SEPARATE ACCOUNT A OF EQUITABLE LIFE ASSU SOC OF THE US
497, 1998-05-14
Previous: SEARS ROEBUCK ACCEPTANCE CORP, 10-Q, 1998-05-14
Next: SEPARATE ACCOUNT A OF EQUITABLE LIFE ASSU SOC OF THE US, 497, 1998-05-14





                                    MOMENTUM
                     RETIREMENT PLANNING FROM EQUITABLE LIFE
                          PROSPECTUS, DATED MAY 1, 1998

                                   ----------

               Group Variable Annuity Contract Funded through the
                     Investment Funds of Separate Account A

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

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

This prospectus  describes a group deferred variable annuity contract (Contract)
offered by The Equitable Life Assurance  Society of the United States (Equitable
Life). The MOMENTUM Contract (MOMENTUM) is designed to fund defined contribution
plans.  Contributions  in the MOMENTUM  Contract  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.

MOMENTUM Employer-Sponsored  Retirement Program includes 401(a) and 401(k) plans
as described in this prospectus. Employers sponsoring such plans and trustees of
such plans (Plan  Trustees)  can  participate  in MOMENTUM  through the MOMENTUM
Program. The MOMENTUM Program consists of a defined contribution master plan and
trust  sponsored by Equitable Life (Master Plan and Trust) or, for Employers who
prefer  to  use  their  own  individually   designed  or  a  prototype   defined
contribution plan, a pooled trust (Pooled Trust).

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                Investment Funds
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                       <C>
o  Alliance Money Market                  o  Alliance International                 o  EQ/Putnam Growth & Income Value
o  Alliance Intermediate Government       o  Alliance Aggressive Stock              o  EQ/ Putnam Balanced
   Securities                             o  Alliance Small Cap Growth              o  MFS Research
o  Alliance High Yield                    o  Alliance Conservative Investors        o  MFS Emerging Growth Companies
o  Alliance Quality Bond                  o  Alliance Balanced                      o  Morgan Stanley Emerging Markets Equity
o  Alliance Growth & Income               o  Alliance Growth Investors              o  Warburg Pincus Small Company Value
o  Alliance Equity Index                  o  T. Rowe Price International Stock      o  Merrill Lynch World Strategy
o  Alliance Common Stock                  o  T. Rowe Price Equity Income            o  Merrill Lynch Basic Value Equity
o  Alliance Global                        
- -------------------------------------------------------------------------------------------------------------------------------
</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
beginning  in  early  July  1998 in Class IB  shares  of the EQ  Advisors  Trust
(EQAT). HRT and EQAT (Trusts) are 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  following  this  prospectus,  describe the investment
objectives, policies and risks of the Portfolios.

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.

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

This   prospectus   provides   information   about  MOMENTUM  that   prospective
participants  should know before  investing.  You should read it  carefully  and
retain  it for  future  reference.  The  prospectus  is not  valid  unless it is
attached  to a current  prospectus  for the  Trusts,  which you should also read
carefully and maintain for future reference.

A registration  statement  relating to the Separate  Account has been filed with
the  Securities  and Exchange  Commission  (SEC).  The  Statement of  Additional
Information  (SAI),  dated  May 1,  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  1-800-528-0204,  our  toll-free
number.  The SAI has been  incorporated by reference into this  prospectus.  The
Table  of  Contents  for the SAI  appears  at the  back of this  prospectus.

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

                                                                        888-1150
May 1, 1998                                                      Cat. No. 127655
- --------------------------------------------------------------------------------
                                 Copyright 1998
           The Equitable Life Assurance Society of the United States,
                           New York, New York, 10104.
                              All rights reserved.

<PAGE>

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

                          PROSPECTUS TABLE OF CONTENTS

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

General Terms                                         Page 3

Part 1:    Summary                                    Page 5
Equitable Life                                           5
The MOMENTUM Program                                     5
Investment Options                                       5
Selecting Investment Options                             5
Contributions                                            6
Transfers                                                6
Services We Provide                                      6
   
Year 2000 Progress                                       7
    
Distribution Options and Death Benefit                   7
Withdrawals and Termination                              8
Plan Loans                                               8
Taxes                                                    8
Deductions and Charges                                   8
Fee Tables and Examples                                  9

Part 2:    Separate Account A and
           Its Investment Funds                      Page 14
Separate Account A                                      14
Trusts                                                  14
HRT's Manager and Investment Adviser                    15
EQAT's Manager                                          16
EQAT's Investment Advisers                              16
Investment Policies and Objectives of
   the Trusts' Portfolios                               18

Part 3:    Investment Performance                    Page 20
Investment Fund Performance                             20

Part 4:    The Guaranteed Interest
           Account                                   Page 31

