(Contract Owner) must bill the plan participant  (Annuitant) for the difference,
if any, between 6% and the rate the trustee charges. Under the terms of the Code
and ERISA, if an unreasonably high or low rate of interest is charged for loans,
the plan may be  disqualified  and the  amount of the loan may be  treated  as a
taxable distribution.  In that case, the trustee would be required to report the
"deemed" distribution to the Internal Revenue Service (IRS).

For Corporate Trusteed Contracts, the "loan effective date" means either (1) the
first day of the month following the date the loan agreement, properly completed
and signed by the plan  participant  (Annuitant),  is  approved  by the  trustee
(Contract  Owner) and received and accepted by us at our Processing  Office,  if
the loan  agreement  is received on or before the 15th day of the month,  or (2)
the  first  day of the  second  month  following  the date  the loan  agreement,
properly completed and signed by the plan participant  (Annuitant),  is approved
by  the  trustee  (Contract  Owner)  and  received  and  accepted  by us at  our
Processing  Office,  if the loan agreement is received after the 15th day of the
month.


                                       2
<PAGE>

- --------------------------------------------------------------------------------
The loan amount is based on the  Participant's  vested  interest in the Plan and
the Annuity Account Value of the EQUI-VEST Contract on the loan effective date.

If loan interest  (except  interest due at the end of the loan term) or required
principal  repayments are not received at our  Processing  Office within fifteen
days after the due date, or if any loan  principal and accrued  interest are due
at the end of the loan  term,  the loan is in  default.  We will  make a partial
withdrawal from the additional  loan reserve account in an amount  sufficient to
pay the amount  due plus any  applicable  withdrawal  charges  and any  required
income tax  withholding.  Such a withdrawal could result in a penalty tax or the
disqualification  of your EQUI-VEST Corporate Trusteed Contract or the qualified
plan.

The  trustee is  required  to report to the IRS the  amount of the  default as a
deemed taxable distribution which may also be subject to penalty tax.

Non-ERISA TSA Loans

The minimum  loan amount is $3,000 and the maximum is $50,000  (less the highest
outstanding  loan  balance in the  preceding  twelve  calendar  months  less the
outstanding balance of all loans from the employer's  qualified plan on the date
the loan is made).  The maximum amount of the loan is 80% of the Annuity Account
Value,  if the amount of the Annuity  Account  Value is at least $3,750 but less
than  $12,500;  $10,000 if the amount of the Annuity  Account  Value is at least
$12,500 but less than $20,000; or 50% of the Annuity Account Value if the amount
of the Annuity Account Value is $20,000 or more.

ERISA TSA Loans

The  minimum  loan amount is $1,000;  the maximum is 50% of the Annuity  Account
value,  but not more than $50,000.  The $50,000 maximum is reduced by the excess
of the highest outstanding loan balance in the preceding twelve calendar months,
less the  outstanding  balance of any loans under all the  employer's  qualified
plans on the date the loan is effective.

Equitable  will set a reasonable  interest rate for plan loans as defined below,
unless the plan administrators  notify us of their intent to set their own rate.
If we set the  rate,  it will be  equal  to the  Moody's  Corporate  Bond  Yield
Averages.  With Moody's,  we will use the average for Baa bonds for the calendar
month ending two months before the date on which the rate is determined.

Non-ERISA and ERISA TSA Loans

The Annuity  Account Value is measured on the "Loan Effective Date" which is the
first day of the month  following the date we approve a properly  completed loan
request form.

There  are a number of rules  governing  the  minimum  and  maximum  that can be
requested for a loan.  These rules are described on the loan request form.  This
form should be reviewed carefully prior to requesting a loan.

If a required  loan  repayment on a TSA Contract is not made,  we will treat the
amount  equal to the interest and  principal  payment due as a default.  We will
also deduct a default  charge (as  described  below).  We will treat such amount
(plus any required  income tax  withholding)  as a "deemed  distribution."  Such
amount will be taxable and also may be subject to a penalty tax.

The  default  charge  on the  amount  of  deemed  distribution  is  equal to the
applicable  withdrawal  charge  which would have applied if such amount had been
withdrawn from the Contract.

Amounts in default will be in the loan reserve account in suspense until Federal
tax rules permit such amounts to be deducted from the TSA Contract to repay your
obligation to us.

Currently we default your loan on a missed-payment-by-missed-payment  basis, but
under  proposed  Federal  regulations,  we may be required to default the entire
unpaid loan balance and unpaid interest at the time of the default.  Under these
proposed  regulations,  we  would be  required  to treat  the  entire  remaining
outstanding  balance of the loan  (including  any unpaid  interest)  as a deemed
taxable distribution in the year of the default,  which is subject to income tax
reporting and early distribution tax penalty.  See Part 9 of the prospectus.  If
your contract is subject to Federal  income tax withdrawal  restrictions  at the
time you default,  because of the interplay between Federal income tax rules and
state  insurance  law  requisites,  we may be  required  to  continue  to charge
interest  and credit  interest on the unpaid loan balance  until such  defaulted
payment liability can be satisfied by an actual distribution. This may result in
additional  taxable income to you. Interest credited on amounts in default could
result in additional  taxable income in the amount of the interest  credited and
could be subject to a penalty tax. See "Penalty Tax on Early  Distributions" and
"Distributions from Qualified Plans and TSAs" in Part 9 of the prospectus.

- --------------------------------------------------------------------------------
PART 2 -- TAX RULES: SPECIAL ASPECTS

CERTAIN DISTRIBUTIONS FROM TRUSTEED CONTRACTS

In the case of an EQUI-VEST Trusteed Contract,  the trustee,  as Contract Owner,
may  transfer   ownership   of  the   Contract  to  the   Annuitant  in  certain
circumstances.  This transfer  constitutes a distribution from a qualified plan.
Although the Annuitant will receive a tax information report on the distribution
from the plan  administrator,  this  transaction  is not a taxable  event to the
Annuitant  until any  payments  are made  under the  transferred  Contract.  The
transfer of ownership  from 


                                       3
<PAGE>

- --------------------------------------------------------------------------------
the Trustee to the Annuitant is not an IRA rollover.  If they otherwise  qualify
as "eligible  rollover  distributions,"  amounts  distributed from the Contract,
however, may subsequently be directly rolled over into an individual  retirement
arrangement or another qualified retirement plan.

SIMPLIFIED EMPLOYEE PENSION PLAN (SEPS)

When an employer  establishes a SEP for its  employees,  contributions  for each
eligible employee can be made under a Contract issued as a Traditional IRA.

Contributions.  Due to statutory limits, in 1998 an employer's contribution to a
SEP for an employee, including any salary reduction contributions, cannot exceed
the lesser of  $24,000 or 15% of the  employee's  compensation.  The  employee's
compensation   is  determined   without   taking  into  account  the  employer's
contribution to the SEP, and is statutorily  limited to $150,000 as adjusted for
cost-of-living changes ($160,000 in 1998).

The employer must make a  contribution  for each employee who has reached age 21
and has worked for the  employer  during at least  three of the  preceding  five
years.  Contributions are not required for employees who (1) earn less than $300
as  indexed  for  inflation  ($400  in  1998) in a year,  (2) are  covered  by a
collective  bargaining  agreement or (3) are non-resident  aliens who receive no
earned  income  from  the  employer  from  sources  within  the  United  States.
Generally, SEP plans are maintained on a calendar year basis.

Employer  contributions must be made under a written program which provides that
(i) withdrawals are permitted,  (ii)  contributions are made under an allocation
formula and (iii) bear a uniform  relationship  to  compensation.  Contributions
cannot discriminate in favor of highly compensated  employees.  Contributions to
the SEP may take employer-paid  Social Security benefits into account,  provided
the level of integration satisfies the limits contained in the Code.

Except as otherwise indicated in this section, all of the IRA rules discussed in
Part 9 of the prospectus, including those relating to revocation,  distributions
and penalties for early, minimum and excess distributions, apply to SEPs.

Provided that the plan was established prior to January 1, 1997,  employers with
25 or fewer  eligible  employees  for the  prior  taxable  year may  allow  such
employees to make salary reduction contributions to a SEP (SARSEP). SARSEP plans
may not be established after 12/31/96.  New participants may be added after that
date as long as the plan was in effect prior to 1/1/97.  SARSEP arrangements can
be offered only if at least 50% of the eligible  employees  elect to participate
in the  SARSEP.  Special  nondiscrimination  rules  apply to highly  compensated
employees in a SARSEP.  The percentage of compensation  deferred by any eligible
highly  compensated   employee  cannot  exceed  125%  of  the  average  deferred
compensation  percentage for all eligible non-highly compensated  employees.  In
addition,  rules  similar  to those  applicable  to 401(k)  programs  and salary
reduction TSAs apply to require  distributions of excess elective  deferrals and
excess contributions.

PENALTIES FOR EXCESS DEFERRALS

If an individual's aggregate elective deferrals under 401(k) plans, SIMPLE IRAs,
SARSEPs and TSAs exceed the  permitted  elective  deferral  limit in any taxable
year  (generally  $7,000 as indexed;  $10,000 in 1998),  the individual  will be
taxed twice on the excess deferral -- once in the year of the deferral and again
when a  distribution  occurs.  If the  individual  notifies the affected plan or
plans and, by April 15 of the following  year,  receives a  distribution  of the
excess  deferral and related  income,  the excess deferral will only be taxed in
the  year of  deferral.  Any  related  income  will be  taxed in the year of the
distribution. The distribution of the excess deferral plus income is not treated
as a withdrawal  of restricted  funds,  is not subject to the 10% penalty tax on
early  retirement  distributions  and is not an eligible  rollover  distribution
subject to 20% mandatory  Federal income tax  withholding.  If excess  deferrals
remain in the plan, the plan may be disqualified.

- --------------------------------------------------------------------------------
PART 3 -- REQUIRED MINIMUM DISTRIBUTIONS OPTION

If you elect this feature designed for Annuitants age 70 1/2 or older, described
in the prospectus, each year we calculate your minimum distribution based on the
Annuity  Account  Value as of  December 31 of the prior  calendar  year and then
calculate the minimum distribution amount based on the various choices you make.
This does not apply to Roth IRA or NQ Contracts.

You may choose  whether the Required  Minimum  Distribution  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, IRS regulations require us to 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 Annuity
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  


                                       4
<PAGE>

- --------------------------------------------------------------------------------
Required  Minimum  Distribution  is elected  in the year in which the  Annuitant
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.

Our Required Minimum  Distribution Option should not be elected if the Annuitant
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 our Required Minimum  Distribution 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
adviser.

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

Accumulation  Unit Values are determined at the end of each Valuation Period for
each of the Investment  Funds.  The  Accumulation  Unit Values for EQUI-VEST may
vary. The method of calculating Accumulation Unit Values is set forth below.

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 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  Separate  Account  asset  charge  for  the  expenses  of the
     contracts times the number of calendar days in the Valuation  Period,  plus
     any charge for taxes or amounts set aside as a reserve for taxes.

- --------------------------------------------------------------------------------
PART 5 -- CALCULATION OF ANNUITY PAYMENTS

The calculation of monthly annuity  payments under a Contract takes into account
the number of annuity units of each  Investment  Fund credited under a Contract,
their respective  annuity unit values,  and a Net Investment Factor. The annuity
unit values used for  EQUI-VEST  may vary,  although  the method of  calculating
annuity  unit  values set forth below  applies to all  Contracts.  Annuity  unit
values will also vary by Investment Fund.

For each Valuation  Period,  the adjusted Net Investment  Factor is equal to the
Net Investment  Factor for the Fund reduced for each day in the Valuation Period
by: 

o  .00013366 of the Net  Investment  Factor for a Contract  with an assumed base
   rate of net investment return of 5% a year; or

o  .00009425 of the Net  Investment  Factor for a Contract  with an assumed base
   rate of net investment return of 3 1/2%.

Because of this adjustment,  the annuity unit value rises and falls depending on
whether the actual rate of net  investment  return (after  charges) is higher or
lower than the assumed base rate.

The  assumed  base rate will be 5%,  except  in  states  where  that rate is not
permitted.  Annuity  payments  based upon an assumed base rate of 3 1/2% will at
first be smaller  than those based upon a 5% assumed base rate.  Payments  based
upon a 3 1/2% rate, however, will rise more rapidly when unit values are rising,
and payments will fall more slowly when unit values are falling than those based
upon a 5% rate.

The amounts of variable annuity payments are determined as follows:

Payments  normally start on the Business Day specified on your election form, or
on such other future date as specified therein. The first three monthly payments
are the same. The initial payment will be calculated  using the basis guaranteed
in the  applicable  EQUI-VEST  Contract or our current  basis,  whichever  would
provide the higher initial benefit.

The first  three  payments  depend on the  assumed  base rate of net  investment
return and the form of annuity  chosen  (and any fixed  period).  If the annuity
involves a life  contingency,  the risk class and the age of the Annuitants will
affect payments.

Payments after the first three will vary according to the investment performance
of the Investment  Fund(s) selected to fund the variable  payments.  After that,
each monthly  payment will be  calculated by  multiplying  the number of annuity
units  credited by the average  annuity unit value for the selected fund for the
second  calendar month  immediately  preceding the due date of the payment.  The
number of units is  calculated  by  dividing  the first  monthly  payment by the
annuity unit value for the Valuation  Period which  includes the due 


                                       5
<PAGE>

- --------------------------------------------------------------------------------
date of the first monthly payment. The average annuity unit value is the average
of the annuity unit values for the Valuation Periods ending in that month.

Illustration of Calculation of Annuity Payments

To show how we  determine  variable  annuity  payments,  assume that the Annuity
Account  Value for an  EQUI-VEST  Series 100  Contract on a  retirement  date is
enough to fund an annuity  with a monthly  payment of $100 and that the  annuity
unit  value of the  selected  Investment  Fund  for the  Valuation  Period  that
includes  the due date of the first  annuity  payment  is $3.74.  The  number of
annuity units  credited under the Contract would be 26.74 (100 divided by 3.74 =
26.74).  Based on a hypothetical  average annuity unit value of $3.56 in October
1995,  the annuity  payment due in December  1995 would be $95.19 (the number of
units (26.74) times $3.56).

The examples  below show what the annuity  payment  would have been for December
31, 1997 for each base rate of net investment return, assuming that $100,000 was
applied at the beginning of each period shown,  for a female age 75, to purchase
a variable Life Annuity with 10 Years Period  Certain,  with initial  payment of
$714.56 and $793.28, using assumed base rates of 3.50% and 5.00% respectively:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                              ONE         THREE        FIVE        TEN        SINCE
                                BASE RATE     YEAR        YEARS       YEARS       YEARS     INCEPTION
- -------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>       <C>          <C>         <C>         <C>      
Alliance                           3.50%    $717.16   $  725.67    $  706.23   $  775.03          --
   Money Market                    5.00%    $787.16   $  773.69    $  731.23   $  747.74          --
Alliance Intermediate              3.50%    $728.38   $  778.12    $  747.57          --   $  813.37
   Government Securities           5.00%    $799.48   $  829.71    $  774.22          --   $  821.10
Alliance                           3.50%    $737.31   $  825.77           --          --   $  734.38
   Quality Bond                    5.00%    $809.28   $  880.52           --          --   $  768.93
Alliance                           3.50%    $798.22   $1,068.47    $1,162.15   $1,458.07          --
   High Yield                      5.00%    $876.13   $1,139.31    $1,203.58   $1,403.77          --
Alliance                           3.50%    $857.86   $1,161.06           --          --   $1,084.51
   Growth & Income                 5.00%    $941.61   $1,238.05           --          --   $1,135.56
Alliance                           3.50%    $873.06   $1,324.64           --          --   $1,286.44
   Equity Index                    5.00%    $958.29   $1,412.48           --          --   $1,355.14
Alliance                           3.50%    $853.22   $1,275.03    $1,414.10   $2,251.30          --
   Common Stock                    5.00%    $936.51   $1,359.81    $1,465.79   $2,179.16          --
Alliance                           3.50%    $777.03   $  961.08    $1,214.09   $1,637.45   $1,396.90
   Global                          5.00%    $852.89   $1,024.81    $1,257.38   $1,576.48   $1,338.13
Alliance                           3.50%    $712.64          --           --          --   $  796.61
   International                   5.00%    $782.22          --           --          --   $  852.61
Alliance                           3.50%    $814.16   $1,190.22    $1,216.25   $2,724.19          --
   Aggressive Stock                5.00%    $893.65   $1,268.54    $1,257.07   $2,610.16          --
Alliance                           3.50%         --          --           --          --   $  780.00
   Small Cap Growth                5.00%         --          --           --          --   $  862.28
Alliance                           3.50%    $767.80   $  883.47    $  852.64          --   $1,014.73
   Conservative Investors          5.00%    $842.75   $  942.04    $  883.04          --   $1,002.28
Alliance                           3.50%    $787.51   $  956.52    $  897.55   $1,409.69          --
   Balanced                        5.00%    $864.38   $1,020.08    $  929.93   $1,363.90          --
Alliance                           3.50%    $803.39   $1,038.49    $1,053.33          --   $1,620.21
   Growth Investors                5.00%    $881.82   $1,107.35    $1,090.89          --   $1,600.34
- -------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
PART 6 -- 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


                                       6
<PAGE>

- --------------------------------------------------------------------------------
portfolios  of The  Equitable  Trust,  which were issued to these  corresponding
Investment  Funds of the Separate  Account.  As described in "Part 3: Investment
Performance" in the  prospectus,  on September 6, 1991, all of the shares of The
Equitable  Trust  held by these  Investment  Funds  were  replaced  by shares of
Portfolios of The Hudson River Trust  corresponding to these Investment Funds of
the Separate Account.

- --------------------------------------------------------------------------------
PART 7 -- ALLIANCE MONEY MARKET FUND YIELD INFORMATION

The Alliance  Money  Market Fund  calculates  yield  information  for  seven-day
periods.  To  determine  the  seven-day  rate of  return,  the net  change in an
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 for
your  contract.  This reduction is made to recognize the deduction of the annual
administrative  charge,  which  is not  reflected  in the  unit  value.  See the
applicable  "Administrative  Charge"  section  in  Part  7  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 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 annual  administrative charge for EQUI-VEST that
is deducted from the Alliance  Money Market Fund will vary for each contract and
the percentage of the aggregate  Annuity Account Value allocated to the Alliance
Money Market Fund. To determine the effect of the annual  administrative  charge
on the yield, we start with the actual aggregate annual administrative  charges,
as a percentage of total assets held under EQUI-VEST.  This amount is multiplied
by 7/365 to produce an average  administrative  charge  factor  which is used in
weekly  yield  computations  for the ensuing  year.  The average  administrative
charge is then divided by the number of Alliance Money Market Fund  Accumulation
Units for the  EQUI-VEST  Series  Contract  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)  [superscript:  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.

While the  Alliance  Money  Market  Fund  yields  will vary among the  different
EQUI-VEST  Contracts,  the same method of calculating Alliance Money Market Fund
yields  applies.  The seven-day  current  yield and effective  yield figures set
forth below reflect the highest  charges that are currently being assessed under
any EQUI-VEST Contract and are for illustrative purposes only.

The seven-day current yield for the Alliance Money Market Fund was 3.93% for the
period ended  December  31, 1997.  The  effective  yield for the Alliance  Money
Market  Fund for that  period  was  4.01%.  Because  these  yields  reflect  the
deduction  of  Separate  Account  expenses,  including  the annual or  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 8 -- OTHER YIELD INFORMATION

Thirty-day  yields may vary according to the series of your EQUI-VEST  Contract,
although the same method of calculating  Fund yields applies.  The yield figures
set forth below reflect the highest  charges that are currently  being  assessed
under any series of EQUI-VEST Contract.

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,  1997 were 4.07% for the
Alliance Intermediate Government Securities Fund, 4.48% for the Alliance 


                                       7
<PAGE>

- --------------------------------------------------------------------------------
Quality  Bond Fund and 8.78% 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.

- --------------------------------------------------------------------------------
PART 9 -- DISTRIBUTION

   
EQ Financial  Consultants,  Inc.  (EQF), a wholly owned  subsidiary of Equitable
Life, performs all sales functions for the Separate Account and may be deemed to
be its principal  underwriter  under the 1940 Act. EQF is also an underwriter of
HRT and  EQAT  and  serves  as the  distributor  of  Equitable's  variable  life
insurance policies and other variable annuity contracts.  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.
EQF's  principal  business  address is 1755 Broadway,  New York, New York 10019.
EQUI-VEST   Contracts   are  sold  by  Equitable   Agents  who  are   registered
representatives  of EQF.  In 1996  and  1997,  EQF was  paid a fee of  $325,380,
annually, for its services as distributor of Equitable's variable contracts. The
offering of the EQUI-VEST Contracts is intended to be continuous.
    

- --------------------------------------------------------------------------------
PART 10 -- KEY FACTORS IN RETIREMENT PLANNING

INTRODUCTION

Equitable  offers  retirement  programs  that  are  available  to help  meet the
retirement  needs of  individuals  and of  employers,  businesses,  and  certain
tax-exempt organizations.  In assessing these retirement needs, some key factors
need to be addressed:  (1) the impact of inflation on fixed retirement  incomes;
(2) the importance of starting to plan early for retirement; (3) the benefits of
tax deferral; and (4) the selection of an appropriate investment strategy.  Each
of these factors is addressed below.

Unless otherwise noted, all of the following presentations use an assumed annual
rate  of  return  of 7.5%  compounded  annually.  This  rate  of  return  is for
illustrative  purposes  only and is not  intended  to  represent  an expected or
guaranteed  rate of return  for any  investment  vehicle.  In  addition,  unless
otherwise  noted,  none of the  illustrations  reflect any  charges  that may be
applied under a particular  investment  vehicle.  Such charges would effectively
reduce the actual return under any investment vehicle.

All  earnings in these  presentations  are assumed to  accumulate  tax  deferred
unless otherwise noted. Most programs designed for retirement  savings offer tax
deferral.  Amounts  withdrawn  generally  are  taxable and a 10% penalty tax may
apply to premature  withdrawals.  Certain  retirement  programs  prohibit  early
withdrawals.  See "Part 9:  Federal Tax and ERISA  Matters"  in the  prospectus.
Where taxes are taken into consideration in these presentations,  a 28% tax rate
is assumed.

The source of the data used by us to compile  the  charts  which  appear in this
section (other than charts 1, 2, 3 and 4) is Ibbotson Associates, Inc., Chicago,
Stocks, Bonds, Bills and Inflation 1998 Yearbook.(TM)All rights reserved.

In reports or other communications or in advertising  material,  we may make use
of these or other graphic or numerical illustrations that we prepare showing the
impact  of   inflation,   planning   early  for   retirements,   tax   deferral,
diversification and other concepts important to retirement planning.

INFLATION

Inflation erodes purchasing  power. This means that, in an inflationary  period,
the dollar is worth less as time  passes.  Because  many  people live on a fixed
income during retirement, inflation is of particular concern to them. The charts
on the next page illustrate the detrimental impact of inflation over an extended
period of time.  Between 1967 and 1997,  the average  annual  inflation rate was
5.34%.  As  demonstrated in Chart 1, this 5.34% average annual rate of inflation
would cause the purchasing  power of $35,000 to decrease to only $7,350 after 30
years.

In Chart 2, the  impact of  inflation  is  examined  from  another  perspective.
Specifically, the chart illustrates the additional income needed to maintain the
purchasing  power of $35,000 over a  thirty-year  period.  Again,  the 1967-1997
historical inflation rate of 5.34% is used. In this case, an additional $131,675
would be required to maintain the purchasing power of $35,000 after 30 years.

                                     CHART 1

[THE FOLLOWING DATA WAS REPRESENTED AS A
SHADED VERTICAL BAR GRAPH IN THE TYPESET
DOCUMENT:]

                  (Income)
Today             $35,000
10 Years          $20,803
20 Years          $12,365
30 Years           $7,350

[END OF GRAPHICALLY REPRESENTED DATA]


                                       8
<PAGE>

- --------------------------------------------------------------------------------
                                     CHART 2

[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED
VERTICAL BAR GRAPH IN THE TYPESET DOCUMENT:]

                    Annual
                    Income          Increase
                    Needed            Needed
Today              $35,000
10 Years           $58,885           $23,885
20 Years           $99,069           $64,069
30 Years          $166,675          $131,675

[END OF GRAPHICALLY REPRESENTED DATA]

STARTING EARLY

The  impact of  inflation  accentuates  the need to begin a  retirement  program
early.  The value of starting early is illustrated in the following  charts.  As
shown in Chart 3, if an individual  makes annual  contributions of $2,500 to his
retirement  program beginning at age 30, he would accumulate  $414,551 by age 65
under the assumptions described earlier. If that individual waited until age 50,
he would only accumulate $70,193 by age 65 under the same assumptions.

                                     CHART 3

[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED
AREA GRAPH IN THE TYPESET DOCUMENT:]

<TABLE>
<S>       <C>         <C>    <C>         <C>         <C>         <C>          <C>          <C>          <C>
[BLACK:]  Age 50      $0          $0          $0          $0           $0      $15,610      $38,020      $70,193
[WHITE:]  Age 40      $0          $0          $0     $15,610      $38,020      $70,193     $116,381     $182,691
[GRAY:]   Age 30      $0     $15,610     $38,020     $70,193     $116,381     $182,691     $277,886     $414,551
</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

In Table 1, the impact of starting early is demonstrated in another format.  For
example,  if an individual invests $300 monthly, he would accumulate $387,193 in
thirty years under our assumptions. In contrast, if that individual invested the
same $300 per month for 15 years,  he would  accumulate  only $97,804  under our
assumptions.