Part 5:    Provisions of the Contract
           and Services We Provide                   Page 32
Understanding the MOMENTUM Program
   (Employers and Plan Trustees)                        32
Employer's Responsibilities                             32
Adopting the MOMENTUM Program
   (Employers and Plan Trustees)                        33
The MOMENTUM Contract                                   33
Selecting Investment Options
   (Employers and Plan Trustees Only)                   33
Contributions                                           33
Retirement Account Value                                34
Transfers                                               35
Investment Simplifier: Automatic
   Transfer Options                                     35
Plan Loans                                              36
Withdrawals and Termination                             36
Forfeitures                                             37
Distribution Options                                    37
Annuity Distribution Options                            37
Electing an Annuity Distribution
   Option                                               38
Minimum Distributions (Automatic
   Minimum Withdrawal Option) --
   Over Age 70 1/2                                      38
Death Benefit                                           38
Payment of Proceeds                                     39
Plan Recordkeeping Services                             39

Part 6:    Deductions and Charges                    Page 41
Charges to Portfolios                                   41
Charges for State Premium and
   Other Applicable Taxes                               41
Limitation on Charges                                   42
Charges to Investment Funds                             42
Quarterly Administrative Charge                         42
Charge for Plan Recordkeeping Services                  42
Contingent Withdrawal Charge                            43
Plan Loan Charges                                       44
Special Circumstances                                   44

Part 7:    Voting Rights                             Page 45
HRT and EQAT Voting Rights                              45
Separate Account Voting Rights                          45
Voting Rights of Others                                 45
Changes in Applicable Law                               45

Part 8:    Federal Tax and
           ERISA Matters                             Page 46
Tax Aspects of Contributions to a Plan                  46
Tax Aspects of Distributions from a Plan                47
Certain Rules Applicable to Plan Loans                  49
Impact of Taxes to Equitable Life                       50
Certain Rules Applicable to Plans
   Designed to Comply with Section
   404(c) of ERISA                                      50

Part 9:  Legal Proceedings                           Page 51

Statement of Additional
   Information Table of Contents                     Page 52

How to Obtain the MOMENTUM
   Statement of Additional
   Information                                       Page 52
                                       2

<PAGE>

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

                                  GENERAL TERMS

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

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

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.

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

Business Day -- 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  and also on Martin  Luther  King,  Jr. Day and the
Friday  after  Thanksgiving.  Additionally,  we may  choose  to close on the day
immediately  preceding  or  following  a  national  business  holiday  or due to
emergency  conditions.  For the purpose of determining the Transaction Date, our
Business Day ends at 4:00 p.m. Eastern Time.

Cash Value -- The  Retirement  Account  Value  minus any  applicable  withdrawal
charges.

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

Default  Option -- The Alliance  Money Market Fund,  if that Fund is selected by
the Employer or Plan Trustee as a funding option under the plan. Otherwise,  the
Guaranteed Interest Account. For Original Certificates,  the Guaranteed Interest
Account is the Default Option.

Employer  -- An employer  who has  sponsored  a defined  contribution  plan that
participates in the MOMENTUM Program through either the Master Plan and Trust or
the Pooled Trust.

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

Guaranteed  Interest  Account -- The  Investment  Option  that pays  interest at
guaranteed fixed rates and is part of our general account.

Investment Funds -- In the MOMENTUM Contract,  the Investment Funds are referred
to as Investment Divisions.  These are the twenty-four variable investment funds
of the  Separate  Account.  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 and the Guaranteed Interest Account.

Master Plan and Trust -- A defined  contribution master plan and trust sponsored
by Equitable Life.

Original   Contracts/Certificates  --  MOMENTUM  Certificates  under  which  the
MOMENTUM  Employer  has not  elected  to add  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,  Alliance Growth Investors
Investment  Funds and any of the EQAT  Investment  Funds as Investment  Options.
These Contracts/Certificates:

o    permit investment in only the Guaranteed  Interest Account and the Alliance
     Money  Market,  Alliance  Balanced,  Alliance  Common  Stock  and  Alliance
     Aggressive Stock Funds; and

o    prohibit transfers into the Alliance Money Market Fund.

Participant -- An individual who  participates  in an Employer's  plan funded by
the MOMENTUM Contract.

Participation  Date -- The business day we receive your  properly  completed and
signed enrollment form at our Processing Office or the date we receive the first
contribution  made on your behalf,  if earlier.  For  Participants in plans that
converted to MOMENTUM from our EQUI-VEST(R)  Corporate  Trusteed  Contract,  the
Participation Date is the same Participation Date as in the EQUI-VEST  Corporate
Trusteed  Certificate  relating to that Participant.  If more than one EQUI-VEST
Corporate Trusteed  Certificate is in force with respect to a Participant,  then
the Participation Date will be the earliest Participation Date.

Participation Year -- The 12-month period beginning on either your Participation
Date or each anniversary of that date.