                            TABLE 1
- -------------------------------------------------------------
 MONTHLY
 CONTRI-     YEAR      YEAR      YEAR      YEAR      YEAR
  BUTION      10        15        20        25        30
   $  20    $  3,532  $  6,520 $  10,811 $  16,970 $  25,813
      50       8,829    16,301    27,027    42,425    64,532
     100      17,659    32,601    54,053    84,851   129,064
     200      35,317    65,202   108,107   169,701   258,129
     300      52,976    97,804   162,160   254,552   387,193
- -------------------------------------------------------------

Chart 4 presents an additional  way to  demonstrate  the  significant  impact of
starting to make  contributions  to a  retirement  program  earlier  rather than
later. It assumes that an individual had a goal to accumulate $250,000 (pre-tax)
by age 65. If he starts at age 30, under our assumptions he could reach the goal
by  making a  monthly  pre-tax  contribution  of $130  (equivalent  to $93 after
taxes).  The total net cost for the  30-year-old  in this  hypothetical  example
would be $39,265.  If the individual in this  hypothetical  example waited until
age 50, he would have to make a monthly pre-tax contribution of $747 (equivalent
to $552 after taxes) to attain the goal, illustrating the importance of starting
early.

                                     CHART 4

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK & WHITE
VERTICAL BAR GRAPH IN THE TYPESET DOCUMENT:]

                     GOAL: $250,000 BY AGE 65

                                                      Tax Savings
                                                 and Tax-deferred
                      Start at:     Net Cost     Earnings at 7.5%
$93 a month             Age 30       $39,265             $210,735
$212 a month            Age 40       $63,641             $186,359
$552 a month            Age 50       $99,383             $150,617

[BLACK BARS = NET COST]
[WHITE BARS = TAX SAVINGS AND TAX-DEFERRED EARNINGS AT 7.5%

[END OF GRAPHICALLY REPRESENTED DATA]

TAX DEFERRAL

Contributing  to a retirement  plan early is part of an  effective  strategy for
addressing  the  impact of  inflation.  Another  part of such a  strategy  is to
carefully  select  the  types of  retirement  programs  in which to  invest.  In
deciding where to invest retirement  contributions,  there are three basic types
of programs.

The first type offers the most tax benefits and,  therefore,  is potentially the
most beneficial for 


                                       9
<PAGE>

- --------------------------------------------------------------------------------
accumulating  funds for retirement.  Contributions are made with pre-tax dollars
or are tax  deductible  and earnings grow income tax deferred.  Examples of this
type of program that permit individuals to make  contributions  through personal
savings or indirectly through  employer-offered  salary deferrals are deductible
Individual Retirement Annuities (IRAs); Tax-Sheltered Annuities (TSAs); Employee
Deferred  Compensation plans (EDCs);  401(k) plans; Salary Reduction  Simplified
Employee Pensions (SARSEPs); and SIMPLE IRAs.

Of course, not every individual is eligible to take advantage of these programs.
Examples of this type of program which are employer funded are qualified defined
contribution plans, SEPs and HR-10 (Keogh) Plans.

The second type of program  also  provides  for  tax-deferred  earnings  growth;
however, contributions are made with after-tax dollars. Examples of this type of
program are non-deductible Traditional IRAs and non-qualified annuities.

The third  approach to retirement  savings is fully taxable.  Contributions  are
made with after-tax  dollars and earnings are taxed each year.  Examples of this
type of program include  certificates of deposit,  savings  accounts and taxable
stock, bond or mutual fund investments.

Consider an example. For the type of retirement program that offers both pre-tax
contributions and tax deferral, assume that a $2,500 annual pre-tax contribution
is made for  thirty  years.  In this  example,  the  retirement  funds  would be
$199,607 after thirty years (assuming a 7.5% rate of return,  no withdrawals and
assuming the deduction of a 1.75% Separate  Account daily asset and Trust annual
expense charges and a $30 administrative  charge -- but no contingent withdrawal
charge)  and such funds would be  $277,886  without  the effect of any  charges.
Assuming a lump sum  withdrawal  was made in year thirty and a 28% tax  bracket,
these amounts would be $143,717 and $200,078, respectively.


For the type of program  that  offers  only tax  deferral,  assume an  after-tax
annual contribution of $1,800 for thirty years and the same rate of return. This
after-tax  contribution  is derived by taxing the $2,500  pre-tax  contribution,
again assuming a 28% tax bracket. In this example, the retirement funds would be
$143,468   after  thirty  years   assuming  the  deduction  of  charges  and  no
withdrawals,  and  $200,078  without the effect of charges.  Assuming a lump sum
withdrawal  in year thirty,  the total  after-tax  amount would be $118,417 with
charges deducted and $159,176 without charges.

For the fully taxable investment, assume an after-tax contribution of $1,800 for
thirty years.  Earnings are taxed  annually.  After thirty years,  the amount of
this fully taxable investment is $135,058. Keep in mind that taxable investments
have fees and charges,  too (investment advisory fees,  administrative  charges,
12b-1 fees, sales loads, brokerage  commissions,  etc). We have not attempted to
apply these fees and charges to the fully taxable amounts since this is intended
merely as an example of tax deferral.  Were such charges applied, the amounts in
the fully taxable example would be lower.  Again, it must be emphasized that the
assumed rate of return of 7.5% compounded annually used in these examples is for
illustrative  purposes  only and is not intended to  represent a  guaranteed  or
expected rate of return on any investment vehicle.  Moreover,  early withdrawals
of tax-deferred investments are generally subject to a 10% penalty tax.

INVESTMENT OPTIONS

Selecting an appropriate  retirement  program is clearly an important part of an
effective  retirement  planning  strategy.  Carefully  choosing among investment
options is another essential component.

As  demonstrated in Chart 5, during the 1967-1997  period,  common stock average
annual returns  outperformed  the average  annual returns of fixed  investments,
such as long-term government bonds and Treasury Bills (T-bills).  See "Notes" at
the end of this section. Common stocks earned an average annual return of 12.12%
over this  period,  in contrast to 8.63% and 6.77% for the other two  investment
categories,  respectively.  Significantly,  common stock  returns also  outpaced
inflation, which grew at 5.34% over this period.


                                       10
<PAGE>

- --------------------------------------------------------------------------------
                                     CHART 5

[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED
VERTICAL BAR GRAPH IN THE TYPESET DOCUMENT:]

Average Annual Returns
1967-1997

Inflation 5.34%

T-bills                                   6.77%
Long-Term Government Bonds                8.63%
Common Stock (S&P 500)                   12.12%

[END OF GRAPHICALLY REPRESENTED DATA]

While  Chart 5  illustrates  that  investments  in  common  stocks  outperformed
fixed-income  investments  for the  1967-1997  period,  many  people  prefer  to
diversify  their  investments  by  selecting  a mix of  fixed-income  and growth
investments.  In Chart 6, the  growth  of a  $1,000  investment  is shown  given
various mixes of fixed-income and growth investments.  See "Notes" at the end of
this section.

                                     CHART 6

[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED
VERTICAL BAR GRAPH IN THE TYPESET DOCUMENT:]

Growth of $1,000
1967-1997

100% T-bills                                       $7,437
70% Long-Term Government Bonds/30% Common Stock   $17,068
50% Long-Term Government Bonds/50% Common Stock   $22,266
100% Common Stock                                 $38,351

[END OF GRAPHICALLY REPRESENTED DATA]

Although  common  stock  returns  have  historically  outpaced  returns of fixed
investments,  people often allocate a significant percentage of their retirement
funds to fixed-return investments.  Their primary concern is the preservation of
principal.  Given this concern,  Chart 7 illustrates the impact of exposing only
the  interest  generated  by a fixed  investment  to the stock  market.  In this
illustration,  the fixed investment is represented by a Treasury Bill return and
the stock investment is represented by the Standard & Poor's 500 ("S&P 500").

The chart assumes that a $20,000 fixed  investment  was made on January 1, 1980.
If the interest on that investment  were to accumulate  based upon the return of
the S&P 500, the total  investment  would have been worth  $204,911 in 1997. Had
the interest been reinvested in the fixed investment, the fixed investment would
have grown to $69,070. As illustrated in Chart 7, significant  opportunities for
growth exist while preserving principal. See "Notes" at the end of this section.


                                       11
<PAGE>

- --------------------------------------------------------------------------------
                                     CHART 7

[THE FOLLOWING DATA WAS REPRESENTED AS A LINE GRAPH
IN THE TYPESET DOCUMENT:]

                   $204,911 With Interest     $69,070 Without Interest
                   Exposed to Stock           Exposed to Stock Market 
                   Market (S&P 500)           (S&P 500)               
                   
                     (Value as of Last Day of Year)

       1/1/80      20,000                     20,000
                   20,160                     20,160
                   20,338                     20,339
                   20,547                     20,586
                   20,823                     20,845
                   21,031                     21,014
                   21,183                     21,142
                   21,369                     21,254
                   21,515                     21,390
                   21,708                     21,550
                   21,930                     21,755
                   22,333                     21,964
           80      22,522                     22,252
                   22,619                     22,483
                   22,888                     22,724
                   23,239                     22,999
                   23,386                     23,247
                   23,637                     23,514
                   23,878                     23,832
                   24,129                     24,127
                   24,156                     24,436
                   24,196                     24,739
                   24,659                     25,039
                   25,079                     25,306
           81      25,118                     25,527
                   25,195                     25,731
                   25,113                     25,968
                   25,278                     26,222
                   25,722                     26,518
                   25,770                     26,799
                   25,861                     27,057
                   25,945                     27,341
                   26,850                     27,549
                   27,028                     27,689
                   27,937                     27,852
                   28,411                     28,028
           82      28,690                     28,216
                   29,131                     28,410
                   29,492                     28,587
                   29,965                     28,767
                   30,862                     28,971
                   30,943                     29,171
                   31,495                     29,366
                   31,284                     29,584
                   31,627                     29,808
                   31,938                     30,035
                   31,930                     30,263
                   32,348                     30,475
           83      32,418                     30,698
                   32,490                     30,931
                   32,222                     31,150
                   32,577                     31,378
                   32,826                     31,632
                   32,297                     31,879
                   32,719                     32,118
                   32,701                     32,381
                   34,295                     32,650
                   34,470                     32,931
                   34,708                     33,260
                   34,705                     33,503
           84      35,205                     33,717
                   36,503                     33,936
                   36,845                     34,133
                   37,000                     34,345
                   37,089                     34,592
                   38,272                     34,820
                   38,673                     35,012
                   38,748                     35,229
                   38,744                     35,423
                   38,262                     35,635
                   39,208                     35,867
                   40,706                     36,086
           85      41,803                     36,320
                   42,011                     36,524
                   43,792                     36,717
                   45,230                     36,938
                   45,021                     37,130
                   46,493                     37,312
                   47,036                     37,506
                   45,602                     37,701
                   47,609                     37,874
                   45,430                     38,045
                   46,935                     38,220
                   47,703                     38,369
           86      47,070                     38,557
                   50,789                     38,719
                   52,147                     38,885
                   53,115                     39,068
                   52,912                     39,240
                   53,327                     39,389
                   55,086                     39,578
                   56,925                     39,760
                   58,441                     39,947
                   57,685                     40,127
                   49,695                     40,367
                   47,333                     40,509
           87      49,428                     40,667
                   50,743                     40,785
                   52,280                     40,972
                   51,393                     41,152
                   51,824                     41,342
                   52,174                     41,553
                   53,765                     41,756
                   53,732                     41,969
                   52,733                     42,217
                   54,245                     42,478
                   55,302                     42,738
                   54,915                     42,981
           88      55,673                     43,252
                   58,362                     43,490
                   57,529                     43,755
                   58,548                     44,048
                   60,672                     44,343
                   62,465                     44,694
                   62,377                     45,011
                   66,323                     45,326
                   67,365                     45,662
                   67,310                     45,958
                   66,344                     46,271
                   67,446                     46,590
           89      68,687                     46,874
                   65,533                     47,142
                   66,234                     47,410
                   67,578                     47,714
                   66,541                     48,043
                   71,214                     48,370
                   70,982                     48,674
                   70,955                     49,005
                   66,481                     49,329
                   64,314                     49,625
                   64,286                     49,962
                   67,252                     50,247
           90      68,667                     50,548
                   70,922                     50,811
                   74,664                     51,055
                   76,053                     51,280
                   76,316                     51,552
                   78,820                     51,794
                   76,216                     52,011
                   78,945                     52,266
                   80,422                     52,507
                   79,523                     52,748
                   80,405                     52,970
                   78,042                     53,176
           91      84,752                     53,378
                   83,616                     53,560
                   84,486                     53,710
                   83,290                     53,892
                   85,196                     54,065
                   85,604                     54,216
                   84,717                     54,390
                   87,387                     54,558
                   86,078                     54,700
                   86,890                     54,842
                   87,176                     54,969
                   89,486                     55,095
           92      90,453                     55,249
                   91,013                     55,376
                   92,016                     55,498
                   93,614                     55,637
                   91,858                     55,770
                   93,843                     55,893
                   94,136                     56,033
                   93,836                     56,167
                   96,699                     56,308
                   96,183                     56,454
                   97,774                     56,578
                   97,093                     56,720
           93      98,087                     56,850
                  100,753                     56,992
                   98,615                     57,112
                   95,249                     57,266
                   96,281                     57,421
                   97,589                     57,605
                   95,734                     57,783
                   98,297                     57,945
                  101,558                     58,159
                   99,666                     58,375
                  101,566                     58,596
                   98,647                     58,813
           94      99,883                     59,072
                  102,044                     59,320
                  105,307                     59,557
                  107,925                     59,831
                  110,571                     60,095
                  114,257                     60,419
                  116,566                     60,703
                  119,871                     60,976
                  120,235                     61,263
                  124,521                     61,526
                  124,249                     61,816
                  128,920                     62,075
           95     131,033                     62,379
                  134,939                     62,648
                  136,120                     62,892
                  137,313                     63,137
                  139,129                     63,428
                  142,287                     63,694
                  142,868                     63,949
                  137,490                     64,237
                  140,063                     64,500
                  146,899                     64,784
                  150,460                     65,056
                  160,444                     65,322
           96     157,783                     65,623
                  166,429                     65,918
                  167,693                     66,175
                  161,635                     66,460
                  170,177                     66,746
                  179,496                     67,073
                  186,683                     67,321
                  200,004                     67,610
                  190,078                     67,888
                  199,486                     68,186
                  193,575                     68,473
                  201,690                     68,740
           97     204,911                     69,070
                                
[END OF GRAPHICALLY REPRESENTED DATA]

Another variation of the example in Chart 7 is to gradually  transfer  principal
from a fixed  investment  into the stock market.  Chart 8 assumes that a $20,000
fixed  investment was made on January 1, 1980.  For the next two years,  $540 is
transferred  monthly into the stock  market  (represented  by the S&P 500).  The
total investment,  given this strategy, would have grown to $215,258 in 1997. In
contrast,  had the principal not been  transferred,  the fixed  investment would
have grown to $69,070. See "Notes" below.

                                     CHART 8

[THE FOLLOWING DATA WAS REPRESENTED AS A LINE GRAPH
IN THE TYPESET DOCUMENT:]

                   $215,258 With             $69,070 Without
                   Principal Transfer        Principal Transfer

                     (Value as of Last Day of Year)

       1/1/80      20,000                    20,000
                   20,540                    20,160
                   20,702                    20,339
                   20,770                    20,586
                   21,068                    20,845
                   21,425                    21,014
                   21,659                    21,142
                   22,000                    21,254
                   22,149                    21,390
                   22,394                    21,550
                   22,623                    21,755
                   23,446                    21,964
           80      23,372                    22,252
                   23,246                    22,483
                   23,569                    22,724
                   24,053                    22,999
                   24,031                    23,247
                   24,246                    23,514
                   24,324                    23,832
                   24,514                    24,127
                   24,051                    24,436
                   23,651                    24,739
                   24,397                    25,039
                   25,087                    25,306
           81      24,857                    25,527
                   24,193                    25,731
                   23,594                    25,968
                   23,618                    26,222
                   24,248                    26,518
                   23,995                    26,799
                   23,892                    27,057
                   23,731                    27,341
                   25,407                    27,549
                   25,647                    27,689
                   27,281                    27,852
                   28,031                    28,028
           82      28,386                    28,216
                   29,041                    28,410
                   29,568                    28,587
                   30,282                    28,767
                   31,737                    28,971
                   31,721                    29,171
                   32,549                    29,366
                   32,000                    29,584
                   32,424                    29,808
                   32,790                    30,035
                   32,616                    30,263
                   33,176                    30,475
           83      33,142                    30,698
                   33,104                    30,931
                   32,544                    31,150
                   32,969                    31,378
                   33,202                    31,632
                   32,246                    31,879
                   32,767                    32,118
                   32,593                    32,381
                   34,841                    32,650
                   34,959                    32,931
                   35,133                    33,260
                   35,058                    33,503
           84      35,692                    33,717
                   37,434                    33,936
                   37,844                    34,133
                   37,970                    34,345
                   37,984                    34,592
                   39,531                    34,820
                   40,023                    35,012
                   40,038                    35,229
                   39,976                    35,423
                   39,254                    35,635
                   40,428                    35,867
                   42,341                    36,086
           85      43,701                    36,320
                   43,926                    36,524
                   46,184                    36,717
                   47,968                    36,938
                   47,659                    37,130
                   49,498                    37,312
                   50,136                    37,506
                   48,265                    37,701
                   50,769                    37,874
                   47,982                    38,045
                   49,830                    38,220
                   50,767                    38,369
           86      49,918                    38,557
                   54,519                    38,719
                   56,165                    38,885
                   57,317                    39,068
                   57,035                    39,240
                   57,525                    39,389
                   59,630                    39,578
                   61,849                    39,760
                   63,662                    39,947
                   62,711                    40,127
                   52,932                    40,367
                   50,090                    40,509
           87      52,585                    40,667
                   54,165                    40,785
                   55,951                    40,972
                   54,862                    41,152
                   55,344                    41,342
                   55,720                    41,553
                   57,582                    41,756
                   57,509                    41,969
                   56,280                    42,217
                   58,018                    42,478
                   59,225                    42,738
                   58,749                    42,981
           88      59,588                    43,252
                   62,695                    43,490
                   61,691                    43,755
                   62,824                    44,048
                   65,234                    44,343
                   67,232                    44,694
                   67,118                    45,011
                   71,581                    45,326
                   72,728                    45,662
                   72,661                    45,958
                   71,544                    46,271
                   72,760                    46,590
           89      74,150                    46,874
                   70,617                    47,142
                   71,385                    47,410
                   72,851                    47,714
                   71,676                    48,043
                   76,833                    48,370
                   76,576                    48,674
                   76,526                    49,005
                   71,611                    49,329
                   69,246                    49,625
                   69,192                    49,962
                   72,438                    50,247
           90      73,964                    50,548
                   76,420                    50,811
                   80,470                    51,055
                   81,977                    51,280
                   82,241                    51,552
                   84,947                    51,794
                   82,165                    52,011
                   85,076                    52,266
                   86,666                    52,507
                   85,709                    52,748
                   86,662                    52,970
                   84,157                    53,176
           91      91,300                    53,378
                   90,106                    53,560
                   91,047                    53,710
                   89,770                    53,892
                   91,798                    54,065
                   92,244                    54,216
                   91,302                    54,390
                   94,130                    54,558
                   92,765                    54,700
                   93,626                    54,842
                   93,940                    54,969
                   96,377                    55,095
           92      97,388                    55,249
                   97,994                    55,376
                   99,055                    55,498
                  100,732                    55,637
                   98,899                    55,770
                  100,989                    55,893
                  101,297                    56,033
                  100,991                    56,167
                  103,992                    56,308
                  103,458                    56,454
                  105,136                    56,578
                  104,425                    56,720
           93     105,474                    56,850
                  108,259                    56,992
                  106,046                    57,112
                  102,533                    57,266
                  103,617                    57,421
                  104,976                    57,605
                  103,062                    57,783
                  105,741                    57,945
                  109,118                    58,159
                  107,170                    58,375
                  109,151                    58,596
                  106,146                    58,813
           94     107,426                    59,072
                  109,681                    59,320
                  113,071                    59,557
                  115,775                    59,831
                  118,526                    60,095
                  122,319                    60,419
                  124,733                    60,703
                  128,155                    60,976
                  128,547                    61,263
                  132,973                    61,526
                  132,710                    61,816
                  137,525                    62,075
           95     139,695                    62,379
                  143,725                    62,648
                  144,965                    62,892
                  146,205                    63,137
                  148,067                    63,428
                  151,320                    63,694
                  151,943                    63,949
                  146,490                    64,237
                  149,143                    64,500
                  156,108                    64,784
                  159,757                    65,056
                  169,916                    65,322
           96     167,238                    65,623
                  176,034                    65,918
                  177,359                    66,175
                  171,251                    66,460
                  179,923                    66,746
                  189,363                    67,073
                  196,687                    67,321
                  210,154                    67,610
                  200,177                    67,888
                  209,695                    68,186
                  203,778                    68,473
                  211,997                    68,740
           97     215,258                    69,070

[END OF GRAPHICALLY REPRESENTED DATA]

NOTES

1.   Common  Stocks:  Standard & Poor's  (S&P)  Composite  Index is an unmanaged
     weighted index of the stock performance of 500 industrial,  transportation,
     utility and  financial  companies.  Results  shown assume  reinvestment  of
     dividends. Both market value and return on common stock will vary.

2.   U.S. Government Securities: Long-term Government Bonds are measured using a
     one-bond   portfolio   constructed   each  year   containing  a  bond  with
     approximately  a 20-year  maturity and a reasonably  current  coupon.  U.S.
     Treasury Bills are 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. U.S. Government securities are guaranteed
     as to principal and interest  and, if held to maturity,  offer a fixed rate
     of return.

     However, market value and return on such securities will fluctuate prior to
     maturity.

EQUI-VEST(R)  can be effective  for  diversifying  ongoing  investments  between
various asset  categories.  In addition,  for individuals  investing a lump sum,
special  features are offered which help address the risk associated with timing
the equity markets.  Specifically, an interest sweep function is offered whereby
an individual  can initially  contribute a lump sum in the  Guaranteed  Interest
Account and then sweep the interest  generated by the investment into any of the
growth-oriented  options  over a  specified  period  of  time.  In  addition,  a
fixed-dollar transfer function is offered whereby an individual can contribute a
lump sum in the  Guaranteed  Interest  Account and then transfer a  fixed-dollar
amount into the growth-oriented options over a specified period of time. Neither
of these  features can guarantee a profit or assure  against loss in a declining
market.

- --------------------------------------------------------------------------------
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 present 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  a
perspective on the potential  returns of different  asset classes over different
periods of time. By combining this  information  with your knowledge of your own
financial  needs  (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 


                                       12
<PAGE>

- --------------------------------------------------------------------------------
allocating some or all of their Annuity Account Value to those  Investment Funds
that invest in stocks.

                    Growth of $1 Invested on January 1, 1957
                      (Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A
SHADED AREA GRAPH IN THE TYPESET DOCUMENT:]

                Common Stock    Inflation
   1957                 0.89         1.03
   1958                 1.28         1.05
   1959                 1.43         1.06
   1960                 1.44         1.08
   1961                 1.83         1.09
   1962                 1.67         1.10
   1963                 2.05         1.12
   1964                 2.38         1.13
   1965                 2.68         1.15
   1966                 2.41         1.19
   1967                 2.99         1.23
   1968                 3.32         1.29
   1969                 3.04         1.36
   1970                 3.16         1.44
   1971                 3.61         1.49
   1972                 4.30         1.54
   1973                 3.67         1.67
   1974                 2.70         1.88
   1975                 3.70         2.01
   1976                 4.58         2.11
   1977                 4.25         2.25
   1978                 4.53         2.45
   1979                 5.37         2.78
   1980                 7.11         3.12
   1981                 6.76         3.40
   1982                 8.20         3.54
   1983                10.05         3.67
   1984                10.68         3.81
   1985                14.11         3.96
   1986                16.72         4.00
   1987                17.60         4.18
   1988                20.55         4.36
   1989                27.03         4.57
   1990                26.17         4.85
   1991                34.16         4.99
   1992                36.78         5.14
   1993                40.46         5.28
   1994                40.99         5.42
   1995                56.33         5.56
   1996                69.33         5.74
   1997                92.44         5.85

[WHITE AREA = COMMON STOCK]
[BLACK AREA = INFLATION]

[END OF GRAPHICALLY REPRESENTED DATA]

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 Annuity  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  reflects  the  volatility
inherent in the investment of common stocks.

                    Growth of $1 invested on January 1, 1990
                      (Values are as of last business day)

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK & WHITE LINE GRAPH
IN THE TYPESET DOCUMENT:]

                          Intermediate-Term
                          Govt. 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
  June                        1.02                      1.03
  July                        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

[BLACK DOTS = INTERMEDIATE-TERM GOVT. BONDS]
[WHITE DOTS = COMMON STOCKS]

[END OF GRAPHICALLY REPRESENTED DATA]

The following  chart  illustrates  average  annual rates of return over selected
time periods between December 31, 1926 and December 31, 1997 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.

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  Fund  Performance"  in  Part  3 of  the  prospectus  or  the  Trust
prospectuses for EQAT and HRT (which do not reflect Separate Account charges).