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

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

                                       3

<PAGE>

Portfolios -- The portfolios of the Hudson River Trust and the EQ Advisors Trust
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.

Retirement Account Value -- The sum of the amounts that a Participant has in the
Investment Options.

SAI -- The MOMENTUM Statement of Additional Information.

Separate Account -- Our Separate Account A.

Source -- The source of a  contribution.  There are six potential  sources:  (i)
employer,  (ii)  post-tax,  (iii) prior plan,  (iv) qualified  non-elective  and
qualified  matching,  (v) salary deferral,  and (vi) matching  contributions.  A
detailed description of these Sources is contained in the SAI.

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

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

Valuation  Period -- Each Business Day together with any  consecutive  preceding
non-Business Day(s).

                                       4

<PAGE>

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

                                 PART 1: SUMMARY

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

Equitable Life

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

Equitable  Life  is  a  wholly  owned  subsidiary  of  The  Equitable  Companies
Incorporated  (Holding Company).  The largest shareholder of the Holding Company
is  AXA-UAP  S.A.  (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 the Fortune 100,  more than 42,000 small  businesses,
state and local retirement funds in more than half the 50 states,  approximately
250,000 employees of educational and nonprofit  institutions,  as well as nearly
500,000  individuals.  Millions of  Americans  are covered by  Equitable  Life's
annuity, life and pension contracts.

The MOMENTUM Program

MOMENTUM is designed to meet the  retirement  savings needs of those working for
businesses and other organizations.

The MOMENTUM Program:

o    Pooled Trust

     A funding vehicle used in connection with an Employer's  qualified  defined
     contribution plan and trust.

o    Master Trust

     A  funding  vehicle  used in  connection  only  with the  Master  Plan,  an
     IRS-approved  master  defined  contribution  plan, in which case the Master
     Trust will be the sole funding vehicle for the Employer's plan.

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

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  HRT  (Class  IA) or EQAT  (Class  IB),  respectively.  The
attached  HRT and EQAT  prospectuses  describe  the  investment  objectives  and
policies of the Portfolios available to Contract Owners.

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 8.

Educational  information about investing which may be useful for Participants is
contained in "Part 12: Long-Term Market Trends" in the SAI. The SAI is available
free of charge by calling 1-800-528-0204.

Selecting Investment Options

Under the  MOMENTUM  Program,  the  Employer  or Plan  Trustee  will  choose the
investment  options  available to the Participant.  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 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 and Alliance High Yield.

                                       5


<PAGE>

MOMENTUM  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

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

MOMENTUM  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.
All  contributions  made by check  must be drawn on a bank in the U.S.  clearing
through the Federal  Reserve  System,  and payable in U.S.  dollars to Equitable
Life. All checks are accepted subject to collection. Third party checks endorsed
to  Equitable  Life are not  acceptable  forms of  payment  except in cases of a
rollover  from a qualified  plan,  or a trustee  check that  involves no refund.
Equitable Life reserves the right to reject a payment if an unacceptable form of
payment is received.  Under the MOMENTUM Program 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.

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  MOMENTUM  Program,  either the  Participant  or the Plan  Trustee may
direct us to transfer among the investment options. There is no charge for these
transfers.  Depending upon the Investment Funds selected to fund your Employer's
plan, certain restrictions may apply to transfers out of the Guaranteed Interest
Account. 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. See "Transfers" in Part 5.

Services We Provide

Your Equitable Life  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 of retirement account; and

o    Semiannual statement of retirement account.

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

Additional Services

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

Telephone Operated Program Support
(TOPS) System

TOPS is designed to provide  up-to-date  information  via touch-tone  telephone.
TOPS is available  only if your  Employer has elected this  service.  A Personal
Identification   Number  (PIN)  will  automatically  be  assigned  to  you  upon
enrollment in your plan. Use TOPS:

o    for current Retirement Account Value;

o    for current allocation percentages;

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

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

A special code number is required to use TOPS.  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.

A  toll-free  number is  available,  and local TOPS  telephone  numbers  will be
provided. TOPS is normally available 24 hours, 7 days a week. However, Equitable
Life  will not be  responsible  for the  unavailability  of the  system  for any
reason.  Transfers made after the close of our Business Day or on a non-Business
Day are not processed until the following Business Day.

Hearing or  speech-impaired  clients may obtain  information  regarding MOMENTUM
Series  contracts

                                       6


<PAGE>

by dialing,  toll-free,  the SPRINT National Relay Number  (800-877-8973).  This
service enables clients with a  Telecommunications  Device for the Deaf (TDD) to
have their  message or  questions  relayed to our  Customer  Service  Department
between the hours of 8:30 a.m. - 7:00 p.m. EST Monday through  Thursday and 8:30
a.m.  - 5 p.m.  EST on  Fridays  (800-528-0204)  by SPRINT  personnel,  who will
communicate our reply back to them via the TDD.

Toll-Free Telephone Services

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

Written Communication

All items  received at the proper address prior to the close of our 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 the
MOMENTUM  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 our ability to perform these functions.


Where to Reach Us
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
              For payments                                            For all other communications
              (e.g., contributions, loan payments, etc.)              (e.g., requests for transfers, withdrawals)
- -------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                     <C>
  Regular     Equitable Life                                          MOMENTUM Administrative Services
    Mail      MOMENTUM Administrative Services                        P.O. Box 2919
              P.O. Box 13629                                          New York, NY  10116
              Newark, NJ  07188-0629
- -------------------------------------------------------------------------------------------------------------------------------
  Express     First Chicago National Processing Center                MOMENTUM Administrative Services
    Mail      300 Harmon Meadow Boulevard, 3rd Floor                  200 Plaza Drive
              Secaucus, NJ  07094                                     Harmon Meadow
              Attention: MOMENTUM 13629                               Secaucus, NJ  07094
- -------------------------------------------------------------------------------------------------------------------------------
  TOPS        [----------------------------------------------- 1-800-821-7777 ------------------------------------------------]

              Note: Your subscriber number is 867766.
- -------------------------------------------------------------------------------------------------------------------------------
  Daily Unit  [------------------------------------- Call TOPS or Telephone Consultants --------------------------------------]
    Value
- -------------------------------------------------------------------------------------------------------------------------------
  Telephone Consultants
    (available 8:30 a.m. - 7:00 p.m.,
    Monday through Thursday           [----------------------- 1-800-528-0204 ------------------------------------------------]
    and 8:30 - 5:00 on Fridays,
    Eastern Time, on Business Days)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Distribution Options and Death Benefit

Not  all  of  the  options   described   below  may  be  available  to  MOMENTUM
Participants.  The  selection of options  depends on the terms of each  Employer
plan. The MOMENTUM  Program  provides  several  different  types of distribution
options, including:

o    fixed and variable annuities;

o    lump sum payments;

o    partial withdrawals;

o    annual payments  designed to meet the Code's required minimum  distribution
     rules;

o    payments for a specific period of time.

If a participant dies before distributions begin, the MOMENTUM Contract provides
a death benefit.  The beneficiary will be paid the greater of the  Participant's
Retirement Account Value 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.


                                       7

<PAGE>

Withdrawals and Termination

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 8: Federal Tax and ERISA Matters."

Subject to income tax rules and the provisions of any applicable  employer plan,
you may withdraw  funds at any time by completing  and submitting a proper form.
This form is  available  from your  Equitable  Life  Representative  or from our
Processing Office. Equitable Life withdrawals may be subject to a minimum amount
or to a contingent withdrawal charge.

The  MOMENTUM  Contract  also  permits the Employer or Plan Trustee to terminate
plan  participation  under the  Contract  at any time.  Equitable  Life has also
reserved  the right to terminate  the  Contract if we learn that the  Employer's
plan fails to qualify  under the Code or if the  Employer  fails to provide  the
Participant information necessary to administer the Contract. Withdrawals due to
plan termination may also result in a contingent withdrawal charge.

Plan Loans

The MOMENTUM  Contract permits an Employer to withdraw funds from the Retirement
Account Value,  without  incurring a contingent  withdrawal  charge, in order to
make a loan to a Participant under the Employer's plan. See "Plan Loans" in Part
5 for a description  of loan  procedures  and rules and "Part 6:  Deductions and
Charges" for a description of charges associated with plan loans.

A plan loan under the  MOMENTUM  Program will be in default if the amount of any
scheduled  repayment is not received by us within 90 days of its due date, or if
the Participant dies or participation under the MOMENTUM Contract is terminated.
We will then treat the outstanding loan principal as a withdrawal subject to the
contingent withdrawal charge.

Taxes

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

Deductions and Charges

Keep in mind that the MOMENTUM  Program is 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 are 1.34% (effective  annual rate) for the Alliance
     Intermediate  Government  Securities,  Alliance Quality Bond, Alliance High
     Yield,  Alliance Growth & Income,  Alliance Equity Index,  Alliance Global,
     Alliance  International,  Alliance  Aggressive  Stock,  Alliance  Small Cap
     Growth, Alliance Conservative Investors and Alliance Growth Investors Funds
     and all the EQAT Investment Funds and 1.49% (effective annual rate) for the
     Alliance Money Market,  Alliance Common Stock and Alliance  Balanced Funds.
     Further,  the MOMENTUM  Contract imposes 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 HRT and EQAT are  charged  daily  against  the Trusts'  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 different contracts.

     The charge is deducted pro rata from your  Retirement  Account Value on the
     last  Business  Day of each  calendar  quarter.  Under most  contracts,  we
     reserve  the right to  increase  this  charge if our  administrative  costs
     increase.  Employers  under the MOMENTUM  Contract have the option of being
     billed directly for this charge.