                                       13
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                        MARKET TRENDS:
                                             ILLUSTRATIVE ANNUAL RATES OF RETURN
- -------------------------------------------------------------------------------------------------------------------------------
                                                                     LONG-TERM    INTERMEDIATE-      U.S.
FOR THE FOLLOWING PERIODS               COMMON        LONG-TERM      CORPORATE        TERM         TREASURY       CONSUMER
ENDING 12/31/97:                        STOCKS       GOVT. BONDS       BONDS       GOVT. BONDS       BILLS       PRICE INDEX
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>             <C>            <C>            <C>  
    1 Year                              33.36%         15.85%         12.95%          8.38%          5.26%          1.92%
    3 Years                             31.15%         14.76%         13.36%          8.93%          5.35%          2.59%
    5 Years                             20.24%         10.51%          9.22%          6.40%          4.57%          2.64%
   10 Years                             18.05%         11.32%         10.85%          8.33%          5.44%          3.43%
   20 Years                             16.65%         10.39%         10.29%          9.51%          7.29%          4.90%
   30 Years                             12.12%          8.63%          8.86%          8.52%          6.77%          5.34%
   40 Years                             12.30%          6.71%          7.09%          7.10%          5.85%          4.44%
   50 Years                             13.12%          5.70%          6.07%          6.04%          4.99%          3.94%
   60 Years                             12.53%          5.31%          5.54%          5.44%          4.18%          4.11%
Since 12/31/26                          10.99%          5.19%          5.71%          5.25%          3.77%          3.17%
Inflation adjusted since 1926            7.58%          1.96%          2.46%          2.02%          0.58%            --
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

SOURCE:  Ibbotson,  Roger G., and Rex A. Sinquefield,  Stocks, Bonds, Bills, and
Inflation  (SBBI),  1982,  updated in Stocks,  Bonds,  Bills and Inflation  1998
Yearbook,(TM) Ibbotson Associates, Inc., Chicago. All rights reserved.

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

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

LONG-TERM  CORPORATE  BONDS  -- For the  period  1969-1997,  represented  by the
Salomon  Brothers  Long-Term,  High-Grade  Corporate Bond Index;  for the period
1946-1968,  the Salomon  Brothers  Index was backdated  using  Salomon  Brothers
monthly  yield data and a methodology  similar to that used by Salomon  Brothers
for  1969-1997;  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 -- CUSTODIAN AND INDEPENDENT ACCOUNTANTS

Equitable  Life is the  custodian  for the  shares of HRT and EQAT  owned by the
Separate Account.

The  financial  statements as of December 31, 1997 and for each of the two years
in the period then ended for the Separate  Account and the financial  statements
as of December  31, 1997 and  December  31, 1996 and for each of the three years
ended December 31, 1997 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  reports of Price  Waterhouse  LLP,
independent  accountants,  given  the  authority  of  such  firm as  experts  in
accounting and auditing.

- --------------------------------------------------------------------------------
PART 13 -- FINANCIAL STATEMENTS

The consolidated financial statements of The Equitable Life Assurance Society of
the United States  included herein should be considered only as bearing upon the
ability of Equitable Life to meet its obligations under the Contracts.


                                       14

<PAGE>



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


INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S>                                                                                                         <C>

Report of Independent Accountants..........................................................................  FSA-1
Financial Statements:
        Statements of Assets and Liabilities, December 31, 1997............................................  FSA-2
        Statements of Operations for the Year Ended December 31, 1997......................................  FSA-8
        Statements of Changes in Net Assets for the Years Ended December 31, 1997 and 1996................. FSA-11
        Notes to Financial Statements...................................................................... FSA-16
</TABLE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

Index to Consolidated Financial Statements

<TABLE>
<CAPTION>
<S>                                                                                                        <C>
Report if Independent Accountants.......................................................................... F-1
Consolidated Financial Statements:
        Consolidated Balance Sheets, December 31, 1997 and 1996............................................ F-2
        Consolidated Statements of Earnings, Years Ended December 31, 1997, 1996 and 1995 ................. F-3
        Consolidated Statements of Shareholder's Equity, Years Ended December 31, 1f997, 1996 and 1995 .... F-4
        Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1996, and 1995............... F-5
        Notes to Consolidated Financial Statements......................................................... F-6
                                                                                                        
                                     FSA-1
</TABLE>
<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 Alliance Money Market Fund,
Alliance  Intermediate  Government  Securities Fund, Alliance Quality Bond Fund,
Alliance High Yield Fund, T. Rowe Price Equity Income Fund,  EQ/Putnam  Growth &
Income Value Fund,  Alliance  Growth & Income Fund,  Alliance Equity Index Fund,
Merrill Lynch Basic Value Equity Fund,  Alliance Common Stock Fund, MFS Research
Fund,  Alliance  Global  Fund,  Alliance   International  Fund,  T.  Rowe  Price
International  Stock Fund, Morgan Stanley Emerging Markets Equity Fund, Alliance
Aggressive Stock Fund,  Warburg Pincus Small Company Value Fund,  Alliance Small
Cap Growth Fund,  MFS Emerging  Growth  Companies  Fund,  Alliance  Conservative
Investors  Fund,  EQ/Putnam  Balanced  Fund,  Alliance  Growth  Investors  Fund,
Alliance  Balanced  Fund  and  Merrill  Lynch  World  Strategy  Fund,   separate
investment  funds of The Equitable Life  Assurance  Society of the United States
("Equitable  Life")  Separate  Account A at December 31, 1997 and the results of
each of their operations and changes in each of their net assets for the periods
indicated,  in conformity with generally accepted accounting  principles.  These
financial statements are the responsibility of Equitable Life's management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  generally  accepted  auditing  standards  which  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits,  which included  confirmation of shares owned in The
Hudson  River Trust and in the EQ Advisors  Trust at December  31, 1997 with the
transfer agent,  provide a reasonable basis for the opinion expressed above. The
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, 1998




                                     FSA-2
<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                                         FIXED INCOME SERIES:                    
                                                       --------------------------------------------------------  
                                                                       ALLIANCE
                                                         ALLIANCE    INTERMEDIATE     ALLIANCE       ALLIANCE    
                                                          MONEY       GOVERNMENT      QUALITY         HIGH       
                                                          MARKET      SECURITIES       BOND           YIELD      
                                                           FUND          FUND          FUND           FUND       
                                                       -----------   ------------   ------------- -------------  
<S>                                                    <C>           <C>            <C>           <C>
ASSETS:
Investments in shares of The Trusts, 
  at market value (Note 2):
     Cost:        $ 99,808,882.....................    $99,377,297                                               
                    37,476,251.....................                  $37,934,807                                 
                    40,601,722.....................                                 $41,416,948
                   159,273,234.....................                                               $160,330,252   
Receivable for Trust shares sold...................        511,452            --             --             --  
Due from Equitable Life's General Account
   (Note 3)........................................             --       110,929        196,499      2,414,213  
                                                       -----------   -----------    -----------   ------------  
       Total assets................................     99,888,749    38,045,736     41,613,447    162,744,465  
                                                       -----------   -----------    -----------   ------------  
LIABILITIES:
Payable for  Trust shares purchased................             --       110,398        196,512      2,414,326  
Due to Equitable Life's General Account
   (Note 3)........................................        509,160            --             --             --  
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).............      1,508,071       921,349        767,775      2,116,607  
                                                       -----------   -----------    -----------   ------------  
       Total liabilities...........................      2,017,231     1,031,747        964,287      4,530,933  
                                                       -----------   -----------    -----------   ------------  
NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS
   (NOTE 5)........................................    $97,871,518   $37,013,989    $40,649,160   $158,213,532  
                                                       ===========   ===========    ===========   ============  

<CAPTION>
                                                                           EQUITY SERIES:                         
                                                     ------------------------------------------------------------ 
                                                                        EQ/                                       
                                                                       PUTNAM                                     
                                                        T. ROWE       GROWTH &       ALLIANCE        ALLIANCE     
                                                         PRICE         INCOME        GROWTH &         EQUITY      
                                                     EQUITY INCOME     VALUE          INCOME          INDEX       
                                                         FUND           FUND           FUND            FUND       
                                                     -------------- ------------ --------------- --------------   
<S>                                                    <C>           <C>            <C>             <C>
ASSETS:                                                                                                           
Investments in shares of The Trusts, 
  at market value (Note 2):
     Cost:        $ 56,297,094.....................    $59,716,685                                                
                    30,126,429.....................                  $30,870,233                                  
                   320,920,151.....................                                 $374,003,572                  
                   533,233,070.....................                                                 $655,445,138  
Receivable for Trust shares sold...................             --            --              --              --  
Due from Equitable Life's General Account                                                                         
   (Note 3)........................................        732,059       637,703       3,340,846       3,976,585  
                                                       -----------   -----------    ------------    ------------  
       Total assets................................     60,448,744    31,507,936     377,344,418     659,421,723  
                                                       -----------   -----------    ------------    ------------  
LIABILITIES:                                                                                                      
Payable for  Trust shares purchased................        743,416       643,508       3,340,876       3,976,820  
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).............      2,220,436     2,109,700       4,119,275       6,558,008  
                                                       -----------   -----------    ------------    ------------  
       Total liabilities...........................      2,963,852     2,753,208       7,460,151      10,534,828  
                                                       -----------   -----------    ------------    ------------  
NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS                                                                        
   (NOTE 5)........................................    $57,484,892   $28,754,728    $369,884,267    $648,886,895  
                                                       ===========   ===========    ============    ============  
</TABLE>
See Notes to Financial Statements.

                                      FSA-3
<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                                            FIXED INCOME SERIES:                  
                                                        ----------------------------------------------------------
                                                                          ALLIANCE                                
                                                          ALLIANCE      INTERMEDIATE     ALLIANCE       ALLIANCE  
                                                           MONEY         GOVERNMENT      QUALITY          HIGH    
                                                           MARKET        SECURITIES        BOND           YIELD   
                                                            FUND            FUND           FUND           FUND    
                                                        ------------   -------------   ------------   ------------
<S>                                                     <C>            <C>             <C>            <C>
EQUI-VEST Series 100 and 200 Contracts:
   Unit Value......................................     $      29.41
                                                        ============
   Units Outstanding...............................          973,494
                                                        ============
Old Contracts:
   Unit Value......................................     $      35.12
                                                        ============
   Units Outstanding...............................          119,295
                                                        ============
EQUIPLAN Contracts:
   Unit Value......................................                    $       54.83
                                                                       =============
   Units Outstanding...............................                           49,547
                                                                       =============
Momentum Contracts:
   Unit Value......................................     $      29.41   $      118.98   $     121.30   $     160.74
                                                        ============   =============   ============   ============
   Units Outstanding...............................          307,657          10,333          9,994         28,727
                                                        ============   =============   ============   ============
Momentum Plus Contracts:
   Unit Value 135 B.P. ............................     $     116.21   $      114.78   $     127.99   $     171.56
                                                        ============   =============   ============   ============
   Units Outstanding...............................          324,836          76,800         37,376        109,928
                                                        ============   =============   ============   ============
Momentum Plus Contract
   Unit Value 100 B.P. ............................     $     110.26   $      112.32   $     117.60   $     149.49
                                                        ============   =============   ============   ============
   Units Outstanding...............................           12,808           2,448          1,159          5,414
                                                        ============   =============   ============   ============
Momentum Plus Contracts:
   Unit Value 90 B.P ..............................                                                                   

   Units Outstanding...............................                                                                   

EQUI-VEST Contracts:
   Unit Value All Series...........................     $     115.66   $      118.98   $     121.30   $     160.74    
                                                        ============   =============   ============   ============   
   Units Outstanding...............................          145,622         201,501        283,096        831,373    
                                                        ============   =============   ============   ============   

<CAPTION>
                                                                                EQUITY SERIES:                         
                                                        ----------------------------------------------------------- 
                                                                     EQ/                                       
                                                                    PUTNAM                                     
                                                      T. ROWE      GROWTH &       ALLIANCE        ALLIANCE     
                                                       PRICE        INCOME        GROWTH &         EQUITY      
                                                   EQUITY INCOME    VALUE          INCOME          INDEX       
                                                       FUND          FUND           FUND            FUND       
                                                  -------------- ------------- --------------- --------------- 
<S>                                                 <C>           <C>            <C>              <C>
EQUI-VEST Series 100 and 200 Contracts:                                                                          
   Unit Value......................................                                                              

   Units Outstanding...............................                                                              
                                                                                                                 
Old Contracts:                                                                                                   
   Unit Value......................................                                                              

   Units Outstanding...............................                                                              
                                                                                                                 
EQUIPLAN Contracts:                                                                                              
   Unit Value......................................                                                              

   Units Outstanding...............................                                                              
                                                                                                                 
Momentum Contracts:                                                                                              
   Unit Value......................................                              $       179.30   $      214.66  
                                                                                 ==============   =============  
   Units Outstanding...............................                                      69,005          93,639  
                                                                                 ==============   =============  
Momentum Plus Contracts:                                                                                         
   Unit Value 135 B.P. ............................                              $       179.60   $      214.58  
                                                                                 ==============   =============  
   Units Outstanding...............................                                     183,028         230,739  
                                                                                 ==============   =============  
Momentum Plus Contracts:                                                                                         
   Unit Value 100 B.P. ............................                              $       155.11   $      170.23  
                                                                                 ==============   =============  
   Units Outstanding...............................                                       3,495           5,349  
                                                                                 ==============   =============  
Momentum Plus Contracts:                                                                                         
   Unit Value 90 B.P. .............................                              $       145.48   $      150.05  
                                                                                 ==============   =============  
   Units Outstanding...............................                                       1,104           3,298  
                                                                                 ==============   =============  
EQUI-VEST Contracts:                                                                                             
   Unit Value All Series........................... $    121.04   $     115.17   $       179.30   $      214.66  
                                                    ===========   ============   ==============   =============  
   Units Outstanding...............................     474,941        249,663        1,799,603       2,685,539  
                                                    ===========   ============   ==============   =============  
</TABLE>
See Notes to Financial Statements.

                                      FSA-4

<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                                  EQUITY SERIES (CONTINUED):
                                                      -----------------------------------------------------------------------------
                                                         MERRILL        ALLIANCE                                                   
                                                       LYNCH BASIC       COMMON           MFS          ALLIANCE       ALLIANCE     
                                                      VALUE EQUITY        STOCK         RESEARCH        GLOBAL      INTERNATIONAL  
                                                          FUND            FUND            FUND           FUND           FUND       
                                                      -------------- ---------------- ------------- --------------- -------------- 
<S>                                                     <C>           <C>              <C>            <C>            <C>
ASSETS:
Investments in shares of The Trusts, 
  at market value (Note 2):
     Cost:      $   18,666,532.....................     $18,893,428
                 4,421,334,464.....................                   $5,972,107,521
                    30,189,929.....................                                    $30,667,805
                   559,352,701.....................                                                   $616,196,373
                   134,600,521.....................                                                                  $120,037,626
Receivable for  Trust shares sold..................              --               --            --              --             --  
Due from Equitable Life's General Account
   (Note 3)........................................         381,442       14,027,000       456,885       1,621,066        134,576  
                                                        -----------   --------------   -----------    ------------   ------------  
       Total assets................................      19,274,870    5,986,134,521    31,124,690     617,817,439    120,172,202  
                                                        -----------   --------------   -----------    ------------   ------------  
LIABILITIES:
Payable for  Trust shares purchased................         384,841       13,622,025       462,419       1,620,982        134,543  
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).............       2,114,485       48,536,522     3,487,741       7,684,826      1,948,370  
                                                        -----------   --------------   -----------    ------------   ------------  
       Total liabilities...........................       2,499,326       62,158,547     3,950,160       9,305,808      2,082,913  
                                                        -----------   --------------   -----------    ------------   ------------  
NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS
   (NOTE 5)........................................     $16,775,544   $5,923,975,974   $27,174,530    $608,511,631   $118,089,289  
                                                        ===========   ==============   ===========    ============   ============  

<CAPTION>
                                                                EQUITY SERIES (CONTINUED):
                                                    -----------------------------------------------
                                                                     MORGAN                        
                                                       T. ROWE       STANLEY                       
                                                        PRICE       EMERGING        ALLIANCE       
                                                    INTERNATIONAL    MARKETS       AGGRESSIVE      
                                                        STOCK        EQUITY           STOCK        
                                                        FUND          FUND            FUND         
                                                    --------------- ------------ ----------------  
<S>                                                   <C>           <C>           <C>
ASSETS:                                                                                            
Investments in shares of The Trusts, 
  at market value (Note 2):
     Cost:      $   44,816,223.....................   $43,898,710                                  
                    14,541,443.....................                 $13,443,459                    
                 3,425,215,535.....................                               $3,449,389,637   
Receivable for  Trust shares sold..................     2,038,669            --               --   
Due from Equitable Life's General Account                                                          
   (Note 3)........................................            --       490,394        6,153,804   
                                                      -----------   -----------   --------------   
       Total assets................................    45,937,379    13,933,853    3,455,543,441   
                                                      -----------   -----------   --------------   
LIABILITIES:                                                                                       
Payable for  Trust shares purchased................            --       491,842        5,879,261   
Due to Equitable Life's General Account                                                            
   (Note 3)........................................     2,046,677            --               --   
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).............     5,962,235     4,796,244       24,442,936   
                                                      -----------   -----------   --------------   
       Total liabilities...........................     8,008,912     5,288,086       30,322,197   
                                                      -----------   -----------   --------------   
NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS                                                         
   (NOTE 5)........................................   $37,928,467   $ 8,645,767   $3,425,221,244   
                                                      ===========   ===========   ==============   
</TABLE>
See Notes to Financial Statements.

                                      FSA-5

<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                              EQUITY SERIES (CONTINUED):
                                                        ---------------------------------------------------------------
                                                          MERRILL         ALLIANCE                                     
                                                        LYNCH BASIC        COMMON            MFS          ALLIANCE     
                                                           VALUE           STOCK          RESEARCH         GLOBAL      
                                                        EQUITY FUND         FUND            FUND            FUND       
                                                        ------------- -----------------  ------------  --------------- 
<S>                                                     <C>           <C>                <C>           <C>             
EQUI-VEST Series 100 and 200 Contracts:
   Unit Value......................................                   $         253.68                                 
                                                                      ================                                 
   Units Outstanding...............................                         17,386,160                                 
                                                                      ================                                 
Old Contracts:
   Unit Value......................................                   $         316.64
                                                                      ================
   Units Outstanding...............................                            306,654
                                                                      ================
EQUIPLAN Contracts:
   Unit Value......................................                   $         342.99
                                                                      ================
   Units Outstanding...............................                             85,013
                                                                      ================
Momentum Contracts:
   Unit Value......................................                   $         253.68                 $       151.87  
                                                                      ================                 ==============  
   Units Outstanding...............................                            588,761                        146,584  
                                                                      ================                 ==============  
Momentum Plus Contracts:
   Unit Value 135 B.P. ............................                   $         207.00                 $       154.62  
                                                                      ================                 ==============  
   Units Outstanding...............................                          1,192,138                        464,023  
                                                                      ================                 ==============  
Momentum Plus Contracts:
   Unit Value 100 B.P. ............................                   $         161.04                 $       128.51  
                                                                      ================                 ==============  
   Units Outstanding...............................                             37,267                         12,006  
                                                                      ================                 ==============  
Momentum Plus Contracts:
   Unit Value 90 B.P. .............................                   $         148.44                 $       122.12  
                                                                      ================                 ==============  
   Units Outstanding...............................                              4,878                          2,404  
                                                                      ================                 ==============  
EQUI-VEST Contracts:
   Unit Value All Series...........................     $     115.97  $         198.12   $    115.01   $       151.87  
                                                        ============  ================   ===========   ==============  
   Units Outstanding...............................          144,651         4,765,267       236,272        3,369,340  
                                                        ============  ================   ===========   ==============  

<CAPTION>
                                                                       EQUITY SERIES (CONTINUED):                 
                                                   -------------------------------------------------------------- 
                                                                     T. ROWE         MORGAN                       
                                                                      PRICE         STANLEY         ALLIANCE      
                                                      ALLIANCE     INTERNATIONAL    EMERGING       AGGRESSIVE     
                                                    INTERNATIONAL     STOCK         MARKETS           STOCK       
                                                        FUND           FUND       EQUITY FUND         FUND        
                                                    -------------  -------------  -------------  ---------------- 
<S>                                                 <C>            <C>            <C>            <C>              
EQUI-VEST Series 100 and 200 Contracts:                                                                           
   Unit Value......................................                                              $         90.75  
                                                                                                 ===============  
   Units Outstanding...............................                                                   28,030,046  
                                                                                                 ===============  
                                                                                                                  
Old Contracts:                                                                                                    
   Unit Value......................................                                                               

   Units Outstanding...............................                                                               
                                                                                                                  
EQUIPLAN Contracts:                                                                                               
   Unit Value......................................                                                               

   Units Outstanding...............................                                                               
                                                                                                                  
Momentum Contracts:                                                                                               
   Unit Value...................................... $     107.92                                 $         90.75  
                                                    ============                                 ===============  
   Units Outstanding...............................       32,229                                       1,437,474  
                                                    ============                                 ===============  
Momentum Plus Contracts:                                                                                          
   Unit Value 135 B.P. ............................ $     107.89                                 $        171.96  
                                                    ============                                 ===============  
   Units Outstanding...............................       85,223                                       1,220,343  
                                                    ============                                 ===============  
Momentum Plus Contracts:                                                                                          
   Unit Value 100 B.P. ............................ $     108.42                                 $        137.72  
                                                    ============                                 ===============  
   Units Outstanding...............................        3,225                                          35,404  
                                                    ============                                 ===============  
Momentum Plus Contracts:                                                                                          
   Unit Value 90 B.P. ............................. $     104.70                                 $        119.41  
                                                    ============                                 ===============  
   Units Outstanding...............................          788                                           6,913  
                                                    ============                                 ===============  
EQUI-VEST Contracts:                                                                                              
   Unit Value All Series........................... $     107.92   $      97.61   $      79.41   $        163.33  
                                                    ============   ============   ============   ===============  
   Units Outstanding...............................      968,042        388,566        108,869         3,226,462  
                                                    ============   ============   ============   ===============  
</TABLE>
See Notes to Financial Statements.

                                      FSA-6

<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                               EQUITY SERIES (CONTINUED):           
                                                       -------------------------------------------- 
                                                          WARBURG                    MFS EMERGING   
                                                       PINCUS SMALL     ALLIANCE        GROWTH      
                                                       COMPANY VALUE    SMALL CAP      COMPANIES    
                                                           FUND        GROWTH FUND       FUND       
                                                       -------------- -------------- -------------- 
<S>                                                      <C>            <C>            <C>
ASSETS:
Investments in shares of The Trusts, 
at market value (Note 2):
     Cost:      $   69,173,531.....................      $69,195,794
                    67,121,984.....................                     $65,557,335
                    34,360,930.....................                                    $34,766,133
Receivable for  Trust shares sold..................               --      3,097,257             --  
Due from Equitable Life's General Account
   (Note 3)........................................          914,658             --        636,822  
                                                         -----------    -----------    -----------  
       Total assets................................       70,110,452     68,654,592     35,402,955  
                                                         -----------    -----------    -----------  
LIABILITIES:
Payable for  Trust shares purchased................          928,477             --        643,099  
Due to Equitable Life's General Account
   (Note 3)........................................               --      3,097,339             --  
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).............        1,116,417      2,494,021      3,688,505  
                                                         -----------    -----------    -----------  
       Total liabilities...........................        2,044,894      5,591,360      4,331,604  
                                                         -----------    -----------    -----------  
NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS
   (NOTE 5)........................................      $68,065,558    $63,063,232    $31,071,351  
                                                         ===========    ===========    ===========  

<CAPTION>
                                                                            ASSET ALLOCATION SERIES:                             
                                                   ----------------------------------------------------------------------------  
                                                     ALLIANCE                       ALLIANCE                        MERRILL      
                                                   CONSERVATIVE        EQ/           GROWTH         ALLIANCE      LYNCH WORLD    
                                                     INVESTORS       PUTNAM        INVESTORS        BALANCED        STRATEGY     
                                                       FUND       BALANCED FUND       FUND            FUND            FUND       
                                                   -------------- -------------- --------------- ---------------- -------------  
<S>                                                  <C>            <C>            <C>            <C>               <C>          
ASSETS:                                                                                                                          
Investments in shares of The Trusts,                                                                                             
at market value (Note 2):                                                                                                        
     Cost:      $   87,775,009.....................  $94,401,613                                                                 
                    15,266,095.....................                 $15,868,886                                                  
                   627,594,515.....................                                $690,127,541                                  
                 1,135,324,973.....................                                               $1,207,894,355                 
                     8,724,756.....................                                                                 $8,571,144   
Receivable for  Trust shares sold..................           --          6,326              --               --            --   
Due from Equitable Life's General Account                                                                                        
   (Note 3)........................................      133,777             --       2,498,667          633,174        68,569   
                                                     -----------    -----------    ------------   --------------    ----------   
       Total assets................................   94,535,390     15,875,212     692,626,208    1,208,527,529     8,639,713   
                                                     -----------    -----------    ------------   --------------    ----------   
LIABILITIES:                                                                                                                     
Payable for  Trust shares purchased................      133,792             --       2,498,682          496,807        69,680   
Due to Equitable Life's General Account                                                                                          
   (Note 3)........................................           --          8,792              --               --            --   
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).............    1,738,387      3,445,396       8,417,048       10,074,705     3,144,734   
                                                     -----------    -----------    ------------   --------------    ----------   
       Total liabilities...........................    1,872,179      3,454,188      10,915,730       10,571,512     3,214,414   
                                                     -----------    -----------    ------------   --------------    ----------   
NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS                                                                                       
   (NOTE 5)........................................  $92,663,211    $12,421,024    $681,710,478   $1,197,956,017    $5,425,299   
                                                     ===========    ===========    ============   ==============    ==========   
</TABLE>
See Notes to Financial Statements.

                                      FSA-7

<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)

DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                               EQUITY SERIES (CONTINUED):            
                                                        ------------------------------------------   
                                                          WARBURG                        MFS         
                                                           PINCUS                      EMERGING      
                                                           SMALL        ALLIANCE        GROWTH       
                                                          COMPANY      SMALL CAP      COMPANIES      
                                                         VALUE FUND   GROWTH FUND        FUND        
                                                        ------------- -------------  -------------   
<S>                                                     <C>           <C>            <C>             
EQUI-VEST Series 100 and 200 Contracts:
   Unit Value......................................                                                  

   Units Outstanding...............................                                                  
                                                                                                     
Old Contracts:
   Unit Value......................................

   Units Outstanding...............................

EQUIPLAN Contracts:
   Unit Value......................................

   Units Outstanding...............................

Momentum Contracts:
   Unit Value......................................                   $     125.55                   
                                                                      ============                   
   Units Outstanding...............................                          6,136                   
                                                                      ============                   
Momentum Plus Contracts:
   Unit Value 135 B.P. ............................                   $     125.54                   
                                                                      ============                   
   Units Outstanding...............................                          7,852                   
                                                                      ============                   
Momentum Plus Contracts:
   Unit Value 100 B.P. ............................                                                  

   Units Outstanding...............................                                                  
                                                                                                     
Momentum Plus Contracts:
   Unit Value 90 B.P. .............................                   $     125.92                   
                                                                      ============                   
   Units Outstanding...............................                            466                   
                                                                      ============                   
EQUI-VEST Contracts:
   Unit Value All Series...........................     $     118.06  $     125.55   $     121.34    
                                                        ============  ============   ============    
   Units Outstanding...............................          576,540       487,742        256,071    
                                                        ============  ============   ============    

<CAPTION>
                                                                               ASSET ALLOCATION SERIES:                             
                                                     ------------------------------------------------------------------------------ 
                                                       ALLIANCE          EQ/          ALLIANCE                          MERRILL     
                                                     CONSERVATIVE      PUTNAM          GROWTH          ALLIANCE       LYNCH WORLD   
                                                       INVESTORS      BALANCED       INVESTORS         BALANCED         STRATEGY    
                                                         FUND           FUND            FUND             FUND             FUND      
                                                     --------------  ------------  ---------------  ----------------  ------------- 
<S>                                                  <C>             <C>           <C>              <C>               <C>
EQUI-VEST Series 100 and 200 Contracts:                                                                                             
   Unit Value......................................                                                 $         38.66                 
                                                                                                    ===============                 
   Units Outstanding...............................                                                      26,036,131                 
                                                                                                    ===============                 
Old Contracts:                                                                                                                      
   Unit Value......................................                                                                                 

   Units Outstanding...............................                                                                                 
                                                                                                                                    
EQUIPLAN Contracts:                                                                                                                 
   Unit Value......................................                                                                                 

   Units Outstanding...............................                                                                                 
                                                                                                                                    
Momentum Contracts:                                                                                                                 
   Unit Value......................................  $      130.98                 $       153.69   $         38.66                 
                                                     =============                 ==============   ===============                 
   Units Outstanding...............................         22,384                        147,114         1,052,060                 
                                                     =============                 ==============   ===============                 
Momentum Plus Contracts:                                                                                                            
   Unit Value 135 B.P. ............................  $      128.45                 $       155.46   $        136.14                 
                                                     =============                 ==============   ===============                 
   Units Outstanding...............................        124,945                        552,622           438,958                 
                                                     =============                 ==============   ===============                 
Momentum Plus Contracts:                                                                                                            
   Unit Value 100 B.P. ............................  $      122.71                 $       135.20   $        129.97                 
                                                     =============                 ==============   ===============                 
   Units Outstanding...............................          5,306                         13,624            10,413                 
                                                     =============                 ==============   ===============                 
Momentum Plus Contracts:                                                                                                            
   Unit Value 90 B.P. .............................                                $       126.72   $        122.68                 
                                                                                   ==============   ===============                 
   Units Outstanding...............................                                         1,489               732                 
                                                                                   ==============   ===============                 
EQUI-VEST Contracts:                                                                                                                
   Unit Value All Series...........................  $      130.98   $    113.46   $       153.69   $        135.29   $     103.77  
                                                     =============   ===========   ==============   ===============   ============  
   Units Outstanding...............................        553,088       109,479        3,704,411           655,078         52,280  
                                                     =============   ===========   ==============   ===============   ============  
</TABLE>
See Notes to Financial Statements.

                                      FSA-8

<PAGE>

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

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                         FIXED INCOME SERIES:                     
                                                        --------------------------------------------------------  
                                                                        ALLIANCE
                                                                      INTERMEDIATE    ALLIANCE       ALLIANCE     
                                                          ALLIANCE     GOVERNMENT     QUALITY          HIGH       
                                                           MONEY       SECURITIES       BOND           YIELD      
                                                         MARKET FUND      FUND          FUND           FUND       
                                                        ------------- -------------  ------------  -------------  
<S>                                                      <C>           <C>           <C>           <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
     Dividends from The Trusts.....................      $4,839,897    $1,826,730    $2,041,253    $11,592,196    
                                                        ------------- ------------- ------------  -------------   
Expenses (Note 3):

     Asset-based charges...........................       1,287,340       413,101       418,433      1,570,483    

Less: Reduction for expense limitation.............          54,412         7,677            --             --    
                                                        ------------- -------------  ------------  -------------  
     Net expenses..................................       1,232,928       405,424       418,433      1,570,483    
                                                        ------------- -------------  ------------  -------------  
NET INVESTMENT INCOME (LOSS).......................       3,606,969     1,421,306     1,622,820     10,021,713    
                                                        ------------- -------------  ------------  -------------  
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments.............         230,228        63,438       249,479      2,536,702    
   Realized gain distribution from
     The Trusts....................................           6,723            --            --      6,214,579    
                                                        ------------- -------------  ------------  -------------  
   Net realized gain (loss)........................         236,951        63,438       249,479      8,751,281    

   Change in unrealized appreciation /                                                  
     (depreciation) of investments.................         (78,466)      431,540       547,099       (187,263)   
                                                        ------------- -------------  ------------  -------------  
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..................................         158,485       494,978       796,578      8,564,018    
                                                        ------------- -------------  ------------  -------------  
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS (NOTE 2)..............      $3,765,454    $1,916,284    $2,419,398    $18,585,731    
                                                        ============= =============  ============  =============  

<CAPTION>
                                                                           EQUITY SERIES:                        
                                                      ---------------------------------------------------------  
                                                        T. ROWE     EQ/PUTNAM                                    
                                                         PRICE       GROWTH        ALLIANCE        ALLIANCE      
                                                        EQUITY       & INCOME      GROWTH &         EQUITY       
                                                        INCOME        VALUE         INCOME           INDEX       
                                                         FUND          FUND(a)       FUND(a)         FUND        
                                                      ------------  -----------  --------------  --------------  
<S>                                                   <C>            <C>         <C>              <C>            
INCOME AND EXPENSES:                                                                                             
   Investment Income (Note 2):                                                                                   
     Dividends from The Trusts.....................   $  438,863     $ 142,038   $ 2,696,998      $  6,970,304   
                                                      ----------     ---------   -----------      ------------   
Expenses (Note 3):                                                                                               

     Asset-based charges...........................      225,256       114,445     3,578,668         6,184,473   

Less: Reduction for expense limitation.............           --            --            --                --   
                                                      ----------     ---------   -----------      ------------   
     Net expenses..................................      225,256       114,445     3,578,668         6,184,473   
                                                      ----------     ---------   -----------      ------------   
NET INVESTMENT INCOME (LOSS).......................      213,607        27,593      (881,670)          785,831   
                                                      ----------     ---------   -----------      ------------   
REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
   Realized gain (loss) on investments.............      (78,048)      (67,660)    1,591,673        12,944,769   
   Realized gain distribution from                                                                               
     The Trusts....................................      162,267       116,222    21,045,762         2,306,391   
                                                      ----------     ---------   -----------      ------------   
   Net realized gain (loss)........................       84,219        48,562    22,637,435        15,251,160   

   Change in unrealized appreciation /                                                                           
     (depreciation) of investments.................    3,419,591       743,804    34,617,976        98,430,290   
                                                      ----------     ---------   -----------      ------------   
NET REALIZED AND UNREALIZED GAIN (LOSS)                                                                          
   ON INVESTMENTS..................................    3,503,810       792,366    57,255,411       113,681,450   
                                                      ----------     ---------   -----------      ------------   
NET INCREASE (DECREASE) IN NET ASSETS                                                                            
   RESULTING FROM OPERATIONS (NOTE 2)..............   $3,717,417     $ 819,959   $56,373,741      $114,467,281   
                                                      ==========     =========   ===========      ============   
</TABLE>

(a) Commenced operations on May 1, 1997.

See Notes to Financial Statements.

                                      FSA-9
<PAGE>

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

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                                   EQUITY SERIES (CONTINUED):
                                                        ------------------------------------------------------------------------
                                                        MERRILL                                                                 
                                                         LYNCH                                                                  
                                                         BASIC           ALLIANCE                                               
                                                         VALUE            COMMON         MFS          ALLIANCE       ALLIANCE   
                                                         EQUITY           STOCK        RESEARCH        GLOBAL      INTERNATIONAL
                                                         FUND(A)          FUND         FUND(A)         FUND            FUND     
                                                        ----------- ----------------- -----------  ------------- ---------------
<S>                                                      <C>         <C>               <C>         <C>           <C>            
INCOME AND EXPENSES:
   Investment Income (Note 2):
     Dividends from The Trusts.....................      $ 94,301    $   28,062,216    $ 64,096    $11,681,807    $  3,449,567  
                                                         --------    --------------    --------    -----------     ------------  
Expenses (Note 3):

     Asset-based charges...........................        66,262        73,360,152     108,418      7,628,464       1,608,336  

Less: Reduction for expense limitation.............            --         5,103,502          --             --              --  
                                                         --------    --------------    --------    -----------    ------------  
     Net expenses..................................        66,262        68,256,650     108,418      7,628,464       1,608,336  
                                                         --------    --------------    --------    -----------    ------------  
NET INVESTMENT INCOME (LOSS).......................        28,039       (40,194,434)    (44,322)     4,053,343       1,841,231  
                                                         --------    --------------    --------    -----------    ------------  
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments.............       (55,907)       71,768,217     (98,011)     5,065,778       2,993,293  
   Realized gain distribution from
     The Trusts....................................        88,843       448,646,414     254,461     39,040,804       5,991,553  
                                                         --------    --------------    --------    -----------    ------------  
   Net realized gain (loss)........................        32,936       520,414,631     156,450     44,106,582       8,984,846  

   Change in unrealized appreciation /
     (depreciation) of investments.................       226,896       776,898,715     477,876      7,345,361     (15,797,804) 
                                                         --------    --------------    --------    -----------    ------------  
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..................................       259,832     1,297,313,346     634,326     51,451,943      (6,812,958) 
                                                         --------    --------------    --------    -----------    ------------  
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS (NOTE 2)..............      $287,871    $1,257,118,912    $590,004    $55,505,286    $ (4,971,727) 
                                                         ========    ==============    =========   ===========    ============  

<CAPTION>
                                                                 EQUITY SERIES (CONTINUED):
                                                      -------------------------------------------   
                                                                        MORGAN                      
                                                        T. ROWE        STANLEY                      
                                                         PRICE         EMERGING       ALLIANCE      
                                                      INTERNATIONAL    MARKETS       AGGRESSIVE     
                                                         STOCK          EQUITY         STOCK        
                                                        FUND(A)        FUND(b)          FUND        
                                                      -------------  ------------- ---------------  
<S>                                                   <C>            <C>            <C>              
INCOME AND EXPENSES:                                                                                
   Investment Income (Note 2):                                                                      
     Dividends from The Trusts.....................   $     5,743    $    36,217    $  4,814,252    
                                                      -----------    -----------    ------------    
Expenses (Note 3):                                                                                  

     Asset-based charges...........................       173,085         21,069      43,986,211    

Less: Reduction for expense limitation.............            --             --       3,148,227    
                                                      -----------    -----------    ------------    
     Net expenses..................................       173,085         21,069      40,837,984    
                                                      -----------    -----------    ------------    
NET INVESTMENT INCOME (LOSS).......................      (167,342)        15,148     (36,023,732)   
                                                      -----------    -----------    ------------    
REALIZED AND UNREALIZED GAIN (LOSS) ON                                                              
   INVESTMENTS (NOTE 2):                                                                            
   Realized gain (loss) on investments.............    (1,454,589)      (875,317)    128,458,759    
   Realized gain distribution from                                                                  
     The Trusts....................................            --             --     286,431,791    
                                                      -----------    -----------    ------------    
   Net realized gain (loss)........................    (1,454,589)      (875,317)    414,890,550    

   Change in unrealized appreciation /                                                              
     (depreciation) of investments.................      (917,513)    (1,097,984)    (79,262,405)   
                                                      -----------    -----------    ------------    
NET REALIZED AND UNREALIZED GAIN (LOSS)                                                             
   ON INVESTMENTS..................................    (2,372,102)    (1,973,301)    335,628,145    
                                                      -----------    -----------    ------------    
NET INCREASE (DECREASE) IN NET ASSETS                                                               
   RESULTING FROM OPERATIONS (NOTE 2)..............   $(2,539,444)   $(1,958,153)   $299,604,413    
                                                      ===========    ===========    ============    
</TABLE>
(a) Commenced operations on May 1, 1997.
(b) Commenced operations on August 20, 1997.

See Notes to Financial Statements.

                                      FSA-10
<PAGE>

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

STATEMENTS OF OPERATIONS (CONCLUDED)

FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                     EQUITY SERIES (CONTINUED):               
                                                        ----------------------------------------------------- 
                                                         WARBURG
                                                         PINCUS                     MFS             
                                                         SMALL        ALLIANCE    EMERGING       ALLIANCE
                                                         COMPANY     SMALL CAP     GROWTH      CONSERVATIVE    
                                                          VALUE       GROWTH     COMPANIES       INVESTORS         
                                                         FUND(A)      FUND(A)     FUND(A)           FUND          
                                                        ----------  ----------- ------------- ------------- 
<S>                                                     <C>         <C>           <C>          <C>          
INCOME AND EXPENSES:
   Investment Income (Note 2):
     Dividends from The Trusts.....................     $  59,034   $   11,202    $  64,947    $3,599,823   
                                                        ---------   ----------    ---------    ----------   
Expenses (Note 3):

     Asset-based charges...........................       292,506      237,355      124,265     1,151,097   

Less: Reduction for expense limitation.............            --           --           --            --   
                                                        ---------   ----------    ---------    ----------   
     Net expenses..................................       292,506      237,355      124,265     1,151,097   
                                                        ---------   ----------    ---------    ----------   
NET INVESTMENT INCOME (LOSS).......................      (233,472)    (226,153)     (59,318)    2,448,726   
                                                        ---------   ----------    ---------    ----------   
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (NOTE 2):
   Realized gain (loss) on investments.............      (699,272)   1,432,969     (381,340)      884,331   
   Realized gain distribution from
     The Trusts....................................       300,990    1,495,228      791,922     2,846,292   
                                                        ---------   ----------    ---------    ----------   
   Net realized gain (loss)........................      (398,282)   2,928,197      410,582     3,730,623   

   Change in unrealized appreciation /                                                                      
     (depreciation) of investments.................        22,263   (1,564,649)     405,203     3,477,016   
                                                        ---------   ----------    ---------    ----------   
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS..................................      (376,019)   1,363,548      815,785     7,207,639   
                                                        ---------   ----------    ---------    ----------   
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS (NOTE 2)..............     $(609,491)  $1,137,395    $ 756,467    $9,656,365   
                                                        =========   ==========    =========    ==========   

<CAPTION>
                                                                      ASSET ALLOCATION SERIES:                   
                                                       -------------------------------------------------------   
                                                                                                    MERRILL       
                                                          EQ/         ALLIANCE                      LYNCH         
                                                        PUTNAM         GROWTH        ALLIANCE       WORLD         
                                                       BALANCED      INVESTORS       BALANCED      STRATEGY      
                                                        FUND(A)         FUND           FUND         FUND(A)      
                                                       -----------  -------------  --------------  -----------   
<S>                                                     <C>         <C>            <C>             <C>           
INCOME AND EXPENSES:                                                                                             
   Investment Income (Note 2):                                                                                   
     Dividends from The Trusts.....................     $176,490    $15,563,176    $ 38,538,483    $  38,392     
                                                        --------    -----------    ------------    ---------     
Expenses (Note 3):                                                                                               

     Asset-based charges...........................       46,780      8,188,817      17,086,252       22,358     

Less: Reduction for expense limitation.............           --             --       1,849,482           --     
                                                        --------    -----------    ------------    ---------     
     Net expenses..................................       46,780      8,188,817      15,236,770       22,358     
                                                        --------    -----------    ------------    ---------     
NET INVESTMENT INCOME (LOSS).......................      129,710      7,374,359      23,301,713       16,034     
                                                        --------    -----------    ------------    ---------     
REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                           
   INVESTMENTS (NOTE 2):                                                                                         
   Realized gain (loss) on investments.............       (2,762)     2,871,160      20,098,513      (53,694)    
   Realized gain distribution from                                                                               
     The Trusts....................................      118,192     35,753,101      59,000,879       87,431     
                                                        --------    -----------    ------------    ---------     
   Net realized gain (loss)........................      115,430     38,624,261      79,099,392       33,737     

   Change in unrealized appreciation /                                                                           
     (depreciation) of investments.................      602,835     40,925,116      45,961,244     (153,612)    
                                                        --------    -----------    ------------    ---------     
NET REALIZED AND UNREALIZED GAIN (LOSS)                                                                          
   ON INVESTMENTS..................................      718,265     79,549,377     125,060,636     (119,875)    
                                                        --------    -----------    ------------    ---------     
NET INCREASE (DECREASE) IN NET ASSETS                                                                            
   RESULTING FROM OPERATIONS (NOTE 2)..............     $847,975    $86,923,736    $148,362,349    $(103,841)    
                                                        ========    ===========    ============    =========     
</TABLE>
(a) Commenced operations on May 1, 1997.

See Notes to Financial Statements.

                                     FSA-11

<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>
                                                                           FIXED INCOME SERIES:
                                                       -------------------------------------------------------------
                                                                 ALLIANCE                 ALLIANCE INTERMEDIATE     
                                                               MONEY MARKET               GOVERNMENT SECURITIES   
                                                                   FUND                           FUND                  
                                                       ------------------------------  ---------------------------- 
                                                           1997           1996            1997          1996        
                                                       -------------- ---------------  ------------- -------------  
<S>                                                    <C>             <C>             <C>           <C>            
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:

   Net investment income (loss)....................    $  3,606,969    $  3,123,305    $ 1,421,306   $ 1,192,426    
   Net realized gain (loss) on investments.........         236,951         137,830         63,438       (84,183)   
   Change in unrealized appreciation /                                                                              
     (depreciation) of investments.................         (78,466)         15,587        431,540      (386,046)   
                                                       ------------    ------------    -----------   -----------    
   Net increase in net assets from operations......       3,765,454       3,276,722      1,916,284       722,197    
                                                       ------------    ------------    -----------   -----------    
FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):
   Contributions and Transfers:
     Contributions.................................      86,657,302     119,080,405      7,536,973     9,100,062    
     Transfers from other Funds and
       Guaranteed Interest Account.................      47,922,157      28,258,231      8,017,226     7,049,068    
                                                       ------------    ------------    -----------   -----------    
         Total.....................................     134,579,459     147,338,636     15,554,199    16,149,130    
                                                       ------------    ------------    -----------   -----------    
   Payments, Transfers and Charges:
     Annuity payments, withdrawals
       and death benefits..........................      16,145,603      15,180,565      3,204,151     3,753,602    
     Transfers to other Funds and
       Guaranteed Interest Account.................     117,776,744     119,609,249      6,576,233     5,943,525    
     Withdrawal and administrative charges.........         297,412         206,649         54,007        45,485    
                                                       ------------    ------------    -----------   -----------    
           Total...................................     134,219,759     134,996,463      9,834,391     9,742,612    
                                                       ------------    ------------    -----------   -----------    
   Net increase (decrease) in net assets from
     Contract Owners transactions..................         359,700      12,342,173      5,719,808     6,406,518    
                                                       ------------    ------------    -----------   -----------    
   Net (increase) decrease in amount retained by                                                                    
     Equitable Life in Separate Account A (Note 3).         (68,437)        (61,391)       (50,296)      (24,318)   
                                                       ------------    ------------    -----------   -----------    
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO CONTRACT OWNERS.................       4,056,717      15,557,504      7,585,796     7,104,397    

NET ASSETS -- BEGINNING OF PERIOD
   ATTRIBUTABLE TO CONTRACT OWNERS.................      93,814,801      78,257,297     29,428,193    22,323,796    
                                                       ------------    ------------    -----------   -----------    
NET ASSETS -- END OF PERIOD (NOTE 1)                                                                                
   ATTRIBUTABLE TO CONTRACT OWNERS.................    $ 97,871,518    $ 93,814,801    $37,013,989   $29,428,193    
                                                       ============   ===============  ============= =============  

<CAPTION>
                                                                    FIXED INCOME SERIES:
                                                    -------------------------------------------------------------
                                                              ALLIANCE                      ALLIANCE             
                                                            QUALITY BOND                   HIGH YIELD            
                                                                FUND                          FUND               
                                                     ---------------------------  -----------------------------  
                                                        1997          1996            1997           1996        
                                                    -------------- -------------  ------------- --------------- 
<S>                                                  <C>            <C>            <C>           <C>             
INCREASE (DECREASE) IN NET ASSETS:                                                                               

FROM OPERATIONS:                                                                                                 

   Net investment income (loss)....................  $ 1,622,820    $ 1,226,243    $ 10,021,713  $ 4,979,724   
   Net realized gain (loss) on investments.........      249,479        280,060       8,751,281    4,297,646   
   Change in unrealized appreciation /                                                                         
     (depreciation) of investments.................      547,099       (469,209)       (187,263)     721,266   
                                                     -----------    -----------    ------------  -----------   
   Net increase in net assets from operations......    2,419,398      1,037,094      18,585,731    9,998,636   
                                                     -----------    -----------    ------------  -----------   
FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):                                                                    
   Contributions and Transfers:                                                                                
     Contributions.................................    8,725,632      7,201,618      39,249,294   23,155,861   
     Transfers from other Funds and                                                                            
       Guaranteed Interest Account.................   14,735,972     11,609,924      81,831,743   30,143,138   
                                                     -----------    -----------    ------------  -----------   
         Total.....................................   23,461,604     18,811,542     121,081,037   53,298,999   
                                                     -----------    -----------    ------------  -----------   
   Payments, Transfers and Charges:                                                                            
     Annuity payments, withdrawals                                                                             
       and death benefits..........................    2,471,399      1,789,909       9,034,492    4,361,957   
     Transfers to other Funds and                                                                              
       Guaranteed Interest Account.................    9,009,004      8,691,630      50,004,724   13,868,715   
     Withdrawal and administrative charges.........       49,238         30,562         180,111       78,426   
                                                     -----------    -----------    ------------  -----------   
           Total...................................   11,529,641     10,512,101      59,219,327   18,309,098   
                                                     -----------    -----------    ------------  -----------   
   Net increase (decrease) in net assets from                                                                  
     Contract Owners transactions..................   11,931,963      8,299,441      61,861,710   34,989,902   
                                                     -----------    -----------    ------------  -----------   
   Net (increase) decrease in amount retained by                                                               
     Equitable Life in Separate Account A (Note 3).      (51,466)       (33,143)       (195,148)     (78,617)  
                                                     -----------    -----------    ------------  -----------   
INCREASE (DECREASE) IN NET ASSETS                                                                              
   ATTRIBUTABLE TO CONTRACT OWNERS.................   14,299,895      9,303,392      80,252,293   44,909,921   
                                                     -----------    -----------    ------------  -----------   
NET ASSETS -- BEGINNING OF PERIOD                                                                              
   ATTRIBUTABLE TO CONTRACT OWNERS.................   26,349,265     17,045,873      77,961,239   33,051,318   
                                                     -----------    -----------    ------------  -----------   
NET ASSETS -- END OF PERIOD (NOTE 1)                                                                           
   ATTRIBUTABLE TO CONTRACT OWNERS.................  $40,649,160    $26,349,265    $158,213,532  $77,961,239   
                                                     ===========    ===========    ============  ===========   
</TABLE>
See Notes to Financial Statements.