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 2.25%;  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 Retirement Account Value 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 lesser of
     amount  withdrawn and the amount of  contributions  made in the current and
     five prior  Participation  Years. The amount withdrawn  includes the amount
     you request and the withdrawal charge.

o    Plan Loan Charges -- A $25 set-up fee will be deducted from your Retirement
     Account Value at the time a plan loan is made.  Also, we will deduct a loan
     recordkeeping  fee of $6 from  your  Retirement  Account  Value on the last
     Business Day of each


                                       8

<PAGE>
     calendar  quarter if there is an Active  Loan on that date.  We reserve the
     right to increase these recordkeeping  charges if our costs increase.  Your
     Employer may elect to pay these fees. See "Plan Loan Charges" in Part 6.

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

Fee Tables and Examples

The following Tables, and the related Examples, will assist you in understanding
the  various  costs and  expenses  under the  MOMENTUM  Program  so that you may
compare the MOMENTUM  Contract with other products.  The Table reflects expenses
of both the Separate Account and the Hudson River Trust or EQ Advisors Trust, as
applicable, for the year ended December 31, 1997.

As explained  in Part 4, the  Guaranteed  Interest  Account is not a part of the
Separate  Account  and is not  covered  by the  Tables  and  Examples.  The only
expenses shown in the Table which apply to the Guaranteed  Interest  Account are
the  Contingent  Withdrawal  Charge  and the  Administrative  Charge.  Also  see
"Distribution  Options"  and  "Annuity  Distribution  Options"  in  Part 5 for a
description of annuity options under the MOMENTUM Program and Part 6 for charges
associated with some of those options.

Certain  expenses and fees shown in the Table may not apply to you. To determine
whether a particular  item in the Table applies (and the actual amount,  if any)
consult the section of the  prospectus  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
6.

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

Contract Transaction Expenses
   Sales Load on Purchases ..............................  None
   Transfer Fees ........................................  None
   Maximum Contingent Withdrawal Charge (1) .............  6%
   Plan Loan Charges (2) ................................  $25 when loan is made
                                                           + $6 per quarter
   Annual Administrative Charge (3) .....................  $30 Per Participant
   Annual Basic Recordkeeping Charge (4) ................  $300 Per Plan

<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 (5)                     1.75%           n/a         n/a         n/a        n/a         n/a
   Separate Account Annual Expenses (6)
     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%         1.34%       1.34%       1.34%      1.34%       1.34%
HRT Annual Expenses (7)
   Investment Advisory Fees                    0.35%         0.50%       0.53%       0.60%      0.55%       0.32%
   Other Expenses                              0.04%         0.06%       0.05%       0.04%      0.04%       0.04%
- --------------------------------------------------------------------------------------------------------------------
   Total HRT Annual Expenses (7)(8)            0.39%         0.56%       0.58%       0.64%      0.59%       0.36%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       9

<PAGE>

<TABLE>
<CAPTION>
                                                                               Alliance    Alliance 
                             Alliance                 Alliance     Alliance     Small       Conser-                 Alliance 
                              Common      Alliance     Inter-     Aggressive     Cap         vative     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 (5)         1.75%          n/a         n/a        1.75%         n/a         n/a        1.75%         n/a
   Separate Account
     Annual Expenses (6)
     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%        1.34%       1.34%        1.34%(3)    1.34%       1.34%        1.49%(3)    1.34%
   HRT Annual
     Expenses (7)
     Investment Advisory
       Fees                    0.37%        0.65%       0.90%        0.54%       0.90%       0.48%        0.42%       0.52%
     Other Expenses            0.03%        0.08%       0.18%        0.03%       0.05%       0.07%        0.05%       0.05%
- --------------------------------------------------------------------------------------------------------------------------------
       Total HRT Annual
         Expenses (7)(8)       0.40%        0.73%       1.08%        0.57%       0.95%       0.55%        0.47%       0.57%
================================================================================================================================
</TABLE>


<TABLE>
<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>  
Maximum Separate Account and EQAT Annual
   Expenses                                      n/a            n/a              n/a               n/a               n/a
   Separate Account Annual Expenses (6)
     Mortality and Expense Risk Fees            .50%            .50%             .50%             .50%              .50%
     Other Expenses                             .84%            .84%             .84%             .84%              .84%
- ---------------------------------------------------------------------------------------------------------------------------------
       Total Separate Account Annual           1.34%           1.34%            1.34%            1.34%             1.34%
         Expenses