                                     FSA-12
<PAGE>

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                                    EQUITY SERIES:
                                                         --------------------------------------------------------------------
                                                           T. ROWE         EQ/PUTNAM
                                                            PRICE           GROWTH &                                          
                                                            EQUITY           INCOME                   ALLIANCE                
                                                            INCOME           VALUE                 GROWTH & INCOME            
                                                           FUND(A)          FUND(A)                     FUND                  
                                                         -------------    -------------    --------------------------------   
                                                            1997             1997              1997             1996          
                                                         -------------    -------------    ---------------  ---------------   
<S>                                                      <C>              <C>               <C>             <C>               
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:

   Net investment income (loss)....................      $   213,607      $    27,593      $   (881,670)   $    674,662
   Net realized gain (loss) on investments.........           84,219           48,562        22,637,435       9,675,338     
   Change in unrealized appreciation /
     (depreciation) of investments.................        3,419,591          743,804        34,617,976      10,940,166     
                                                         -----------      -----------      ------------    ------------     
   Net increase in net assets from operations......        3,717,417          819,959        56,373,741      21,290,166     
                                                         -----------      -----------      ------------    ------------     
FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):
   Contributions and Transfers:
     Contributions.................................       14,253,368        9,287,300        77,902,559      44,131,391     
     Transfers from other Funds and
       Guaranteed Interest Account.................       49,127,513       21,624,425       159,040,741      70,653,911     
                                                         -----------      -----------      ------------    ------------     
         Total.....................................       63,380,881       30,911,725       236,943,300     114,785,302     
                                                         -----------      -----------      ------------    ------------     
   Payments, Transfers and Charges:
     Annuity payments, withdrawals
       and death benefits..........................          461,902          221,732        15,991,738       6,415,518     
     Transfers to other Funds and
       Guaranteed Interest Account.................        8,775,894        2,466,969        70,222,768      36,251,785     
     Withdrawal and administrative charges.........            7,224            5,138           387,138         177,183     
                                                         -----------      -----------      ------------    ------------     
           Total...................................        9,245,020        2,693,839        86,601,644      42,844,486     
                                                         -----------      -----------      ------------    ------------     
   Net increase (decrease) in net assets from
     Contract Owners transactions..................       54,135,861       28,217,886       150,341,656      71,940,816     
                                                         -----------      -----------      ------------    ------------     
   Net (increase) decrease in amount retained by
     Equitable Life in Separate Account A (Note 3).         (368,386)        (283,117)         (337,427)       (144,964)    
                                                         -----------      -----------      ------------    ------------     
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO CONTRACT OWNERS.................       57,484,892       28,754,728       206,377,970      93,086,018     

NET ASSETS -- BEGINNING OF PERIOD
   ATTRIBUTABLE TO CONTRACT OWNERS.................               --               --       163,506,297      70,420,279     
                                                         -----------      -----------      ------------    ------------     
NET ASSETS -- END OF PERIOD (NOTE 1)
   ATTRIBUTABLE TO CONTRACT OWNERS.................      $57,484,892      $28,754,728      $369,884,267    $163,506,297     
                                                         ===========      ===========      ============    ============     

<CAPTION>
                                                                         EQUITY SERIES:
                                                     ----------------------------------------------------
                                                                                           MERRILL       
                                                                ALLIANCE                 LYNCH BASIC     
                                                              EQUITY INDEX              VALUE EQUITY     
                                                                  FUND                     FUND(A)       
                                                     --------------------------------   --------------   
                                                         1997             1996              1997         
                                                     --------------  ---------------    -------------   
<S>                                                  <C>            <C>              <C>              
INCREASE (DECREASE) IN NET ASSETS:                                                                      

FROM OPERATIONS:                                                                                        

   Net investment income (loss)....................  $    785,831   $  1,004,328       $    28,039     
   Net realized gain (loss) on investments.........    15,251,160     14,191,113            32,936     
   Change in unrealized appreciation /                                                                 
     (depreciation) of investments.................    98,430,290     19,487,539           226,896     
                                                     ------------   ------------       -----------     
   Net increase in net assets from operations......   114,467,281     34,682,980           287,871     
                                                     ------------   ------------       -----------     
FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):                                                            
   Contributions and Transfers:                                                                        
     Contributions.................................   123,805,230     78,060,051         5,085,307     
     Transfers from other Funds and                                                                    
       Guaranteed Interest Account.................   497,060,564    224,346,052        15,531,026     
                                                     ------------   ------------       -----------     
         Total.....................................   620,865,794    302,406,103        20,616,333     
                                                     ------------   ------------       -----------     
   Payments, Transfers and Charges:                                                                    
     Annuity payments, withdrawals                                                                     
       and death benefits..........................    26,845,795      8,358,084           146,225     
     Transfers to other Funds and                                                                      
       Guaranteed Interest Account.................   332,805,482    142,130,534         3,680,513     
     Withdrawal and administrative charges.........       650,256        217,821             3,018     
                                                     ------------   ------------       -----------     
           Total...................................   360,301,533    150,706,439         3,829,756     
                                                     ------------   ------------       -----------     
   Net increase (decrease) in net assets from                                                          
     Contract Owners transactions..................   260,564,261    151,699,664        16,786,577     
                                                     ------------   ------------       -----------     
   Net (increase) decrease in amount retained by                                                       
     Equitable Life in Separate Account A (Note 3).      (491,351)      (138,050)          (298,904)   
                                                     ------------   ------------       -----------     
INCREASE (DECREASE) IN NET ASSETS                                                                      
   ATTRIBUTABLE TO CONTRACT OWNERS.................   374,540,191    186,244,594        16,775,544     

NET ASSETS -- BEGINNING OF PERIOD                                                                      
   ATTRIBUTABLE TO CONTRACT OWNERS.................   274,346,704     88,102,110                --     
                                                     ------------   ------------       -----------     
NET ASSETS -- END OF PERIOD (NOTE 1)                                                                   
   ATTRIBUTABLE TO CONTRACT OWNERS.................  $648,886,895   $274,346,704       $16,775,544     
                                                     ============   ============       ===========     
</TABLE>
(a) Commenced operations on May 1, 1997.

See Notes to Financial Statements.

                                     FSA-13
<PAGE>

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                       EQUITY SERIES (CONTINUED):
                                                       ------------------------------------------------------
                                                                    ALLIANCE                       MFS       
                                                                  COMMON STOCK                  RESEARCH     
                                                                      FUND                       FUND(A)     
                                                       -----------------------------------   --------------  
                                                            1997              1996               1997        
                                                       ----------------- -----------------   --------------  
<S>                                                     <C>               <C>                 <C>            
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:

   Net investment income (loss)....................     $  (40,194,434)   $  (18,656,106)      $  (44,322)   
   Net realized gain (loss) on investments.........        520,414,631       467,121,717          156,450    
   Change in unrealized appreciation /
     (depreciation) of investments.................        776,898,715       326,272,321          477,876    
                                                         -------------    --------------       ----------   
   Net increase in net assets from operations......      1,257,118,912       774,737,932          590,004    
                                                         -------------    --------------       ----------   
FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):
   Contributions and Transfers:
     Contributions.................................        485,617,488       453,359,975        9,395,788    
     Transfers from other Funds and
       Guaranteed Interest Account.................        981,404,674       762,624,599       21,884,490    
                                                         -------------    --------------       ----------   
         Total.....................................      1,467,022,162     1,215,984,574       31,280,278    
                                                         -------------    --------------       ----------   
   Payments, Transfers and Charges:
     Annuity payments, withdrawals
       and death benefits..........................        326,957,672       220,362,060          315,298    
     Transfers to other Funds and
       Guaranteed Interest Account.................        793,882,977       607,476,726        3,913,603    
     Withdrawal and administrative charges.........          6,730,878         5,572,073            4,474    
                                                         -------------    --------------       ----------   
           Total...................................      1,127,571,527       833,410,859        4,233,375    
                                                         -------------    --------------       ----------   
   Net increase (decrease) in net assets from
     Contract Owners transactions..................        339,450,635       382,573,715       27,046,903    
                                                         -------------    --------------       ----------   
   Net (increase) decrease in amount retained by
     Equitable Life in Separate Account A (Note 3).         (5,291,673)       (2,598,917)        (462,377)   
                                                         -------------    --------------       -----------   
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO CONTRACT OWNERS.................      1,591,277,874     1,154,712,730       27,174,530    

NET ASSETS -- BEGINNING OF PERIOD
   ATTRIBUTABLE TO CONTRACT OWNERS.................      4,332,698,100     3,177,985,370               --    
                                                        --------------    --------------       -----------   
NET ASSETS -- END OF PERIOD (NOTE 1)                    $5,923,975,974    $4,332,698,100       $27,174,530   
   ATTRIBUTABLE TO CONTRACT OWNERS.................     ===============   ==============       ===========   

<CAPTION>
                                                                             EQUITY SERIES (CONTINUED):
                                                       -------------------------------------------------------------------
                                                                 ALLIANCE                           ALLIANCE              
                                                                  GLOBAL                         INTERNATIONAL            
                                                                   FUND                               FUND                
                                                      --------------------------------   -------------------------------  
                                                           1997            1996              1997            1996         
                                                      ---------------- ---------------   --------------- ---------------  
<S>                                                     <C>             <C>               <C>             <C>             
INCREASE (DECREASE) IN NET ASSETS:                                                                                        

FROM OPERATIONS:                                                                                                          

   Net investment income (loss)....................     $  4,053,343    $  2,150,106      $  1,841,231     $   485,233    
   Net realized gain (loss) on investments.........       44,106,582      22,308,566         8,984,846       2,972,966    
   Change in unrealized appreciation /                                                                                    
     (depreciation) of investments.................        7,345,361      26,407,595       (15,797,804)      1,086,851    
                                                         ------------    ------------      ------------    -----------    
   Net increase in net assets from operations......       55,505,286      50,866,267        (4,971,727)      4,545,050    
                                                         ------------    ------------      ------------    -----------    
FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):                                                                               
   Contributions and Transfers:                                                                                           
     Contributions.................................       89,835,392     104,951,106        27,672,360      32,148,619    
     Transfers from other Funds and                                                                                       
       Guaranteed Interest Account.................      100,167,043     115,437,667       151,532,780     132,166,698    
                                                         ------------    ------------      ------------    -----------    
         Total.....................................      190,002,435     220,388,773       179,205,140     164,315,317    
                                                         ------------    ------------      ------------    -----------    
   Payments, Transfers and Charges:                                                                                       
     Annuity payments, withdrawals                                                                                        
       and death benefits..........................       38,003,491      28,738,527         9,154,376       3,342,378    
     Transfers to other Funds and                                                                                         
       Guaranteed Interest Account.................       93,151,966      61,058,782       143,958,994      83,376,653    
     Withdrawal and administrative charges.........        1,013,918         724,468           226,612          60,421    
                                                         ------------    ------------      ------------    -----------    
           Total...................................      132,169,375      90,521,777       153,339,982      86,779,452    
                                                         ------------    ------------      ------------    -----------    
   Net increase (decrease) in net assets from                                                                             
     Contract Owners transactions..................       57,833,060     129,866,996        25,865,158      77,535,865    
                                                         ------------    ------------      ------------    -----------    
   Net (increase) decrease in amount retained by                                                                          
     Equitable Life in Separate Account A (Note 3).         (280,980)       (286,484)            8,298           5,549    
                                                         ------------    ------------      ------------    -----------    
INCREASE (DECREASE) IN NET ASSETS                                                                                         
   ATTRIBUTABLE TO CONTRACT OWNERS.................      113,057,366     180,446,779        20,901,729      82,086,464    

NET ASSETS -- BEGINNING OF PERIOD                                                                                         
   ATTRIBUTABLE TO CONTRACT OWNERS.................      495,454,265     315,007,486        97,187,560      15,101,096    
                                                         ------------    ------------      ------------    -----------    
NET ASSETS -- END OF PERIOD (NOTE 1)                     $608,511,631    $495,454,265      $118,089,289    $ 97,187,560   
   ATTRIBUTABLE TO CONTRACT OWNERS.................      ============    ============      ============    ============   

</TABLE>

(a) Commenced operations on May 1, 1997.

See Notes to Financial Statements.

                                     FSA-14
<PAGE>

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                                 EQUITY SERIES (CONTINUED):
                                                         -----------------------------------------------------------------------
                                                                             MORGAN                                             
                                                            T. ROWE         STANLEY                                             
                                                             PRICE          EMERGING                                            
                                                         INTERNATIONAL      MARKETS                    ALLIANCE                 
                                                             STOCK           EQUITY                AGGRESSIVE STOCK             
                                                            FUND(A)         FUND(b)                      FUND                   
                                                         --------------   -------------   ------------------------------------  
                                                             1997            1997              1997               1996          
                                                         --------------   -------------   -----------------  -----------------  
<S>                                                       <C>             <C>              <C>                <C>                
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:

   Net investment income (loss)....................       $  (167,342)    $    15,148      $  (36,023,732)    $  (27,686,560)   
   Net realized gain (loss) on investments.........        (1,454,589)       (875,317)        414,890,550        578,406,046    
   Change in unrealized appreciation /
     (depreciation) of investments.................          (917,513)     (1,097,984)        (79,262,405)       (87,392,419)   
                                                          -----------     -----------      --------------     --------------    
   Net increase in net assets from operations......        (2,539,444)     (1,958,153)        299,604,413        463,327,067    
                                                          -----------     -----------      --------------     --------------    
FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):
   Contributions and Transfers:
     Contributions.................................        11,943,016       2,087,150         378,453,001        390,313,679    
     Transfers from other Funds and
       Guaranteed Interest Account.................        48,742,022      17,543,713       1,226,614,217      1,303,527,875    
                                                          -----------     -----------      --------------     --------------    
         Total.....................................        60,685,038      19,630,863       1,605,067,218      1,693,841,554    
                                                          -----------     -----------      --------------     --------------    
   Payments, Transfers and Charges:
     Annuity payments, withdrawals
       and death benefits..........................           551,644          38,081         223,777,455        154,410,598    
     Transfers to other Funds and
       Guaranteed Interest Account.................        19,727,736      10,197,807       1,226,219,275      1,118,235,181    
     Withdrawal and administrative charges.........            12,207           1,449           5,581,896          4,762,116    
                                                          -----------     -----------      --------------     --------------    
           Total...................................        20,291,587      10,237,337       1,455,578,626      1,277,407,895    
                                                          -----------     -----------      --------------     --------------    
   Net increase (decrease) in net assets from
     Contract Owners transactions..................        40,393,451       9,393,526         149,488,592        416,433,659    
                                                          -----------     -----------      --------------     --------------    
   Net (increase) decrease in amount retained by
     Equitable Life in Separate Account A (Note 3).            74,460       1,210,394            (445,491)          (596,353)   
                                                          -----------     -----------      --------------     --------------    
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO CONTRACT OWNERS.................        37,928,467       8,645,767         448,647,514        879,164,373    

NET ASSETS -- BEGINNING OF PERIOD
   ATTRIBUTABLE TO CONTRACT OWNERS.................                --              --       2,976,573,730      2,097,409,357    
                                                          -----------     -----------      --------------     --------------    
NET ASSETS -- END OF PERIOD (NOTE 1)                                                                                            
   ATTRIBUTABLE TO CONTRACT OWNERS.................       $37,928,467     $ 8,645,767      $3,425,221,244     $2,976,573,730    
                                                          ===========     ===========      ==============     ==============    

<CAPTION>
                                                                        EQUITY SERIES (CONTINUED):
                                                         ----------------------------------------------------
                                                             WARBURG                                  
                                                             PINCUS           ALLIANCE       MFS EMERGING
                                                         SMALL COMPANY       SMALL CAP          GROWTH           
                                                             VALUE             GROWTH         COMPANIES  
                                                            FUND(A)           FUND(A)           FUND(A)                        
                                                         ---------------   ---------------   --------------  
                                                             1997              1997              1997        
                                                         --------------    ---------------   --------------  
<S>                                                      <C>                <C>               <C>             
INCREASE (DECREASE) IN NET ASSETS:                                                                           

FROM OPERATIONS:                                                                                             

   Net investment income (loss)....................      $   (233,472)      $  (226,153)      $   (59,318)   
   Net realized gain (loss) on investments.........          (398,282)         2,928,197          410,582    
   Change in unrealized appreciation /                                                                       
     (depreciation) of investments.................            22,263         (1,564,649)         405,203    
                                                         ------------       ------------      -----------    
   Net increase in net assets from operations......          (609,491)         1,137,395          756,467    
                                                         ------------       ------------      -----------    
FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):                                                                  
   Contributions and Transfers:                                                                              
     Contributions.................................        17,932,084         15,686,202       10,348,726    
     Transfers from other Funds and                                                                          
       Guaranteed Interest Account.................        95,994,086        134,506,874       41,158,325    
                                                         ------------       ------------      -----------    
         Total.....................................       113,926,170        150,193,076       51,507,051    
                                                         ------------       ------------      -----------    
   Payments, Transfers and Charges:                                                                          
     Annuity payments, withdrawals                                                                           
       and death benefits..........................           710,649            644,310          272,079    
     Transfers to other Funds and                                                                            
       Guaranteed Interest Account.................        44,374,048         87,128,302       20,257,025    
     Withdrawal and administrative charges.........            13,343              7,383            3,323    
                                                         ------------       ------------      -----------    
           Total...................................        45,098,040         87,779,995       20,532,427    
                                                         ------------       ------------      -----------    
   Net increase (decrease) in net assets from                                                                
     Contract Owners transactions..................        68,828,130         62,413,081       30,974,624    
                                                         ------------       ------------      -----------    
   Net (increase) decrease in amount retained by                                                             
     Equitable Life in Separate Account A (Note 3).          (153,081)          (487,244)        (659,740)   
                                                         ------------       ------------      -----------    
INCREASE (DECREASE) IN NET ASSETS                                                                            
   ATTRIBUTABLE TO CONTRACT OWNERS.................        68,065,558         63,063,232       31,071,351    

NET ASSETS -- BEGINNING OF PERIOD                                                                            
   ATTRIBUTABLE TO CONTRACT OWNERS.................                --                 --               --    
                                                         ------------       ------------      -----------    
NET ASSETS -- END OF PERIOD (NOTE 1)                                                                         
   ATTRIBUTABLE TO CONTRACT OWNERS.................      $ 68,065,558       $ 63,063,232      $31,071,351    
                                                         ============       ============      ===========    

</TABLE>
(a) Commenced operations on May 1, 1997.
(b) Commenced operations on August 20, 1997.

See Notes to Financial Statements.

                                     FSA-15
<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>
                                                                               ASSET ALLOCATION SERIES:
                                                     ----------------------------------------------------------------------------
                                                              ALLIANCE                                      ALLIANCE             
                                                            CONSERVATIVE            EQ/PUTNAM                GROWTH              
                                                              INVESTORS             BALANCED                INVESTORS            
                                                                FUND                 FUND(A)                  FUND               
                                                     ---------------------------- --------------  ------------------------------ 
                                                         1997          1996           1997            1997           1996        
                                                     ---------------------------- --------------  -------------- --------------- 
<S>                                                   <C>           <C>            <C>            <C>             <C>            
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:

   Net investment income (loss)....................   $ 2,448,726   $ 2,631,006    $   129,710    $  7,374,359    $  5,106,790   
   Net realized gain (loss) on investments.........     3,730,623     2,242,475        115,430      38,624,261      52,452,931   
   Change in unrealized appreciation /                                                                                           
     (depreciation) of investments.................     3,477,016    (1,503,698)       602,835      40,925,116      (9,867,072)  
                                                      -----------   -----------    -----------    ------------    ------------   
   Net increase in net assets from operations......     9,656,365     3,369,783        847,975      86,923,736      47,692,649   
                                                      -----------   -----------    -----------    ------------    ------------   
FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):
   Contributions and Transfers:
     Contributions.................................    11,365,584    22,119,111      3,699,337      96,835,654     130,147,052   
     Transfers from other Funds and
       Guaranteed Interest Account.................     8,530,415     8,707,223     15,752,330      86,565,969     121,414,460   
                                                      -----------   -----------    -----------    ------------    ------------   
         Total.....................................    19,895,999    30,826,334     19,451,667     183,401,623     251,561,512   
                                                      -----------   -----------    -----------    ------------    ------------   
   Payments, Transfers and Charges:
     Annuity payments, withdrawals
       and death benefits..........................     7,295,059     5,546,973        192,650      39,593,409      25,722,728   
     Transfers to other Funds and
       Guaranteed Interest Account.................    14,511,104    14,201,772      7,250,221      76,718,000      49,453,027   
     Withdrawal and administrative charges.........       162,391       149,752          1,654       1,162,210         776,045   
                                                      -----------   -----------    -----------    ------------    ------------   
           Total...................................    21,968,554    19,898,497      7,444,525     117,473,619      75,951,800   
                                                      -----------   -----------    -----------    ------------    ------------   
   Net increase (decrease) in net assets from
     Contract Owners transactions..................    (2,072,555)   10,927,837     12,007,142      65,928,004     175,609,712   
                                                      -----------   -----------    -----------    ------------    ------------   
   Net (increase) decrease in amount retained by                                                                                 
     Equitable Life in Separate Account A (Note 3).      (172,151)      (72,280)      (434,093)       (551,891)       (212,924)   
                                                      -----------   -----------    -----------    ------------    ------------   
INCREASE (DECREASE) IN NET ASSETS
   ATTRIBUTABLE TO CONTRACT OWNERS.................     7,411,659    14,225,340     12,421,024     152,299,849     223,089,437   

NET ASSETS -- BEGINNING OF PERIOD
   ATTRIBUTABLE TO CONTRACT OWNERS.................    85,251,552    71,026,212             --     529,410,629     306,321,192   
                                                      -----------   -----------    -----------    ------------    ------------   
NET ASSETS -- END OF PERIOD (NOTE 1)                                                                                             
   ATTRIBUTABLE TO CONTRACT OWNERS.................   $92,663,211   $85,251,552    $12,421,024    $681,710,478    $529,410,629   
                                                      ===========   ===========    ===========    ============    ============   

<CAPTION>
                                                                     ASSET ALLOCATION SERIES:
                                                     -------------------------------------------------      
                                                                 ALLIANCE               MERRILL LYNCH       
                                                                 BALANCED               WORLD STRATEGY      
                                                                   FUND                   FUND(A)           
                                                     ---------------------------------  --------------      
                                                          1997             1996             1997            
                                                     ---------------- ----------------  --------------      
<S>                                                  <C>              <C>                <C>                
INCREASE (DECREASE) IN NET ASSETS:                                                                          

FROM OPERATIONS:                                                                                            

   Net investment income (loss)....................  $   23,301,713   $   19,667,360     $   16,034         
   Net realized gain (loss) on investments.........      79,099,392      100,889,344         33,737         
   Change in unrealized appreciation /                                                                      
     (depreciation) of investments.................      45,961,244      (15,177,682)      (153,612)        
                                                     --------------   --------------     ----------         
   Net increase in net assets from operations......     148,362,349      105,379,022       (103,841)        
                                                     --------------   --------------     ----------         
FROM CONTRACT OWNERS TRANSACTIONS (NOTE 4):                                                                 
   Contributions and Transfers:                                                                             
     Contributions.................................      84,629,925      102,324,455      1,913,915         
     Transfers from other Funds and                                                                         
       Guaranteed Interest Account.................     112,630,041      107,478,067      8,826,145         
                                                     --------------   --------------     ----------         
         Total.....................................     197,259,966      209,802,522     10,740,060         
                                                     --------------   --------------     ----------         
   Payments, Transfers and Charges:                                                                         
     Annuity payments, withdrawals                                                                          
       and death benefits..........................      96,288,584       78,989,041        156,911         
     Transfers to other Funds and                                                                           
       Guaranteed Interest Account.................     170,604,239      154,003,205      4,913,746         
     Withdrawal and administrative charges.........       1,889,094        2,085,995            622         
                                                     --------------   --------------     ----------         
           Total...................................     268,781,917      235,078,241      5,071,279         
                                                     --------------   --------------     ----------         
   Net increase (decrease) in net assets from                                                               
     Contract Owners transactions..................     (71,521,951)     (25,275,719)     5,668,781         
                                                     --------------   --------------     ----------         
   Net (increase) decrease in amount retained by                                                            
     Equitable Life in Separate Account A (Note 3).        (620,223)        (481,189)      (139,641)        
                                                     --------------   --------------     ----------         
INCREASE (DECREASE) IN NET ASSETS                                                                           
   ATTRIBUTABLE TO CONTRACT OWNERS.................      76,220,175       79,622,114      5,425,299         

NET ASSETS -- BEGINNING OF PERIOD                                                                           
   ATTRIBUTABLE TO CONTRACT OWNERS.................   1,121,735,842    1,042,113,728             --         
                                                     --------------   --------------     ----------         
NET ASSETS -- END OF PERIOD (NOTE 1)                                                                        
   ATTRIBUTABLE TO CONTRACT OWNERS.................  $1,197,956,017   $1,121,735,842     $5,425,299         
                                                     ==============   ==============     ==========         

</TABLE>

(a) Commenced operations on May 1, 1997.            
                                                    
See Notes to Financial Statements.

                                     FSA-16


<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997


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


    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 less liabilities.

    Investment  transactions are recorded on the trade date.  Realized gains and
    losses  include (1) gains and losses on  redemptions  of the Trust's  shares
    (determined  on the  identified  cost  basis)  and (2)  Trust  distributions
    representing the net realized gains on Trust investment  transactions  which
    are  distributed  by the  Trusts at the end of each  year and  automatically
    reinvested in additional  shares.  Dividends are recorded by HR Trust at the
    end of each quarter and by EQ Trust in the fourth quarter on the ex-dividend
    date. Capital gains are distributed by the Trust at the end of 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-17
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


3.     Asset Charges


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

<TABLE>
<CAPTION>

                                                                                                                         EQUI-VEST
                                                                     MOMENTUM                                            SERIES 300
                                  EQUI-VEST/MOMENTUM                   PLUS             OLD              EQUIPLAN          & 400
                                      CONTRACTS                      CONTRACTS       CONTRACTS           CONTRACTS       CONTRACTS
                         ------------------------------------   --------------- ----------------   -------------------- ------------
                                                                                                     Common Stock and
                         Alliance Money Market,                                     Common Stock       Intermediate
                           Alliance Balanced,         All                               and             Government
                          Alliance Common Stock      Other                         Money Market         Securities
                                  Funds              Funds           All Funds        Funds               Funds          All Funds
                         ------------------------ ------------      ----------- ----------------   -------------------- ------------
<S>                               <C>                 <C>             <C>              <C>                  <C>          <C>
Death Benefits........            0.05%               0.05%            --              0.05%                0.05%           --
Mortality Risks.......            0.30%               0.30%           0.50%            0.45%                0.45%          0.60%
Expenses..............            0.60%               0.60%           0.25%            0.16%                0.16%        0.24/0.25%
Expense Risks.........            0.30%               0.15%           0.60%            0.08%                0.08%          0.50%
Financial Accounting..            0.24%               0.24%            --               --                   --             --

</TABLE>

    During 1997,  Equitable Life charged  EQUI-VEST Series 300 and 400 Contracts
    0.24%  against  the  assets of the HR and EQ Funds for  expenses,  except as
    noted. This voluntary expense limitation  discounted from 0.25% to 0.24% may
    be discontinued by Equitable Life at its discretion.  Equitable Life charged
    EQUI-VEST  Series 300 and 400 0.25% against the assets of the Alliance Money
    Market Fund, the Alliance Common Stock Fund, the Alliance  Aggressive  Stock
    Fund, and the Alliance Balanced Funds.

    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 Alliance Money Market Fund, the Alliance  Common
    Stock Fund, the Alliance  Aggressive Stock Fund, the Alliance Balanced Funds
    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  (but  excludes
    amounts allocated to the Guaranteed Interest Account, which are reflected in
    the General  Account) and  participant  contributions  under other Contracts
    (Old  Contracts,  EQUIPLAN)  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-18

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


4.     Contributions, Payments, Transfers and Charges (Continued):

       Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                                         Years Ended
                                                                                                        December 31,
                                                                                          ------------------------------------------
                                                                                               1997                         1996
<S>                                                                                          <C>                          <C>
Fixed Income Series:
ALLIANCE MONEY MARKET FUND
- --------------------------
Issued        --     EQUI-VEST Contracts...............................................      837,383                      471,698
                     Momentum Contracts................................................      483,055                      508,189
                     Momentum Plus Contracts 135 BP....................................      588,908                      812,388
                     Momentum Plus Contracts 100 BP....................................       10,050                       40,920
                     Old Contracts.....................................................      120,867                        4,948
                     EQUI-VEST Series 300 and 400 Contracts............................      258,260                      245,758
Redeemed      --     EQUI-VEST Contracts...............................................      877,393                      479,069
                     Momentum Contracts................................................      415,858                      456,078
                     Momentum Plus Contracts 135 BP....................................      564,110                      804,620
                     Momentum Plus Contracts 100 BP....................................       10,333                       27,829
                     Old Contracts.....................................................        1,572                       15,490
                     EQUI-VEST Series 300 and 400 Contracts............................      277,148                      162,153

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND
- ------------------------------------------------
Issued        --     Momentum Contracts................................................        5,215                        5,037
                     Momentum Plus Contracts 135 BP....................................       29,724                       30,826
                     Momentum Plus Contracts 100 BP....................................          804                        2,792
                     EQUIPLAN Contracts................................................       49,549                       13,023
                     EQUI-VEST Series 300 and 400 Contracts............................      105,144                      103,536
Redeemed      --     Momentum Contracts................................................        4,851                        2,248
                     Momentum Plus Contracts 135 BP....................................       31,521                       37,473
                     Momentum Plus Contracts 100 BP....................................          813                          336
                     EQUIPLAN Contracts................................................            2                        8,091
                     EQUI-VEST Series 300 and 400 Contracts............................       50,075                       46,208

ALLIANCE QUALITY BOND FUND
- --------------------------
Issued        --     Momentum Contracts................................................        7,848                        4,794
                     Momentum Plus Contracts 135 BP....................................       22,668                       21,227
                     Momentum Plus Contracts 100 BP....................................          449                        1,393
                     EQUI-VEST Series 300 and 400 Contracts............................      167,788                      145,134
Redeemed      --     Momentum Contracts................................................        5,005                        1,778
                     Momentum Plus Contracts 135 BP....................................       12,495                       10,306
                     Momentum Plus Contracts 100 BP....................................          636                           47
                     EQUI-VEST Series 300 and 400 Contracts............................       80,367                       84,488
</TABLE>

                                     FSA-19

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997



4.     Contributions, Payments, Transfers and Charges (Continued):

<TABLE>
<CAPTION>
                                                                                                           Years Ended
                                                                                                           December 31,
                                                                                             ---------------------------------------
                                                                                                 1997                       1996
                                                                                             --------------            -------------
<S>                                                                                          <C>                          <C>
ALLIANCE HIGH YIELD FUND
- ------------------------
Issued         --       Momentum Contracts................................................      17,805                     12,054
                        Momentum Plus Contracts 135 BP....................................      62,992                     50,342
                        Momentum Plus Contracts 100 BP....................................       1,622                      5,597
                        EQUI-VEST Series 300 and 400 Contracts............................     726,147                    347,167
Redeemed       --       Momentum Contracts................................................       6,772                      1,584
                        Momentum Plus Contracts 135 BP....................................      42,608                     26,154
                        Momentum Plus Contracts 100 BP....................................       1,327                        478
                        EQUI-VEST Series 300 and 400 Contracts............................     338,338                    112,750
Equity Series:
T. ROWE PRICE EQUITY INCOME FUND
- --------------------------------
Issued         --       EQUI-VEST Series 300 and 400 Contracts............................     554,196                         --
Redeemed       --       EQUI-VEST Series 300 and 400 Contracts............................      79,255                         --

EQ/PUTNAM GROWTH & INCOME VALUE FUND
- ------------------------------------
Issued         --       EQUI-VEST Series 300 and 400 Contracts............................     273,498                         --
Redeemed       --       EQUI-VEST Series 300 and 400 Contracts............................      23,834                         --

ALLIANCE GROWTH & INCOME FUND
- -----------------------------
Issued         --       Momentum Contracts................................................      45,474                     32,378
               --       Momentum Plus Contracts 135 BP....................................     116,065                     80,062
                        Momentum Plus Contracts 100 BP....................................       3,889                      3,154
                        Momentum Plus Contracts 90 BP.....................................       1,441                         --
                        EQUI-VEST Series 300 and 400 Contracts............................   1,286,205                    769,435
Redeemed       --       Momentum Contracts................................................      17,193                      8,397
                        Momentum Plus Contracts 135 BP....................................      46,155                     26,343
                        Momentum Plus Contracts 100 BP....................................       2,901                        126
                        Momentum Plus Contracts 90 BP.....................................         337                         --
                        EQUI-VEST Series 300 and 400 Contracts............................     462,065                    291,623
</TABLE>

                                     FSA-20
<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997



4.     Contributions, Payments, Transfers and Charges (Continued):

<TABLE>
<CAPTION>
                                                                                                           Years Ended
                                                                                                          December 31,
                                                                                           -----------------------------------------
                                                                                                1997                       1996
                                                                                           --------------             --------------
<S>                                                                                          <C>                        <C>
ALLIANCE EQUITY INDEX FUND
- --------------------------
Issued        --     EQUI-VEST Series 300 and 400 Contracts............................      2,967,392                  1,866,091
Redeemed      --     EQUI-VEST Series 300 and 400 Contracts............................      1,768,139                    971,325

MERRILL LYNCH BASIC VALUE EQUITY FUND
- -------------------------------------
Issued        --     EQUI-VEST Series 300 and 400 Contracts............................        177,242                         --
Redeemed      --     EQUI-VEST Series 300 and 400 Contracts............................         32,592                         --

ALLIANCE COMMON STOCK FUND
- --------------------------
Issued        --     EQUI-VEST Contracts...............................................      4,383,156                  4,329,571
                     Momentum Contracts................................................        204,382                    243,637
                     Momentum Plus Contracts 135 BP....................................        545,202                    597,453
                     Momentum Plus Contracts 100 BP....................................         41,653                    157,605
                     Momentum Plus Contracts 90 BP.....................................          6,431                         --
                     Old Contracts.....................................................        301,258                        728
                     EQUIPLAN Contracts................................................         86,999                        303
                     EQUI-VEST Series 300 and 400 Contracts............................      1,968,780                  2,233,005
Redeemed      --     EQUI-VEST Contracts...............................................      3,930,073                  3,688,353
                     Momentum Contracts................................................        134,959                    127,310
                     Momentum Plus Contracts 135 BP....................................        354,590                    264,968
                     Momentum Plus Contracts 100 BP....................................        142,434                     17,583
                     Momentum Plus Contracts 90 BP.....................................          1,552                         --
                     Old Contracts.....................................................          3,085                     42,438
                     EQUIPLAN Contracts................................................          1,986                     12,375
                     EQUI-VEST Series 300 and 400 Contracts............................        660,995                    764,368
</TABLE>

                                     FSA-21

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997



4.  Contributions, Payments, Transfers and Charges (Continued):

<TABLE>
<CAPTION>
                                                                                                           Years Ended
                                                                                                          December 31,
                                                                                            ----------------------------------------
                                                                                                1997                       1996
                                                                                            --------------             -------------
<S>                                                                                          <C>                        <C>
MFS RESEARCH FUND
- -----------------
Issued        --     EQUI-VEST Series 300 and 400 Contracts............................        273,002                         --
Redeemed      --     EQUI-VEST Series 300 and 400 Contracts............................         36,730                         --

ALLIANCE GLOBAL FUND
- --------------------
Issued        --     Momentum Contracts................................................         67,282                     69,785
                     Momentum Plus Contracts 135 BP....................................        173,371                    226,890
                     Momentum Plus Contracts 100 BP....................................          3,421                     14,214
                     Momentum Plus Contracts 90 BP.....................................          2,872                         --
                     EQUI-VEST Series 300 and 400 Contracts............................      1,087,193                  1,395,485
Redeemed      --     Momentum Contracts................................................         36,989                     15,804
                     Momentum Plus Contracts 135 BP....................................        151,688                    158,197
                     Momentum Plus Contracts 100 BP....................................          3,187                      1,356
                     Momentum Plus Contracts 90 BP.....................................            468                         --
                     EQUI-VEST Series 300 and 400 Contracts............................        712,463                    521,429

ALLIANCE INTERNATIONAL FUND
- ---------------------------
Issued        --     Momentum Contracts................................................         23,465                     21,296
                     Momentum Plus Contracts 135 BP....................................         61,102                     61,499
                     Momentum Plus Contracts 100 BP....................................          8,513                     26,479
                     Momentum Plus Contracts 90 BP.....................................          1,175                         --
                     EQUI-VEST Series 300 and 400 Contracts............................      1,473,483                  1,395,292
Redeemed      --     Momentum Contracts................................................         10,479                      2,534
                     Momentum Plus Contracts 135 BP....................................         25,904                     10,691
                     Momentum Plus Contracts 100 BP....................................         25,384                      5,744
                     Momentum Plus Contracts 90 BP.....................................            387                         --
                     EQUI-VEST Series 300 and 400 Contracts............................      1,268,707                    772,701

T. ROWE PRICE INTERNATIONAL STOCK FUND
- --------------------------------------
Issued        --     EQUI-VEST Series 300 and 400 Contracts............................        590,328                         --
Redeemed      --     EQUI-VEST Series 300 and 400 Contracts............................        201,762                         --
</TABLE>

                                     FSA-22

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997



4.     Contributions, Payments, Transfers and Charges (Continued):

<TABLE>
<CAPTION>
                                                                                                           Years Ended
                                                                                                          December 31,
                                                                                           -----------------------------------------
                                                                                                1997                        1996
                                                                                           --------------              -------------
<S>                                                                                          <C>                        <C>
MORGAN STANLEY EMERGING MARKETS EQUITY FUND
- ------------------------------------------
Issued        --     EQUI-VEST Series 300 and 400 Contracts............................         228,577                         --
Redeemed      --     EQUI-VEST Series 300 and 400 Contracts............................         119,707                         --

ALLIANCE AGGRESSIVE STOCK FUND
- ------------------------------
Issued        --     EQUI-VEST Contracts...............................................      12,306,387                 15,729,861
                     Momentum Contracts................................................         663,082                    640,809
                     Momentum Plus Contracts 135 BP....................................         574,827                    611,656
                     Momentum Plus Contracts 100 BP....................................          36,380                    124,790
                     Momentum Plus Contracts 90 BP.....................................           9,299                         --
                     EQUI-VEST Series 300 and 400 Contracts............................       2,341,814                  2,252,325
Redeemed      --     EQUI-VEST Contracts...............................................      12,221,170                 13,605,973
                     Momentum Contracts................................................         506,394                    329,415
                     Momentum Plus Contracts 135 BP....................................         369,618                    259,855
                     Momentum Plus Contracts 100 BP....................................         107,896                     15,823
                     Momentum Plus Contracts 90 BP.....................................           2,386                         --
                     EQUI-VEST Series 300 and 400 Contracts............................       1,583,469                  1,094,154

WARBURG PINCUS SMALL COMPANY VALUE FUND
- ---------------------------------------
Issued        --     EQUI-VEST Series 300 and 400 Contracts............................         944,293                         --
Redeemed      --     EQUI-VEST Series 300 and 400 Contracts............................         367,754                         --

ALLIANCE SMALL CAP GROWTH FUND
- ------------------------------
Issued        --     Momentum Contracts................................................           6,275                         --
                     Momentum Plus Contracts 135 BP....................................           8,595                         --
                     Momentum Plus Contracts 90 BP.....................................             466                         --
                     EQUI-VEST Series 300 and 400 Contracts............................       1,187,782                         --
Redeemed      --     Momentum Contracts................................................             139                         --
                     Momentum Plus Contracts 135 BP....................................             743                         --
                     EQUI-VEST Series 300 and 400 Contracts............................         700,040                         --
</TABLE>

                                     FSA-23

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997



4.     Contributions, Payments, Transfers and Charges (Continued):

<TABLE>
<CAPTION>
                                                                                                           Years Ended
                                                                                                          December 31,
                                                                                            ----------------------------------------
                                                                                                 1997                       1996
                                                                                            --------------             -------------
<S>                                                                                          <C>                        <C>
MFS EMERGING GROWTH COMPANIES FUND
- ----------------------------------
Issued        --     EQUI-VEST Series 300 and 400 Contracts............................        424,497                         --
Redeemed      --     EQUI-VEST Series 300 and 400 Contracts............................        168,426                         --

ALLIANCE CONSERVATIVE INVESTORS FUND
- ------------------------------------
Issued        --     Momentum Contracts................................................          8,745                     10,705
                     Momentum Plus Contracts 135 BP....................................         45,283                     55,120
                     Momentum Plus Contracts 100 BP....................................          1,777                      5,947
                     EQUI-VEST Series 300 and 400 Contracts............................        114,868                    200,840
Redeemed      --     Momentum Contracts................................................          4,397                      3,249
                     Momentum Plus Contracts 135 BP....................................         52,105                     47,599
                     Momentum Plus Contracts 100 BP....................................          1,102                      1,318
                     EQUI-VEST Series 300 and 400 Contracts............................        128,454                    125,486

EQ/PUTNAM BALANCED FUND
- -----------------------
Issued        --     EQUI-VEST Series 300 and 400 Contracts............................        175,775                         --
Redeemed      --     EQUI-VEST Series 300 and 400 Contracts............................         66,296                         --

ALLIANCE GROWTH INVESTORS FUND
- ------------------------------
Issued        --     Momentum Contracts................................................         70,069                     69,706
                     Momentum Plus Contracts 135 BP....................................        206,206                    277,255
                     Momentum Plus Contracts 100 BP....................................          3,369                     15,724
                     Momentum Plus Contracts 90 BP.....................................          2,935                         --
                     EQUI-VEST Series 300 and 400 Contracts............................      1,019,421                  1,654,096
Redeemed      --     Momentum Contracts................................................         33,111                     16,841
                     Momentum Plus Contracts 135 BP....................................        138,201                    143,744
                     Momentum Plus Contracts 100 BP....................................          3,482                      1,072
                     Momentum Plus Contracts 90 BP.....................................          1,446                         --
                     EQUI-VEST Series 300 and 400 Contracts............................        640,400                    441,519
</TABLE>

                                     FSA-24

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997



4.     Contributions, Payments, Transfers and Charges (Concluded):

<TABLE>
<CAPTION>
                                                                                                           Years Ended
                                                                                                          December 31,
                                                                                            ----------------------------------------
                                                                                                  1997                      1996
                                                                                            --------------             -------------
<S>                                                                                            <C>                      <C>
ALLIANCE BALANCED FUND
- ----------------------
Issued        --     EQUI-VEST Contracts...............................................        3,643,409                4,328,191
                     Momentum Contracts................................................          272,369                  344,030
                     Momentum Plus Contracts 135 BP....................................          168,722                  200,165
                     Momentum Plus Contracts 100 BP....................................           15,895                   55,952
                     Momentum Plus Contracts 90 BP.....................................            2,030                       --
                     EQUI-VEST Series 300 and 400 Contracts............................          263,741                  274,681
Redeemed      --     EQUI-VEST Contracts...............................................        5,926,775                6,220,763
                     Momentum Contracts................................................          277,292                  243,591
                     Momentum Plus Contracts 135 BP....................................          131,565                  118,387
                     Momentum Plus Contracts 100 BP....................................           52,839                    7,610
                     Momentum Plus Contracts 90 BP.....................................            1,298                       --
                     EQUI-VEST Series 300 and 400 Contracts............................          156,561                  112,296

MERRILL LYNCH WORLD STRATEGY FUND
- ---------------------------------
Issued        --     EQUI-VEST Series 300 and 400 Contracts............................           98,231                       --
Redeemed      --     EQUI-VEST Series 300 and 400 Contracts............................           45,952                       --
</TABLE>

                                     FSA-25

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


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  multiplied by net 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>

                                                       FIXED INCOME SERIES                                   EQUITY SERIES
                                 -----------------------------------------------------------------   ------------------------------
                                                     ALLIANCE                                                           EQ/PUTNAM
                                                   INTERMEDIATE                                         T. ROWE         GROWTH &
                                   ALLIANCE         GOVERNMENT       ALLIANCE        ALLIANCE HIGH      PRICE            INCOME
                                    MONEY           SECURITIES      QUALITY BOND         YIELD          EQUITY            VALUE
                                 MARKET FUND          FUND             FUND              FUND          INCOME FUND         FUND
                                 -------------    -------------   --------------   ---------------   --------------   -------------
<S>                               <C>              <C>              <C>              <C>               <C>             <C>
Net assets attributable
   to EQUI-VEST
   Contracts in
   accumulation period........     28,630,592               --               --                --               --              --
Net assets attributable
   to Old Contracts in
   accumulation period........      4,189,205               --               --                --               --              --
Net assets attributable
   to EQUIPLAN
   Contracts in
   accumulation period........             --        2,716,528               --                --               --              --
Net assets attributable
   to Momentum
   Contracts in
   accumulation period........      9,048,240        1,229,416        1,212,237         4,617,656               --              --
Net assets attributable
   to Momentum Plus
   Contracts 135 BP in
   accumulation period........     37,749,123        8,815,249        4,783,603        18,859,053               --              --
Net assets attributable
   to Momentum Plus
   Contracts 100 BP in
   accumulation period........             --          274,922          136,288           809,324               --              --
Net assets attributable
   to Momentum Plus
   Contracts 90 BP in
   accumulation period........      1,412,220               --               --                --               --              --
Net assets attributable
   to EQUI-VEST Series 300
   & 400 Contracts in
   accumulation period........     16,842,138       23,975,250       34,339,271       133,635,037       57,484,892      28,754,728
Actuarial reserves,
   financial reserves, and
   other contract
   liabilities
   attributable to
   Contracts in payout........             --            2,624          177,761           292,462               --              --
                                  -----------      -----------      -----------      ------------      -----------     -----------
                                  $97,871,518      $37,013,989      $40,649,160      $158,213,532      $57,484,892     $28,754,728
                                  ===========      ===========      ===========      ============      ===========     ===========

</TABLE>

                                     FSA-26

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


5.  Net Assets (Continued):

<TABLE>
<CAPTION>
                                                                       EQUITY SERIES (CONTINUED)
                                ----------------------------------------------------------------------------------------------------
                                  ALLIANCE        ALLIANCE        MERRILL
                                  GROWTH &         EQUITY       LYNCH BASIC         ALLIANCE                            ALLIANCE
                                   INCOME           INDEX          VALUE          COMMON STOCK      MFS RESEARCH         GLOBAL
                                    FUND            FUND        EQUITY FUND           FUND              FUND              FUND
                                --------------  --------------  -------------    ----------------   --------------   ---------------
<S>                             <C>             <C>             <C>              <C>                 <C>              <C>
Net assets attributable
   to EQUI-VEST
   Contracts in
   accumulation period........            --              --             --       4,410,526,160               --                --
Net assets attributable
   to Old Contracts in
   accumulation period........            --              --             --          97,099,845               --                --
Net assets attributable
   to EQUIPLAN
   Contracts in
   accumulation period........            --              --             --          29,158,614               --                --
Net assets attributable
   to Momentum
   Contracts in
   accumulation period........    12,372,665      20,100,426             --         149,357,161               --        22,261,752
Net assets attributable
   to Momentum Plus
   Contracts 135 BP in
   accumulation period........    32,871,014      49,512,169             --         246,774,664               --        71,745,486
Net assets attributable
   to Momentum Plus
   Contracts 100 BP in
   accumulation period........       542,065         910,494             --           6,002,465               --         1,542,816
Net assets attributable
   to Momentum Plus
   Contracts 90 BP in
   accumulation period........       160,600         494,802             --             724,146               --           293,574
Net assets attributable
   to EQUI-VEST Series 300
   & 400 Contracts in
   accumulation period........   322,669,974     576,476,443     16,775,544         944,084,494       27,174,530       511,706,502
Actuarial reserves,
   financial reserves and
   other contract
   liabilities
   attributable to
   Contracts in payout........     1,267,949       1,392,561             --          40,248,425               --           961,501
                                ------------    ------------    -----------      --------------      -----------      ------------
                                $369,884,267    $648,886,895    $16,775,544      $5,923,975,974      $27,174,530      $608,511,631
                                ============    ============    ===========      ==============      ===========      ============
</TABLE>

                                     FSA-27

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


5.  Net Assets (Continued):

<TABLE>
<CAPTION>
                                                                    EQUITY SERIES (CONTINUED)
                               ---------------------------------------------------------------------------------------------------
                                                   T. ROWE           MORGAN                              WARBURG
                                                    PRICE           STANLEY           ALLIANCE        PINCUS SMALL       ALLIANCE
                                 ALLIANCE        INTERNATIONAL      EMERGING         AGGRESSIVE          COMPANY          SMALL
                               INTERNATIONAL        STOCK            MARKETS            STOCK              VALUE            CAP
                                   FUND              FUND         EQUITY FUND           FUND              FUND         GROWTH FUND
                               --------------    -------------    -------------   -----------------   --------------   -------------
<S>                             <C>               <C>               <C>             <C>                 <C>             <C>
Net assets attributable
   to EQUI-VEST
   Contracts in
   accumulation period........            --               --               --       2,543,630,247               --              --
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........     3,478,117               --               --         130,445,811               --         770,364
Net assets attributable
   to Momentum Plus
   Contracts 135 BP in
   accumulation period........     9,194,987               --               --         209,848,220               --         985,779
Net assets attributable
   to Momentum Plus
   Contracts 100 BP in
   accumulation period........       349,606               --               --           4,875,759               --              --
Net assets attributable
   to Momentum Plus
   Contracts 90 BP in
   accumulation period........        82,473               --               --             825,522               --          58,653
Net assets attributable
   to EQUI-VEST Series 300
   & 400 Contracts in
   accumulation period........   104,469,920       37,928,467        8,645,767         526,973,693       68,065,558      61,236,251
Actuarial reserves,
   financial reserves and
   other contract
   liabilities
   attributable to
   Contracts in payout........       514,186               --               --           8,621,992               --          12,185
                                ------------      -----------       ----------      --------------      -----------     -----------
                                $118,089,289      $37,928,467       $8,645,767      $3,425,221,244      $68,065,558     $63,063,232
                                ============      ===========       ==========      ==============      ===========     ===========
</TABLE>

                                     FSA-28

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


5.  Net Assets (Continued):

<TABLE>
<CAPTION>
                                 EQUITY SERIES (CONCLUDED)                           ASSETS ALLOCATION SERIES
                               ------------------------------   --------------------------------------------------------------------
                                   MFS
                                 EMERGING         ALLIANCE                                                               MERRILL  
                                  GROWTH        CONSERVATIVE                       ALLIANCE                           LYNCH WORLD 
                                COMPANIES        INVESTORS        EQ/PUTNAM          GROWTH            ALLIANCE          STRATEGY 
                                   FUND             FUND        BALANCED FUND    INVESTORS FUND     BALANCED FUND          FUND   
                               -------------    -------------   --------------   ---------------   -----------------   -------------
<S>                             <C>              <C>              <C>              <C>               <C>                 <C>
Net assets attributable
   to EQUI-VEST
   Contracts in
   accumulation period........           --               --               --                --       1,006,566,451              --
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........           --        2,932,016               --        22,609,452          40,673,022              --
Net assets attributable
   to Momentum Plus
   Contracts 135 BP in
   accumulation period........           --       16,048,869               --        85,908,116          59,761,156              --
Net assets attributable
   to Momentum Plus
   Contracts 100 BP in
   accumulation period........           --          651,178               --         1,842,069           1,353,282              --
Net assets attributable
   to Momentum Plus
   Contracts 90 BP in
   accumulation period........           --               --               --           188,657              89,772              --
Net assets attributable
   to EQUI-VEST Series 300
   & 400 Contracts in
   accumulation period........   31,071,351       72,446,188       12,421,024       569,316,879          88,622,534       5,425,299
Actuarial reserves,
   financial reserves and
   other contract
   liabilities
   attributable to
   Contracts in payout........           --          584,960               --         1,845,305             889,800              --
                                -----------      -----------      -----------      ------------      --------------      ----------
                                $31,071,351      $92,663,211      $12,421,024      $681,710,478      $1,197,956,017      $5,425,299
                                ===========      ===========      ===========      ============      ==============      ==========
</TABLE>

                                     FSA-29

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values

    Shown below is accumulation unit value information for units outstanding.