EQAT Annual Expenses
   Investment Management and
     Advisory Fee                               .75%            .55%             .55%             .55%              .55%
     Rule 12b-1 Fee (9)                         .25%            .25%             .25%             .25%              .25%
     Other Expenses                             .20%            .05%             .05%             .10%              .05%
- ---------------------------------------------------------------------------------------------------------------------------------
       Total EQAT Annual Expenses (10)         1.20%            .85%             .85%             .90%              .85%
================================================================================================================================
<CAPTION>
                                                           Morgan Stanley
                                           MFS Emerging       Emerging      Warburg Pincus    Merrill Lynch     Merrill Lynch
                                            Growth Com-    Markets Equity    Small Company   World Strategy  Basic Value Equity
                                         panies Portfolio    Portfolio      Value 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 (6)
     Mortality and Expense Risk Fees            .50%            .50%             .50%             .50%              .50%
     Other Expenses                             .84%            .84%             .84%             .84%              .84%
- ---------------------------------------------------------------------------------------------------------------------------------
       Total Separate Account Annual           1.34%           1.34%            1.34%            1.34%             1.34%
         Expenses


EQAT Annual Expenses
   Investment Management and                    .55%           1.15%             .65%             .70%              .55%
     Advisory Fee
     Rule 12b-1 Fee (9)                         .25%            .25%             .25%             .25%              .25%
     Other Expenses                             .05%            .35%             .10%             .25%              .05%
- ---------------------------------------------------------------------------------------------------------------------------------
       Total EQAT Annual Expenses (10)          .85%           1.75%            1.00%            1.20%              .85%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       10

<PAGE>

Notes:
(1)  The maximum contingent  withdrawal charge is 6% of the lesser of the amount
     withdrawn  and  the  contributions  made  in the  current  and  five  prior
     Participation  Years.  Important  exceptions and  limitations  eliminate or
     reduce the contingent withdrawal charge. See "Contingent Withdrawal Charge"
     in Part 6.

(2)  Your Employer may elect to pay these charges and we have reserved the right
     to increase them.

(3)  The administrative  charge is deducted quarterly and is currently $7.50 or,
     if less,  .50% of your  Retirement  Account  Value  plus the  amount of any
     Active Loan. Your Employer may elect to pay this charge. This charge is not
     currently assessed for any calendar quarter in which the Retirement Account
     Value plus any Active Loan is $25,000 or more on the last  Business  Day of
     that calendar quarter.  We have reserved the right to increase this charge.
     See "Quarterly Administrative Charge" in Part 6.

(4)  This  charge  will be billed  directly  to the  Employer  if the basic plan
     recordkeeping  option  has been  elected.  We charge a fee of $25 per check
     drawn if the Employer  elects to have  Equitable  Life directly  distribute
     plan  benefits  and  withdrawals.  We reserve the right to  increase  these
     charges upon 90 days written notice to the Employer or Plan Trustee.
     See "Charge for Plan Recordkeeping Services" in Part 6.

(5)  The amounts shown in the Table under "Separate Account Annual Expenses" and
     "Hudson  River  Trust  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 Balanced, Alliance Common Stock
     and Alliance Aggressive Stock Funds. Without this expense limitation, total
     Separate  Account Annual Expenses plus Trust Annual Expenses for 1997 would
     have been 1.88%,  1.96%,  1.89%,  and 1.91% for the Alliance  Money Market,
     Alliance  Balanced,  Alliance  Common Stock and Alliance  Aggressive  Stock
     Funds, respectively. See "Limitation on Charges" and "Charges to Investment
     Funds" in Part 6.

(6)  Separate  Account  and the  Hudson  River  Trust  expenses  are  shown as a
     percentage of each Investment Fund's or Portfolio's average value. 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.
     "Mortality and Expense Risk Fees" includes  death benefit  charges.  "Other
     Expenses"  under  "Separate  Account Annual  Expenses"  includes  financial
     accounting  expenses.  See "Limitations on Charges," "Charges to Investment
     Funds" and "Charges to Portfolios" in Part 6.

(7)  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  portion of the table  reflecting  HRT's  expenses  is based on average
     portfolio  net  assets for the year ended  December  31,  1997 and has been
     restated  to reflect  (i) the fees that would have been paid to Alliance if
     the current advisory agreement had been in effect as of January 1, 1997 and
     (ii) estimated accounting expenses for the year ending December 31, 1997.

(8)  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
     HRT. The maximum  investment  advisory fees,  however,  cannot be increased
     without  a vote  from  that  Portfolio's  shareholders.  The  other  direct
     operating  expenses  will also  fluctuate  from year to year  depending  on
     actual  expenses.  HRT's  expenses  are  shown  as  a  percentage  of  each
     Portfolio's average net assets. See "Charges to Portfolios" in Part 6.

(9)  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
     participants  enrolled under the Momentum  Contract.

(10) EQAT  Portfolios had no operations  prior to May 1, 1997.  EQAT  Portfolios
     will be available  for  investment  through the MOMENTUM  Contract in early
     July 1998. 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.
                                       11

<PAGE>

Examples:

The examples below show the expenses that a hypothetical  Participant  would pay
in the surrender and  non-surrender  situations  noted below,  assuming a single
contribution  of  $1,000  on  the  Participation  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 the
contracts.  These  examples  do not  reflect  the $300  annual  charge for basic
recordkeeping services, which is billed directly to the Employer.

These  examples  should not be  considered  a  representation  of past or future
expenses for each Investment  Fund or Portfolio.  Actual expenses may be greater
or less than those shown.(2) Similarly, the annual rate of return assumed in the
examples is not an estimate or guarantee of future investment performance.


If your participation  under the MOMENTUM Contract terminates at the end of each
period shown, the maximum expense would be:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                   1 Year         3 Years         5 Years         10 Years
                                                              -----------------------------------------------------------------
<S>                                                                 <C>            <C>             <C>             <C>   
HRT
Alliance Money Market                                              $75.21         $119.57         $163.95         $224.71
Alliance Intermediate Government Securities                         76.69          124.07          171.96          241.03
Alliance Quality Bond                                               76.89          124.66          173.02          243.19
Alliance High Yield                                                 77.49          126.46          176.21          249.63
Alliance Growth & Income                                            76.99          124.96          173.55          244.27
Alliance Equity Index                                               74.71          118.07          161.27          219.22
Alliance Common Stock                                               75.21          119.57          163.95          224.71
Alliance Global                                                     78.38          129.14          180.97          259.23
Alliance International                                              81.85          139.53          199.32          295.73
Alliance Aggressive Stock                                           75.21          119.57          163.95          224.71
Alliance Small Cap Growth                                           80.56          135.68          192.54          282.32
Alliance Conservative Investors                                     76.59          123.77          171.42          239.95
Alliance Balanced                                                   75.21          119.57          163.95          224.71
Alliance Growth Investors                                           76.79          124.37          172.49          242.11
EQAT
T. Rowe Price International Stock Portfolio                         83.04          143.08
T. Rowe Price Equity Income Portfolio                               79.57          132.71
EQ/Putnam Growth & Income Value Portfolio                           79.57          132.71
EQ/Putnam Balanced Portfolio                                        80.07          134.20
MFS Research Portfolio                                              79.57          132.71
MFS Emerging Growth Companies Portfolio                             79.57          132.71
Morgan Stanley Emerging Markets Equity Portfolio                    88.50          159.21
Warburg Pincus Small Company Value Portfolio                        81.06          137.16
Merrill Lynch World Strategy Portfolio                              83.04          143.08
Merrill Lynch Basic Value Equity Portfolio                          79.57          132.71
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12

<PAGE>

If your participation  under the MOMENTUM Contract does not terminate at the end
of each period shown, the maximum expense would be:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                   1 Year         3 Years         5 Years         10 Years
                                                              -----------------------------------------------------------------
<S>                                                                 <C>             <C>            <C>             <C>   
HRT
Alliance Money Market                                              $19.56          $60.49         $103.95         $224.71
Alliance Intermediate Government Securities                         21.14           65.25          111.96          241.03
Alliance Quality Bond                                               21.35           65.89          113.02          243.19
Alliance High Yield                                                 21.97           67.79          116.21          249.63
Alliance Growth & Income                                            21.45           66.21          113.55          244.27
Alliance Equity Index                                               19.04           58.90          101.27          219.22
Alliance Common Stock                                               19.56           60.49          103.95          224.71
Alliance Global                                                     22.92           70.63          120.97          259.23
Alliance International                                              26.59           81.65          139.32          295.73
Alliance Aggressive Stock                                           19.56           60.49          103.95          224.71
Alliance Small Cap Growth                                           25.23           77.57          132.54          282.32
Alliance Conservative Investors                                     21.03           64.94          111.42          239.95
Alliance Balanced                                                   19.56           60.49          103.95          224.71
Alliance Growth Investors                                           21.24           65.57          112.49          242.11
EQAT
T. Rowe Price International Stock Portfolio                         27.85           85.41
T. Rowe Price Equity Income Portfolio                               24.18           74.42
EQ/Putnam Growth & Income Value Portfolio                           24.18           74.42
EQ/Putnam Balanced Portfolio                                        24.70           75.99
MFS Research Portfolio                                              24.18           74.42
MFS Emerging Growth Companies Portfolio                             24.18           74.42
Morgan Stanley Emerging Markets Equity Portfolio                    33.62          102.51
Warburg Pincus Small Company Value Portfolio                        25.75           79.14
Merrill Lynch World Strategy Portfolio                              27.85           85.41
Merrill Lynch Basic Value Equity Portfolio                          24.18           74.42
</TABLE>

- -------------------
(1)  The amount  accumulated  could not be paid to you in the form of an annuity
     at the end of any of the periods shown in the examples.  The minimum amount
     applied to purchase an annuity  must be $3,500.  See  "Electing  an Annuity
     Distribution Option" in Part 7. In some cases, charges for state premium or
     other  applicable  state or local  taxes will be  deducted  from the amount
     applied, if applicable.