                   ALLIANCE MONEY MARKET FUND -- OLD CONTRACTS
<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                    ----------------------------------------------------------------------------------------
                                     1997     1996     1995     1994     1993     1992     1991     1990     1989     1988
                                    -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                                 <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Unit value, beginning of period.    $33.52   $32.00   $30.44   $29.43   $28.75   $27.92   $26.47   $24.59   $22.66   $21.23
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Unit value, end of period.......    $35.12   $33.52   $32.00   $30.44   $29.43   $28.75   $27.92   $26.47   $24.59   $22.66
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Number of units outstanding,
   end of period (000's)........       119      129      140      147      168      204      246      289      310      339
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
</TABLE>

         ALLIANCE MONEY MARKET FUND -- EQUI-VEST / MOMENTUM** CONTRACTS
<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                    ----------------------------------------------------------------------------------------
                                     1997     1996     1995     1994     1993     1992     1991     1990     1989     1988
                                    -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                                 <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Unit value, beginning of period.    $28.28   $27.22   $26.08   $25.41   $25.01   $24.48   $23.38   $21.89   $20.32   $19.18
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Unit value, end of period.......    $29.41   $28.28   $27.22   $26.08   $25.41   $25.01   $24.48   $23.38   $21.89   $20.32
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Number of  EQUI-VEST units
    outstanding, end of period
    (000's).....................       973    1,013    1,021    1,000    1,065    1,201    1,325    1,307    1,045      656
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Number of Momentum units
   outstanding, end of
   period (000's)...............       308      240      188      166       56
                                    ======   ======   ======   ======   ======
</TABLE>

         ALLIANCE MONEY MARKET FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,                     SEPTEMBER 9, 1993*
                                                     ---------------------------------------
                                                                                                        TO DECEMBER 31, 1993
                                                      1997      1996       1995      1994
                                                     -------   -------   --------   -------            -----------------------
<S>                                                  <C>       <C>        <C>       <C>                         <C>
Unit value, beginning of period..................    $111.75   $107.55    $103.10   $100.47                     $100.00
                                                     =======   =======   ========   =======                     =======
Unit value, end of period........................    $116.21   $111.75    $107.55   $103.10                     $100.47
                                                     =======   =======   ========   =======                     =======
Number of units outstanding, end of period (000's)       325       307        299       474                          62
                                                     =======   =======   ========   =======                     =======
</TABLE>

         ALLIANCE MONEY MARKET FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------              SEPTEMBER 1, 1996*
                                                           1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $105.65                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $110.26                       $105.65
                                                         =======                       =======
Number of units outstanding, end of period (000's)            13                            13
                                                         =======                       =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.


                                     FSA-30

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


      ALLIANCE MONEY MARKET FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------              JANUARY 3, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     -------   -------    -------            -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $111.21   $107.04    $102.61                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $115.66   $111.21    $107.04                     $102.61
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)       146       165         81                          63
                                                     =======   =======    =======                     =======
</TABLE>

     ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND -- EQUIPLAN CONTRACTS
<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                    ----------------------------------------------------------------------------------------
                                     1997     1996     1995     1994     1993     1992     1991     1990     1989     1988
                                    ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
<S>                                 <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Unit value, beginning of period.    $51.34   $49.69   $44.04   $46.25   $42.04   $40.00   $35.17   $33.12   $28.89   $27.31
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Unit value, end of period.......    $54.83   $51.34   $49.69   $44.04   $46.25   $42.04   $40.00   $35.17   $33.12   $28.89
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Number of units outstanding,
   end of period (000's)........        50       55       50       54       58       66       74       82       91       98
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
</TABLE>

     ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND -- MOMENTUM CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------                JUNE 1, 1994*
                                                       1997      1996       1995              TO DECEMBER 31, 1994
                                                     -------   -------    -------            -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $112.40   $109.80    $ 98.19                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $118.98   $112.40    $109.80                     $ 98.19
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)        10        10          7                           1
                                                     =======   =======    =======                     =======
</TABLE>

              ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND --
                       MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                     ---------------------------------------             SEPTEMBER 9, 1993*
                                                       1997      1996       1995      1994              TO DECEMBER 31, 1993
                                                     -------   -------   --------   -------            -----------------------
<S>                                                  <C>       <C>       <C>        <C>                          <C>
Unit value, beginning of period..................    $108.45   $105.94   $  94.76   $100.44                      $100.00
                                                     =======   =======   ========   =======                      =======
Unit value, end of period........................    $114.78   $108.45    $105.94   $ 94.76                      $100.44
                                                     =======   =======   ========   =======                      =======
Number of units outstanding, end of period (000's)        77        81         88        64                            1
                                                     =======   =======   ========   =======                      =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-31

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


               ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND --
                       MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     --------------                SEPTEMBER 1, 1996*
                                                           1997                  TO DECEMBER 31, 1996
                                                         --------               ----------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $105.75                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $112.32                       $105.75
                                                         =======                       =======
Number of units outstanding, end of period (000's)             2                             2
                                                         =======                       =======
</TABLE>

               ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND --
                     EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     ----------------------------                 JUNE 1, 1994*
                                                       1997      1996       1995              TO DECEMBER 31, 1994
                                                     --------  --------  ---------           ----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $112.40   $109.80    $ 98.19                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $118.98   $112.40    $109.80                     $ 98.19
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)       202       146         89                          32
                                                     =======   =======    =======                     =======
</TABLE>

                ALLIANCE QUALITY BOND FUND -- MOMENTUM CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     ----------------------------                  JUNE 1, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           ----------------------
<S>                                                  <C>       <C>       <C>                          <C>
Unit value, beginning of period..................    $112.65   $108.38    $ 93.87                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $121.30   $112.65    $108.38                     $ 93.87
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)        10         7          4                           1
                                                     =======   =======    =======                     =======
</TABLE>

         ALLIANCE QUALITY BOND FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------                JUNE 1, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>       <C>                          <C>
Unit value, beginning of period..................    $118.87   $114.38    $ 99.07                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $127.99   $118.87    $114.38                     $ 99.07
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)        37        28         17                           3
                                                     =======   =======    =======                     =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-32

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


         ALLIANCE QUALITY BOND FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------             SEPTEMBER 1, 1996*
                                                          1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $108.84                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $117.60                       $108.84
                                                         =======                       =======
Number of units outstanding, end of period (000's)             1                             1
                                                         =======                       =======
</TABLE>

      ALLIANCE QUALITY BOND FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------              JANUARY 3, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $112.65   $108.38    $ 93.87                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $121.30   $112.65    $108.38                     $ 93.87
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)       283       196        135                          53
                                                     =======   =======    =======                     =======
</TABLE>

                 ALLIANCE HIGH YIELD FUND -- MOMENTUM CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------              JUNE 1, 1994* TO
                                                      1997      1996       1995                DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>    
Unit value, beginning of period..................    $137.53   $113.44    $ 95.88                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $160.74   $137.53    $113.44                     $ 95.88
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)        29        18          7                           1
                                                     =======   =======    =======                     =======
</TABLE>

          ALLIANCE HIGH YIELD FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                     ---------------------------------------             SEPTEMBER 9, 1993*
                                                      1997      1996       1995      1994               TO DECEMBER 31, 1993
                                                     --------  --------  ---------  --------           -----------------------
<S>                                                  <C>       <C>        <C>       <C>                         <C>
Unit value, beginning of period..................    $146.80   $121.10    $102.37   $106.74                     $100.00
                                                     =======   =======    =======   =======                     =======
Unit value, end of period........................    $171.56   $146.80    $121.10   $102.37                     $106.74
                                                     =======   =======    =======   =======                     =======
Number of units outstanding, end of period (000's)       110        94         70        38                           1
                                                     =======   =======    =======   =======                     =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-33

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


          ALLIANCE HIGH YIELD FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------              SEPTEMBER 1, 1996
                                                          1997                   TO DECEMBER 31, 1996*
                                                         --------               ------------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $127.46                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $149.49                       $127.46
                                                         =======                       =======
Number of units outstanding, end of period (000's)             5                             5
                                                         =======                       =======
</TABLE>

       ALLIANCE HIGH YIELD FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------              JANUARY 3, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $137.53   $113.44    $ 95.88                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $160.74   $137.53    $113.44                     $ 95.88
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)       831       444        209                          99
                                                     =======   =======    =======                     =======
</TABLE>

             T. ROWE PRICE EQUITY INCOME FUND -- EQUI-VEST CONTRACTS

                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $121.04
                                                             =======
Number of units outstanding, end of period (000's)               475
                                                             =======

           EQ/PUTNAM GROWTH & INCOME VALUE FUND -- EQUI-VEST CONTRACTS

                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $115.17
                                                             =======
Number of units outstanding, end of period (000's)               250
                                                             =======
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-34

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


               ALLIANCE GROWTH & INCOME FUND -- MOMENTUM CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------                JUNE 1, 1994*
                                                      1997      1996       1995                TO DECEMBER 31, 1994
                                                     --------  --------  ---------            -----------------------
<S>                                                  <C>       <C>       <C>                          <C>
Unit value, beginning of period..................    $143.37   $121.02    $ 98.86                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $179.30   $143.37    $121.02                     $ 98.86
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)        69        41         17                           4
                                                     =======   =======    =======                     =======
</TABLE>

       ALLIANCE GROWTH & INCOME FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------               JUNE 1, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $143.63   $121.25    $ 99.06                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $179.60   $143.63    $121.25                     $ 99.06
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)       183       121         67                           9
                                                     =======   =======    =======                     =======
</TABLE>

       ALLIANCE GROWTH & INCOME FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------             SEPTEMBER 1, 1996*
                                                          1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $123.61                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $155.11                       $123.61
                                                         =======                       =======
Number of units outstanding, end of period (000's)             3                             3
                                                         =======                       =======
</TABLE>

        ALLIANCE GROWTH & INCOME FUND -- MOMENTUM PLUS CONTRACTS: 90 B.P.


                                                        YEAR ENDED
                                                       DECEMBER 31,
                                                     ----------------
                                                           1997
                                                         --------
Unit value, beginning of period..................        $115.81
                                                         =======
Unit value, end of period........................        $145.48
                                                         =======
Number of units outstanding, end of period (000's)             1
                                                         =======

     ALLIANCE GROWTH & INCOME FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------              JANUARY 3, 1994*
                                                       1997      1996       1995              TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $143.37   $121.02    $ 98.86                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $179.30   $143.37    $121.02                     $ 98.86
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)     1,800       975        498                         210
                                                     =======   =======    =======                     =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-35

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


                ALLIANCE EQUITY INDEX FUND -- MOMENTUM CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------               JUNE 1, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $164.12   $135.94    $100.95                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $214.66   $164.12    $135.94                     $100.95
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)        94        51         12                           1
                                                     =======   =======    =======                     =======
</TABLE>

         ALLIANCE EQUITY INDEX FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------               JUNE 1, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $164.08   $135.92    $100.94                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $214.58   $164.08    $135.92                     $100.94
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)       231       128         44                           3
                                                     =======   =======    =======                     =======
</TABLE>

         ALLIANCE EQUITY INDEX FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------             SEPTEMBER 1, 1996*
                                                          1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $139.70                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $170.23                       $139.70
                                                         =======                       =======
Number of units outstanding, end of period (000's)             5                             4
                                                         =======                       =======
</TABLE>

         ALLIANCE EQUITY INDEX FUND -- MOMENTUM PLUS CONTRACTS: 90 B.P.


                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------
                                                           1997
                                                         --------
Unit value, beginning of period..................        $114.21
                                                         =======
Unit value, end of period........................        $150.05
                                                         =======
Number of units outstanding, end of period (000's)             3
                                                         =======

      ALLIANCE EQUITY INDEX FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------                JUNE 1, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $164.12   $135.94    $100.95                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $214.66   $164.12    $135.94                     $100.95
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)     2,686     1,486        592                          47
                                                     =======   =======    =======                     =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-36

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


          MERRILL LYNCH BASIC VALUE EQUITY FUND -- EQUI-VEST CONTRACTS


                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $115.97
                                                             =======
Number of units outstanding, end of period (000's)               145
                                                             =======

                   ALLIANCE COMMON STOCK FUND -- OLD CONTRACTS
<TABLE>
<CAPTION>
                                                                       YEARS ENDED DECEMBER 31,
                                    -----------------------------------------------------------------------------------------------
                                     1997      1996       1995      1994      1993      1992       1991      1990     1989     1988
                                   --------  --------  ---------  --------  --------  --------  ---------  -------  -------  -------
<S>                                <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>
Unit value, beginning of period.   $246.57   $199.66    $151.67   $155.96   $125.72   $122.56    $ 89.56   $97.97   $78.37   $63.99
                                   =======   =======    =======   =======   =======   =======    =======   ======   ======   ======
Unit value, end of period.......   $316.64   $246.57    $199.66   $151.67   $155.96   $125.72    $122.56   $89.56   $97.97   $78.37
                                   =======   =======    =======   =======   =======   =======    =======   ======   ======   ======
Number of units outstanding,
   end of period (000's)........       307       345        387       438       467       525        598      694      780      895
                                   =======   =======    =======   =======   =======   =======    =======   ======   ======   ======
</TABLE>

          ALLIANCE COMMON STOCK FUND -- EQUI-VEST/MOMENTUM** CONTRACTS
<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                   -------------------------------------------------------------------------------------------------
                                    1997      1996       1995      1994      1993      1992       1991      1990     1989     1988
                                   --------  --------  ---------  --------  --------  --------  ---------  -------  -------  -------
<S>                                <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>
Unit value, beginning of period.   $199.05   $162.42    $124.32   $128.81   $104.63   $102.76    $ 75.67   $83.40   $67.22   $55.30
                                   =======   =======    =======   =======   =======   =======    =======   ======   ======   ======
Unit value, end of period.......   $253.68   $199.05    $162.42   $124.32   $128.81   $104.63    $102.76   $75.67   $83.40   $67.22
                                   =======   =======    =======   =======   =======   =======    =======   ======   ======   ======
Number of  EQUI-VEST units
   outstanding, end of
   period (000's)...............    17,386    16,933     16,292    15,749    13,917    11,841     10,292    9,670    8,645    7,252
                                   =======   =======    =======   =======    ======   =======    =======   ======   ======   ======
Number of Momentum units
   outstanding, end of
   period (000's)...............       589       519        403       270       120
                                   =======   =======    =======    ======    ======
</TABLE>

                ALLIANCE COMMON STOCK FUND -- EQUIPLAN CONTRACTS
<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                 ---------------------------------------------------------------------------------------------------
                                  1997      1996       1995      1994      1993      1992       1991      1990      1989      1988
                                 --------  --------  ---------  --------  --------  --------  ---------  --------  --------  -------
<S>                              <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
Unit value, beginning of period. $267.08   $216.27    $164.29   $168.93   $136.10   $132.67    $ 96.95   $106.05   $ 84.83   $69.26
                                 =======   =======    =======   =======   =======   =======    =======   =======   =======   ======
Unit value, end of period....... $342.99   $267.08    $216.27   $164.29   $168.93   $136.10    $132.67   $ 96.95   $106.05   $84.83
                                 =======   =======    =======   =======   =======   =======    =======   =======   =======   ======
Number of units outstanding,
   end of period (000's)........      85        96        108       119       124       135        144       157       177      196
                                 =======   =======    =======   =======   =======   =======    =======   =======   =======   ======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-37

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


         ALLIANCE COMMON STOCK FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                     ---------------------------------------             SEPTEMBER 9, 1993*
                                                      1997      1996       1995      1994               TO DECEMBER 31, 1993
                                                     --------  --------  ---------  --------           -----------------------
<S>                                                  <C>       <C>        <C>       <C>                         <C>
Unit value, beginning of period..................    $162.39   $132.47    $101.38   $105.01                     $100.00
                                                     =======   =======    =======   =======                     =======
Unit value, end of period........................    $207.00   $162.39    $132.47   $101.38                     $105.01
                                                     =======   =======    =======   =======                     =======
Number of units outstanding, end of period (000's)     1,192     1,039        706       330                          12
                                                     =======   =======    =======   =======                     =======
</TABLE>

         ALLIANCE COMMON STOCK FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------              SEPTEMBER 1, 1996*
                                                           1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $125.89                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $161.04                       $125.89
                                                         =======                       =======
Number of units outstanding, end of period (000's)            37                           140
                                                         =======                       =======
</TABLE>

         ALLIANCE COMMON STOCK FUND -- MOMENTUM PLUS CONTRACTS: 90 B.P.

                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------
                                                          1997
                                                         --------
Unit value, beginning of period..................        $115.92
                                                         =======
Unit value, end of period........................        $148.44
                                                         =======
Number of units outstanding, end of period (000's)             5
                                                         =======

      ALLIANCE COMMON STOCK FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------               JANUARY 3, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $155.42   $126.78    $ 97.03                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $198.12   $155.42    $126.78                     $ 97.03
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)     4,765     3,457      1,989                         948
                                                     =======   =======    =======                     =======
</TABLE>

                    MFS RESEARCH FUND -- EQUI-VEST CONTRACTS

                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $115.01
                                                             =======
Number of units outstanding, end of period (000's)               236
                                                             =======
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-38

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


                   ALLIANCE GLOBAL FUND -- MOMENTUM CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------                JUNE 1, 1994*
                                                      1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $138.00   $122.06    $104.12                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $151.87   $138.00    $122.06                     $104.12
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)       147       116         62                          16
                                                     =======   =======    =======                     =======
</TABLE>

            ALLIANCE GLOBAL FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                     ---------------------------------------             SEPTEMBER 9, 1993*
                                                      1997      1996       1995      1994               TO DECEMBER 31, 1993
                                                     --------  --------  ---------  --------           -----------------------
<S>                                                  <C>       <C>        <C>       <C>                         <C>
Unit value, beginning of period..................    $140.51   $124.30    $106.04   $102.14                     $100.00
                                                     =======   =======    =======   =======                     =======
Unit value, end of period........................    $154.12   $140.51    $124.30   $106.04                     $102.14
                                                     =======   =======    =======   =======                     =======
Number of units outstanding, end of period (000's)       464       459        391       223                           8
                                                     =======   =======    =======   =======                     =======
</TABLE>

            ALLIANCE GLOBAL FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                        YEAR ENDED
                                                        DECEMBER 31,
                                                     ----------------              SEPTEMBER 1, 1996*
                                                           1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $116.37                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $128.51                       $116.37
                                                         =======                       =======
Number of units outstanding, end of period (000's)            12                            13
                                                         =======                       =======
</TABLE>

            ALLIANCE GLOBAL FUND -- MOMENTUM PLUS CONTRACTS: 90 B.P.


                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------
                                                           1997
                                                         --------
Unit value, beginning of period..................        $110.47
                                                         =======
Unit value, end of period........................        $122.12
                                                         =======
Number of units outstanding, end of period (000's)             2
                                                         =======

         ALLIANCE GLOBAL FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------               JANUARY 3, 1994*
                                                       1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $138.00   $122.06    $104.12                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $151.87   $138.00    $122.06                     $104.12
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)     3,369     2,995      2,121                       1,305
                                                     =======   =======    =======                     =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-39

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


                ALLIANCE INTERNATIONAL FUND -- MOMENTUM CONTRACTS
<TABLE>
<CAPTION>
                                                        YEAR ENDED
                                                       DECEMBER 31,                  SEPTEMBER 1, 1994*
                                                      1997      1996                TO DECEMBER 31, 1995
                                                     --------  --------            -----------------------
<S>                                                  <C>       <C>                          <C>
Unit value, beginning of period..................    $112.82   $104.15                      $100.00
                                                     =======   =======                      =======
Unit value, end of period........................    $107.92   $112.82                      $104.15
                                                     =======   =======                      =======
Number of units outstanding, end of period (000's)        32        19                            0
                                                     =======   =======                      =======
</TABLE>

        ALLIANCE INTERNATIONAL FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                        YEAR ENDED
                                                       DECEMBER 31,                SEPTEMBER 1, 1994* TO
                                                      1997      1996                 DECEMBER 31, 1995
                                                     --------  --------            -----------------------
<S>                                                  <C>       <C>                          <C>
Unit value, beginning of period..................    $112.81   $104.15                      $100.00
                                                     =======   =======                      =======
Unit value, end of period........................    $107.89   $112.81                      $104.15
                                                     =======   =======                      =======
Number of units outstanding, end of period (000's)        85        54                            3
                                                     =======   =======                      =======
</TABLE>

        ALLIANCE INTERNATIONAL FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------              SEPTEMBER 1, 1996*
                                                           1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $112.96                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $108.42                       $112.96
                                                         =======                       =======
Number of units outstanding, end of period (000's)             3                            21
                                                         =======                       =======
</TABLE>

         ALLIANCE INTERNATIONAL FUND -- MOMENTUM PLUS CONTRACTS: 90 B.P.

                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------
                                                          1997
                                                         --------
Unit value, beginning of period..................        $108.98
                                                         =======
Unit value, end of period........................        $104.70
                                                         =======
Number of units outstanding, end of period (000's)           788
                                                         =======

      ALLIANCE INTERNATIONAL FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                        YEAR ENDED
                                                       DECEMBER 31,                  SEPTEMBER 1, 1994*
                                                      1997      1996                TO DECEMBER 31, 1995
                                                     --------  --------            -----------------------
<S>                                                  <C>       <C>                          <C>
Unit value, beginning of period..................    $112.83   $104.15                      $100.00
                                                     =======   =======                      =======
Unit value, end of period........................    $107.92   $112.83                      $104.15
                                                     =======   =======                      =======
Number of units outstanding, end of period (000's)       968       763                          141
                                                     =======   =======                      =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-40

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


          T. ROWE PRICE INTERNATIONAL STOCK FUND -- EQUI-VEST CONTRACTS


                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $ 97.61
                                                             =======
Number of units outstanding, end of period (000's)               387
                                                             =======

        MORGAN STANLEY EMERGING MARKETS EQUITY FUND -- EQUI-VEST CONTRACTS


                                                      August 20, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $ 79.41
                                                             =======
Number of units outstanding, end of period (000's)               109
                                                             =======

       ALLIANCE AGGRESSIVE STOCK FUND -- EQUI-VEST / MOMENTUM** CONTRACTS
<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                    ----------------------------------------------------------------------------------------
                                      1997     1996     1995     1994     1993     1992     1991     1990     1989     1988
                                    -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                                 <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Unit value, beginning of period.    $82.91   $68.73   $52.88   $55.68   $48.30   $50.51   $27.36   $25.86   $18.09   $18.15
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Unit value, end of period.......    $90.75   $82.91   $68.73   $52.88   $55.68   $48.30   $50.51   $27.36   $25.86   $18.09
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Number of EQUI-VEST units
   outstanding, end of
   period (000's)...............    28,030   27,945   25,821   24,787   21,496   17,986   12,962    9,545    8,134    8,972
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Number of Momentum units
   outstanding, end of
   period (000's)...............     1,437    1,281      969      620      258
                                    ======   ======   ======   ======   ======
</TABLE>

       ALLIANCE AGGRESSIVE STOCK FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                     ---------------------------------------              SEPTEMBER 9, 1993*
                                                       1997      1996       1995      1994               TO DECEMBER 31, 1993
                                                     --------  --------  ---------  --------           -----------------------
<S>                                                  <C>       <C>        <C>       <C>                         <C>
Unit value, beginning of period..................    $157.31   $130.50    $100.49   $105.90                     $100.00
                                                     =======   =======    =======   =======                     =======
Unit value, end of period........................    $171.96   $157.31    $130.50   $100.49                     $105.90
                                                     =======   =======    =======   =======                     =======
Number of units outstanding, end of period (000's)     1,220     1,070        718       350                          12
                                                     =======   =======    =======   =======                     =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-41

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


       ALLIANCE AGGRESSIVE STOCK FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     --------------                SEPTEMBER 1, 1996*
                                                           1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $125.54                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $137.72                       $125.54
                                                         =======                       =======
Number of units outstanding, end of period (000's)            35                           109
                                                         =======                       =======
</TABLE>

       ALLIANCE AGGRESSIVE STOCK FUND -- MOMENTUM PLUS CONTRACTS: 90 B.P.


                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------
                                                          1997
                                                         --------
Unit value, beginning of period..................        $108.74
                                                         =======
Unit value, end of period........................        $119.41
                                                         =======
Number of units outstanding, end of period (000's)             7
                                                         =======

    ALLIANCE AGGRESSIVE STOCK FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------               JANUARY 3, 1994*
                                                       1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>       <C>                          <C>
Unit value, beginning of period..................    $149.41   $123.95   $  95.45                     $100.00
                                                     =======   =======   ========                     =======
Unit value, end of period........................    $163.33   $149.41    $123.95                     $ 95.45
                                                     =======   =======   ========                     =======
Number of units outstanding, end of period (000's)     3,226     2,468      1,310                         664
                                                     =======   =======   ========                     =======
</TABLE>

         WARBURG PINCUS SMALL COMPANY VALUE FUND -- EQUI-VEST CONTRACTS


                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $118.06
                                                             =======
Number of units outstanding, end of period (000's)               577
                                                             =======

              ALLIANCE SMALL CAP GROWTH FUND -- MOMENTUM CONTRACTS


                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $125.55
                                                             =======
Number of units outstanding, end of period (000's)                 6
                                                             =======
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-42

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


       ALLIANCE SMALL CAP GROWTH FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.


                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $125.54
                                                             =======
Number of units outstanding, end of period (000's)                 8
                                                             =======

    ALLIANCE SMALL CAP GROWTH FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS


                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $125.55
                                                             =======
Number of units outstanding, end of period (000's)               488
                                                             =======

            MFS EMERGING GROWTH COMPANIES FUND -- EQUI-VEST CONTRACTS


                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $121.34
                                                             =======
Number of units outstanding, end of period (000's)               256
                                                             =======

           ALLIANCE CONSERVATIVE INVESTORS FUND -- MOMENTUM CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------                JUNE 1, 1994*
                                                       1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>        <C>                         <C>
Unit value, beginning of period..................    $117.25   $112.97    $ 95.10                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $130.98   $117.25    $112.97                     $ 95.10
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)        22        18         11                           3
                                                     =======   =======    =======                     =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-43

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


    ALLIANCE CONSERVATIVE INVESTORS FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                     ---------------------------------------               SEPTEMBER 9, 1993*
                                                       1997      1996       1995      1994               TO DECEMBER 31, 1993
                                                     --------  --------  ---------  --------           -----------------------
<S>                                                  <C>       <C>       <C>         <C>                        <C>
Unit value, beginning of period..................    $114.99   $110.81    $ 93.29    $98.60                     $100.00
                                                     =======   =======    =======    ======                     =======
Unit value, end of period........................    $128.45   $114.99    $110.81    $93.29                     $ 98.60
                                                     =======   =======    =======    ======                     =======
Number of units outstanding, end of period (000's)       125       136        129        92                          10
                                                     =======   =======    =======    ======                     =======
</TABLE>

    ALLIANCE CONSERVATIVE INVESTORS FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------               SEPTEMBER 1, 1996*
                                                           1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>
Unit value, beginning of period..................        $109.47                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $122.71                       $109.47
                                                         =======                       =======
Number of units outstanding, end of period (000's)             5                             5
                                                         =======                       =======
</TABLE>

 ALLIANCE CONSERVATIVE INVESTORS FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                     ---------------------------------------
                                                       1997      1996       1995      1994
                                                     --------  --------   --------  --------
<S>                                                  <C>       <C>       <C>        <C>
Unit value, beginning of period..................    $117.25   $112.97    $ 95.10   $100.00
                                                     =======   =======    =======   =======
Unit value, end of period........................    $130.98   $117.25    $112.97   $ 95.10
                                                     =======   =======    =======   =======
Number of units outstanding, end of period (000's)       553       567        491       325
                                                     =======   =======    =======   =======
</TABLE>

                 EQ/PUTNAM BALANCED FUND -- EQUI-VEST CONTRACTS


                                                        MAY 1, 1997* TO
                                                       DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                             =======
Unit value, end of period........................            $113.46
                                                             =======
Number of units outstanding, end of period (000's)               109
                                                             =======

              ALLIANCE GROWTH INVESTORS FUND -- MOMENTUM CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------                JUNE 1, 1994*
                                                       1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>       <C>                          <C>    
Unit value, beginning of period..................    $133.40   $120.08    $ 96.31                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $153.69   $133.40    $120.08                     $ 96.31
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)       147       110         57                          10
                                                     =======   =======    =======                     =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-44

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):


       ALLIANCE GROWTH INVESTORS FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                     ---------------------------------------              SEPTEMBER 9, 1993*
                                                       1997      1996       1995      1994               TO DECEMBER 31, 1993
                                                     --------  --------  ---------  --------           -----------------------
<S>                                                  <C>       <C>        <C>       <C>                         <C>    
Unit value, beginning of period..................    $134.95   $121.49    $ 97.45   $101.99                     $100.00
                                                     =======   =======    =======   =======                     =======
Unit value, end of period........................     155.46   $134.95    $121.49   $ 97.45                     $101.99
                                                     =======   =======    =======   =======                     =======
Number of units outstanding, end of period (000's)       553       508        375       188                          13
                                                     =======   =======    =======   =======                     =======
</TABLE>

       ALLIANCE GROWTH INVESTORS FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------              SEPTEMBER 1, 1996*
                                                           1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>    
Unit value, beginning of period..................        $116.95                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $135.20                       $116.95
                                                         =======                       =======
Number of units outstanding, end of period (000's)            14                            15
                                                         =======                       =======
</TABLE>

       ALLIANCE GROWTH INVESTORS FUND -- MOMENTUM PLUS CONTRACTS: 90 B.P.


                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------
                                                           1997
                                                         --------
Unit value, beginning of period..................        $109.51
                                                         =======
Unit value, end of period........................        $126.72
                                                         =======
Number of units outstanding, end of period (000's)             1
                                                         =======

    ALLIANCE GROWTH INVESTORS FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------               JANUARY 3, 1994*
                                                       1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>       <C>                          <C>    
Unit value, beginning of period..................    $133.40   $120.08    $ 96.31                     $100.00
                                                     =======   =======    =======                     =======
Unit value, end of period........................    $153.69   $133.40    $120.08                     $ 96.31
                                                     =======   =======    =======                     =======
Number of units outstanding, end of period (000's)     3,704     3,325      2,113                       1,023
                                                     =======   =======    =======                     =======
</TABLE>
- -------------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-45

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (Continued):

           ALLIANCE BALANCED FUND -- EQUI-VEST / MOMENTUM** CONTRACTS
<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                    ----------------------------------------------------------------------------------------
                                     1997     1996     1995     1994     1993     1992     1991     1990     1989     1988
                                    -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                                 <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>   
Unit value, beginning of period.    $34.06   $30.92   $26.18   $28.85   $26.04   $27.17   $19.40   $19.69   $15.80   $13.95
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Unit value, end of period.......    $38.66   $34.06   $30.92   $26.18   $28.85   $26.04   $27.17   $19.40   $19.69   $15.80
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Number of EQUI-VEST units
   outstanding, end of
   period (000's)...............    26,036   28,319   30,212   32,664   31,259   25,975   21,100   19,423   16,810   15,335
                                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Number of Momentum units
   outstanding, end of
   period (000's)...............     1,052    1,057      957      776      348
                                    ======   ======   ======   ======   ======
</TABLE>

           ALLIANCE BALANCED FUND -- MOMENTUM PLUS CONTRACTS: 135 B.P.
<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                     ---------------------------------------               SEPTEMBER 9, 1993*
                                                       1997      1996       1995      1994               TO DECEMBER 31, 1993
                                                     --------  --------  ---------  --------           -----------------------
<S>                                                  <C>       <C>        <C>       <C>                         <C>    
Unit value, beginning of period..................    $120.01   $108.95    $ 92.22   $101.63                     $100.00
                                                     =======   =======    ========  =======                     =======
Unit value, end of period........................    $136.14   $120.01    $108.95   $ 92.22                     $101.63
                                                     =======   =======    ========  =======                     =======
Number of units outstanding, end of period (000's)       439       417        336       188                           9
                                                     =======   =======    ========  =======                     =======
</TABLE>

           ALLIANCE BALANCED FUND -- MOMENTUM PLUS CONTRACTS: 100 B.P.
<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------              SEPTEMBER 1, 1996*
                                                           1997                   TO DECEMBER 31, 1996
                                                         --------               ------------------------
<S>                                                      <C>                           <C>    
Unit value, beginning of period..................        $114.16                       $100.00
                                                         =======                       =======
Unit value, end of period........................        $129.97                       $114.16
                                                         =======                       =======
Number of units outstanding, end of period (000's)            10                            48
                                                         =======                       =======
</TABLE>

           ALLIANCE BALANCED FUND -- MOMENTUM PLUS CONTRACTS: 90 B.P.


                                                       YEAR ENDED
                                                      DECEMBER 31,
                                                     ----------------
                                                          1997
                                                         --------
Unit value, beginning of period..................        $100.00
                                                         =======
Unit value, end of period........................        $122.68
                                                         =======
Number of units outstanding, end of period (000's)             1
                                                         =======
- -----------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.

                                     FSA-46
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

DECEMBER 31, 1997


6.  Accumulation Unit Values (CONCLUDED):


        ALLIANCE BALANCED FUND -- EQUI-VEST SERIES 300 AND 400 CONTRACTS
<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                     -----------------------------               JANUARY 3, 1994*
                                                       1997      1996       1995               TO DECEMBER 31, 1994
                                                     --------  --------  ---------           -----------------------
<S>                                                  <C>       <C>       <C>                          <C>    
Unit value, beginning of period..................    $119.26   $108.26   $  91.64                     $100.00
                                                     =======   =======   ========                     =======
Unit value, end of period........................    $135.29   $119.26   $ 108.26                     $ 91.64
                                                     =======   =======   ========                     =======
Number of units outstanding, end of period (000's)       655       548        386                         289
                                                     =======   =======   ========                     =======
</TABLE>

            MERRILL LYNCH WORLD STRATEGY FUND -- EQUI-VEST CONTRACTS


                                                         MAY 1, 1997* TO
                                                        DECEMBER 31, 1997
                                                     -----------------------
Unit value, beginning of period..................            $100.00
                                                            ========
Unit value, end of period........................            $103.77
                                                            ========
Number of units outstanding, end of period (000's)                52
                                                            ========
- -----------------
 *Date on which units were made available for sale.
**The Momentum Contracts were first introduced for sale on February 15, 1993.


                                     FSA-47


<PAGE>

February 10, 1998





                        Report of Independent Accountants


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

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

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




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



                                      F-1

<PAGE>

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

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

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

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

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

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

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



                 See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

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

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

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

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

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

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

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




                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

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

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

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

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

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

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

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

                 See Notes to Consolidated Financial Statements.


                                      F-4
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      F-5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

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

 2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation and Principles of Consolidation

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

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

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

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

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

        Closed Block

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


                                      F-6
<PAGE>

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

        Discontinued Operations

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

        Accounting Changes

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

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

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

                                      F-7
<PAGE>

        New Accounting Pronouncements

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

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

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

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

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

        Valuation of Investments

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

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


                                      F-8
<PAGE>

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

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

        Policy loans are stated at unpaid principal balances.

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

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

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

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

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

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

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

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

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

        Recognition of Insurance Income and Related Expenses

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


                                      F-9
<PAGE>

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

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

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

        Deferred Policy Acquisition Costs

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

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

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

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

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

        Policyholders' Account Balances and Future Policy Benefits

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


                                      F-10
<PAGE>

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

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

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

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

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


                                      F-11
<PAGE>

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

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

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

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

        Policyholders' Dividends

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

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

        Federal Income Taxes

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

        Separate Accounts

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

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

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

                                      F-12
<PAGE>

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

        Employee Stock Option Plan

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

 3)     INVESTMENTS

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

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

                                      F-13
<PAGE>

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

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

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

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

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

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

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

                                      F-14
<PAGE>

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

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

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

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

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

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

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

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

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

                                      F-15
<PAGE>

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

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

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

 4)     JOINT VENTURES AND PARTNERSHIPS

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

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

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

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

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

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

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

                                      F-16
<PAGE>

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

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

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

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

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

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

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

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

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

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

                                      F-17
<PAGE>

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

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

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

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

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

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

                                      F-18
<PAGE>

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

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

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

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

6)      CLOSED BLOCK

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

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

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

                                      F-19
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      F-20
<PAGE>

 7)     DISCONTINUED OPERATIONS

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

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

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

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

<TABLE>
<CAPTION>

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

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

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

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

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

                                      F-21
<PAGE>

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

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

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

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

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

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

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

8)      SHORT-TERM AND LONG-TERM DEBT

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

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

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

                                      F-22
<PAGE>

        Short-term Debt

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

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

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

        Long-term Debt

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

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

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

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

 9)     FEDERAL INCOME TAXES

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

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

                                      F-23
<PAGE>

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

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

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

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

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

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

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

                                      F-24
<PAGE>

10)     REINSURANCE AGREEMENTS

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

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

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

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

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

11)     EMPLOYEE BENEFIT PLANS

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

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

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

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

                                      F-25
<PAGE>

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

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

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

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

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

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

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

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

                                      F-26
<PAGE>

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

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

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

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

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

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

12)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        Derivatives

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

                                      F-27
<PAGE>

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

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

        Fair Value of Financial Instruments

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

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

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

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

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

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

                                      F-28
<PAGE>

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

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

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

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

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

13)     COMMITMENTS AND CONTINGENT LIABILITIES

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

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

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

                                      F-29
<PAGE>

14)     LITIGATION

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

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

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

                                      F-30
<PAGE>

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

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

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

                                      F-31
<PAGE>

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

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

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

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

                                      F-32
<PAGE>

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

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

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

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

                                      F-33
<PAGE>

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

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

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

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

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

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

15)     LEASES

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

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

                                      F-35
<PAGE>

16)     OTHER OPERATING COSTS AND EXPENSES

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

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

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

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

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1997, 1996 and 1995,  statutory net
        loss  totaled  $351.7  million,   $351.1  million  and  $352.4  million,
        respectively. No amounts are expected to be available for dividends from
        Equitable Life to the Holding Company in 1998.

        At December 31, 1997, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $19.7  million  of  securities
        deposited with such government or state agencies.

                                      F-36
<PAGE>

        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances  from GAAP.  The following  reconciles  the Insurance  Group's
        statutory change in surplus and capital stock and statutory  surplus and
        capital  stock  determined  in  accordance  with  accounting   practices
        prescribed by the New York  Insurance  Department  with net earnings and
        equity on a GAAP basis.
<TABLE>
<CAPTION>

                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Net change in statutory surplus and
          capital stock....................................  $       203.6       $       56.0       $       78.1
        Change in asset valuation reserves.................          147.1              (48.4)             365.7
                                                            -----------------   ----------------   -----------------
        Net change in statutory surplus, capital stock
          and asset valuation reserves.....................          350.7                7.6              443.8
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................          (31.1)            (298.5)             (66.0)
          DAC..............................................          220.7              (13.3)              73.2
          Deferred Federal income taxes....................          103.1              108.0             (158.1)
          Valuation of investments.........................           46.8              289.8              189.1
          Valuation of investment subsidiary...............         (555.8)            (117.7)            (188.6)
          Limited risk reinsurance.........................           82.3               92.5              416.9
          Issuance of surplus notes........................            -                  -               (538.9)
          Postretirement benefits..........................           (3.1)              28.9              (26.7)
          Other, net.......................................           30.3               12.4              115.1
          GAAP adjustments of Closed Block.................            3.6               (9.8)              15.7
          GAAP adjustments of discontinued operations......          189.7              (89.6)              37.3
                                                            -----------------   ----------------   -----------------
        Net Earnings of the Insurance Group................  $       437.2       $       10.3       $      312.8
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                 December 31,
                                                            --------------------------------------------------------
                                                                  1997               1996                1995
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Statutory surplus and capital stock................  $     2,462.5       $    2,258.9       $    2,202.9
        Asset valuation reserves...........................        1,444.6            1,297.5            1,345.9
                                                            -----------------   ----------------   -----------------
        Statutory surplus, capital stock and asset
          valuation reserves...............................        3,907.1            3,556.4            3,548.8
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................       (1,336.1)          (1,305.0)          (1,006.5)
          DAC..............................................        3,236.6            3,104.9            3,075.8
          Deferred Federal income taxes....................         (370.8)            (306.1)            (452.0)
          Valuation of investments.........................          783.5              286.8              417.7
          Valuation of investment subsidiary...............       (1,338.6)            (782.8)            (665.1)
          Limited risk reinsurance.........................         (254.2)            (336.5)            (429.0)
          Issuance of surplus notes........................         (539.0)            (539.0)            (538.9)
          Postretirement benefits..........................         (317.5)            (314.4)            (343.3)
          Other, net.......................................          203.7              126.3                4.4
          GAAP adjustments of Closed Block.................          814.3              783.7              830.8
          GAAP adjustments of discontinued operations......           71.5             (190.3)            (184.6)
                                                            -----------------   ----------------   -----------------
        Equity of the Insurance Group......................  $     4,860.5       $    4,084.0       $    4,258.1
                                                            =================   ================   =================
</TABLE>

                                      F-37
<PAGE>

18)     BUSINESS SEGMENT INFORMATION

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
        Information for all periods is presented on a comparable basis.

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

        Investment  Services provides  investment fund management,  primarily to
        institutional  clients.  This  segment  includes  the  Company's  equity
        interest in DLJ and Separate  Accounts which provide various  investment
        options for group clients through pooled or single group accounts.

        Intersegment  investment  advisory and other fees of approximately $81.9
        million,  $127.5  million and $124.1  million  for 1997,  1996 and 1995,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding  amounts  related to the GIC Segment of
        $5.1 million,  $15.7 million and $14.7 million for 1997,  1996 and 1995,
        respectively, are eliminated in consolidation.
<TABLE>
<CAPTION>

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

        <S>                                                 <C>                 <C>                 <C>
        Revenues
        Insurance operations...............................  $     3,684.2       $    3,770.6       $    3,614.6
        Investment services................................        1,455.1            1,126.1              949.1
        Consolidation/elimination..........................          (19.9)             (24.5)             (34.9)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     5,119.4       $    4,872.2       $    4,528.8
                                                            =================   ================   =================

        Earnings (loss) from continuing  operations before Federal income taxes,
          minority interest and cumulative effect of accounting change
        Insurance operations...............................  $       250.3       $      (36.6)      $      303.1
        Investment services................................          485.7              311.9              224.0
        Consolidation/elimination..........................            -                   .2               (3.1)
                                                            -----------------   ----------------   -----------------
              Subtotal.....................................          736.0              275.5              524.0
        Corporate interest expense.........................          (65.3)             (66.9)             (27.9)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       670.7       $      208.6       $      496.1
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                 <C>
        Assets
        Insurance operations...................................................  $    68,305.9      $    60,464.9
        Investment services....................................................       13,719.8           13,542.5
        Consolidation/elimination..............................................         (403.6)            (399.6)
                                                                                ----------------   -----------------
        Total..................................................................  $    81,622.1      $    73,607.8
                                                                                ================   =================
</TABLE>

                                      F-38
<PAGE>

19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The quarterly  results of operations  for 1997 and 1996,  are summarized
        below:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
        <S>                             <C>                <C>                 <C>                  <C>         
        1997
        Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)
                                       =================  =================   ==================   ==================

        1996
        Total Revenues................  $     1,176.5      $     1,199.4       $    1,198.4         $    1,297.9
                                       =================  =================   ==================   ==================

        Earnings (Loss) from
          Continuing Operations
          before Cumulative Effect
          of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)
                                       =================  =================   ==================   ==================
</TABLE>

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.  Net earnings for
        the three  months ended  December  31, 1996  includes a charge of $339.3
        million related to writeoffs of DAC on DI contracts of $94.3 million and
        reserve strengthenings on DI business of $113.7 million,  Pension Par of
        $47.5 million and Discontinued Operations of $83.8 million.

20)     INVESTMENT IN DLJ

        At December  31,  1997,  the  Company's  ownership  of DLJ  interest was
        approximately  34.4%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

                                      F-39
<PAGE>

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

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Assets:
        Trading account securities, at market value............................  $   16,535.7       $   15,728.1
        Securities purchased under resale agreements...........................      22,628.8           20,598.7
        Broker-dealer related receivables......................................      28,159.3           16,858.8
        Other assets...........................................................       3,182.0            2,318.1
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   70,505.8       $   55,503.7
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   36,006.7       $   29,378.3
        Broker-dealer related payables.........................................      25,706.1           19,409.7
        Short-term and long-term debt..........................................       3,670.6            2,704.5
        Other liabilities......................................................       2,860.9            2,164.0
                                                                                ----------------   -----------------
        Total liabilities......................................................      68,244.3           53,656.5
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
        Total shareholders' equity.............................................       2,061.5            1,647.2
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   70,505.8       $   55,503.7
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    2,061.5       $    1,647.2
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.5               23.9
        The Holding Company's equity ownership in DLJ..........................        (740.2)            (590.2)
        Minority interest in DLJ...............................................        (729.3)            (588.6)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      615.5       $      492.3
                                                                                ================   =================
</TABLE>

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

                                                                                     1997                1996
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Commission, fees and other income......................................  $    2,356.8       $    1,818.2
        Net investment income..................................................       1,652.1            1,074.2
        Dealer, trading and investment gains, net..............................         631.6              598.4
                                                                                ----------------   -----------------
        Total revenues.........................................................       4,640.5            3,490.8
        Total expenses including income taxes..................................       4,232.3            3,199.5
                                                                                ----------------   -----------------
        Net earnings...........................................................         408.2              291.3
        Dividends on preferred stock...........................................          12.1               18.7
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      396.1       $      272.6
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $      396.1       $      272.6
        Amortization of cost in excess of net assets acquired in 1985..........          (1.3)              (3.1)
        The Holding Company's equity in DLJ's earnings.........................        (156.8)            (107.8)
        Minority interest in DLJ...............................................        (109.1)             (73.4)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $      128.9       $       88.3
                                                                                ================   =================
</TABLE>

                                      F-40
<PAGE>

21)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1997,  1996 and 1995  would have
        been:
<TABLE>
<CAPTION>

                                                                        1997              1996             1995
                                                                   ---------------   ---------------  ---------------
                                                                                     (In Millions)
        <S>                                                         <C>               <C>              <C>
        Net Earnings:
          As Reported.............................................  $      437.2      $      10.3      $      312.8
          Pro Forma...............................................  $      426.3      $       3.3      $      311.3
</TABLE>

        The fair value of options  granted  after  December 31, 1994,  used as a
        basis for the above pro forma disclosures,  was estimated as of the date
        of grants  using the  Black-Scholes  option  pricing  model.  The option
        pricing assumptions for 1997, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>

                                  Holding Company                      DLJ                            Alliance
                           ------------------------------ ------------------------------- ----------------------------------
                             1997      1996       1995      1997       1996       1995      1997        1996        1995
                           -------------------- --------- ---------- ---------- --------- ---------- ----------- -----------
        <S>                 <C>       <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>
        Dividend yield....    0.48%     0.80%      0.96%      0.86%      1.54%     1.85%      8.00%      8.00%      8.00%

        Expected volatility  20.00%    20.00%     20.00%     33.00%     25.00%    25.00%     26.00%     23.00%     23.00%

        Risk-free interest
          rate............    5.99%     5.92%      6.83%      5.96%      6.07%     5.86%      5.70%      5.80%      6.00%

        Expected life.....  5 years   5 years    5 years   5 years    5 years   5 years   7.6 years  7.43 years  7.43 years

        Weighted average
          grant-date fair
          value per option   $12.25     $6.94      $5.90    $22.45      $9.35     $7.36      $4.36      $2.69      $2.24

</TABLE>

                                      F-41
<PAGE>

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

                                        Holding Company                     DLJ                         Alliance
                                  ----------------------------- ----------------------------- -----------------------------
                                                    Options                       Options                       Options
                                                  Outstanding                   Outstanding                   Outstanding
                                                    Weighted                      Weighted                     Weighted
                                                    Average                       Average                       Average
                                      Shares        Exercise        Shares        Exercise        Units        Exercise
                                  (In Millions)      Price      (In Millions)      Price      (In Millions)      Price
                                  --------------- ------------- --------------- ------------- -----------------------------
       <S>                            <C>          <C>             <C>         <C>               <C>          <C>
        Balance as of
          January 1, 1995........       6.8           $20.31          -                             3.8          $15.46
          Granted................        .4           $20.27          9.2         $27.00            1.8          $20.54
          Exercised..............       (.1)          $20.00          -                             (.5)         $11.20
          Expired................       (.1)          $20.00          -                             -
          Forfeited..............       (.3)          $22.24          -                             (.3)         $16.64
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1995......       6.7           $20.27          9.2         $27.00            4.8          $17.72
          Granted................        .7           $24.94          2.1         $32.54             .7          $25.12
          Exercised..............       (.1)          $19.91          -                             (.4)         $13.64
          Expired................       -                             -                             -
          Forfeited..............       (.6)          $20.21          (.2)        $27.00            (.1)         $19.32
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1996......       6.7           $20.79         11.1         $28.06            5.0          $19.07
          Granted................       3.2           $41.85          3.2         $61.07            1.1          $36.56
          Exercised..............      (1.6)          $20.26          (.1)        $32.03            (.6)         $16.11
          Forfeited..............       (.4)          $23.43          (.1)        $27.51            (.2)         $21.28
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1997......       7.9           $29.05         14.1         $35.56            5.3          $22.82
                                  ===============               =============                 ===============
</TABLE>

                                      F-42
<PAGE>

        Information  about options  outstanding  and exercisable at December 31,
        1997 is as follows:
<TABLE>
<CAPTION>

                                             Options Outstanding                           Options Exercisable
                             ----------------------------------------------------  ------------------------------------
                                                    Weighted
                                                    Average         Weighted                              Weighted
              Range of             Number          Remaining         Average             Number           Average
              Exercise          Outstanding       Contractual       Exercise          Exercisable         Exercise
               Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price
        --------------------- ----------------- ----------------- ---------------  ------------------- ----------------

               Holding
               Company
        ----------------------
       <S>                         <C>                <C>            <C>                 <C>              <C>
        $18.125   -$27.75            4.8               5.84           $20.94              3.0              $20.41
        $28.50    -$45.25            3.1               9.57           $41.84              -                  -
                              -----------------                                    -------------------
        $18.125   -$45.25            7.9               7.29           $29.05              3.0              $20.41
                              ================= ================= ===============  =================== ================

                 DLJ
        ----------------------
        $27.00    -$35.99           10.9               8.0            $28.05              4.9              $27.58
        $36.00    -$50.99             .8               9.3            $40.04              -                  -
        $51.00    -$76.00            2.4               9.8            $67.77              -                  -
                              -----------------                                    -------------------
        $27.00    -$76.00           14.1               8.4            $35.56              4.9              $27.58
                              ================= ================= ================  =================== =================

              Alliance
        ----------------------
        $ 6.0625   -$17.75           1.1               3.86           $13.20              1.0              $13.04
        $19.375    -$19.75            .8               7.34           $19.39               .3              $19.39
        $19.875    -$21.375          1.1               8.28           $20.13               .6              $20.19
        $22.25     -$27.50           1.3               9.81           $23.81               .4              $23.29
        $36.9375   -$37.5625         1.0               9.95           $36.95              -                  -
                              -----------------                                    -------------------
        $  6.0625  -$37.5625         5.3               7.58           $22.82              2.3              $17.43
                              ================= ================== ==============  ====================== =============
</TABLE>

                                      F-43



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