(2)  Actual administrative  charges may be less if you, as Employer,  are billed
     directly for the quarterly  administrative charge or if the charge does not
     apply to a Participant because the Retirement Account Value plus the amount
     of any  Active  Loan is at  least  $25,000  on the last  Business  Day of a
     calendar quarter.
- --------------------------------------------------------------------------------

Accumulation Unit Values

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

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                                                                        Last Business Day of
                                       -------------------------------------------------------------------------
                                                                       December                                 
                                       -----------------------------------------------------------------------  
                                            1993          1994           1995          1996           1997      
- ----------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>            <C>           <C>            <C>        
 Alliance Money Market                     $ 25.41       $ 26.08        $ 27.22       $ 28.28        $ 29.41    
 Alliance Intermediate Government
    Securities                                  --         98.19         109.80        112.40         118.98    
 Alliance Quality Bond                          --         93.87         108.38        112.65         121.30    
 Alliance High Yield                            --         95.88         113.44        137.53         160.74    
 Alliance Growth & Income                       --         98.86         121.02        143.37         179.30    
 Alliance Equity Index                          --        100.95         135.94        164.12         214.66    
 Alliance Common Stock                      128.80        124.32         162.42        199.05         253.68    
 Alliance Global                                --        104.12         122.06        138.00         151.87    
 Alliance International                         --            --         104.15        112.83         107.92    
 Alliance Aggressive Stock                   55.68         52.88          68.73            --          90.75    
 Alliance Small Cap Growth                      --            --             --         82.91         125.55    
 Alliance Conservative Investors                --         95.10         112.97        117.25         130.98    
 Alliance Balanced                           28.85         26.18          30.92         34.06          38.66    
 Alliance Growth Investors                      --         96.31         120.08        133.40         153.69    
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       13

<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  several  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  Retirement Account Values in the Separate Account are not subject to
the 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 Employers or
Plan Trustees) are our obligations.

In addition to contributions  made under your contracts,  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  Invesment 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
Participants,  Plan  Trustees or other people who have voting rights that affect
the Separate Account.

If any  changes  are made that  result in a  material  change in the  underlying
investments of an Investment Fund,  MOMENTUM Employers will be notified.  We may
make other changes in the contracts  that do not reduce any Cash Value,  annuity
benefit, Retirement 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 instructions.

                                       14

<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                  HRT Portfolios                                                        EQAT Portfolios
- -------------------------------------------------------------     ----------------------------------------------------
<S>                           <C>                                 <C>                           <C>
Fixed Income Series:                                              Equity Series:
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
Equity Series:                                                       Income Value               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.  The  Trustees  of the HRT or the EQAT may  establish  additional
Portfolios  or  eliminate  existing   Portfolios  at  any  time.  More  detailed
information   about  the  Trusts,   their   investment   objectives,   policies,
restrictions,  risks,  expenses,  multiple class distribution  systems, the Rule
12b-1  distribution  plan  relating  to Class IB  shares  of EQAT 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 HRT,  Alliance  has  overall  responsibility  for the
general management and administration of 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 HRT's  Trustees,  Alliance may
enter into agreements with other companies to assist with its administrative and
management responsibilities to the HRT.

Alliance Capital Management L.P.

Alliance,  a  leading  international  investment  adviser,  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.
                                       15


<PAGE>


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.

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

Alliance is an indirect,  majority-owned  subsidiary of Equitable  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  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, NY 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 management
companies.   MSAM,  together  with  its  affiliated   institutional   investment
management companies,  had approximately $146 billion in assets under management
and fiduciary care as of December 31, 1997. MSAM advises Morgan Stanley Emerging
Markets  Equity,  an  international  equity  portfolio.  MSAM is a subsidiary of
Morgan Stanley, Dean Witter & Co. and is located at 1221 Avenue of the Americas,
New York, New York 10020.

                                       16

<PAGE>


Putnam Investment Management, Inc.

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

T. Rowe Price Associates, Inc. and Rowe Price-Fleming International, Inc.

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

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

Warburg Pincus Asset Management, Inc.

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

Additional  information  regarding each of the companies  which serve as an EQAT
Adviser  appears in the EQAT  prospectus  (page numbers are preceded by "EQAT"),
attached at the end of this prospectus.
                                       17

<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 their  original  value when  amounts  held under the  MOMENTUM
Contract on your behalf are distributed to you or your beneficiary. 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 and Separate Account annual
                                      the aggregate, approximate the performance          expenses) that approximates the
                                      results of the Index.                               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>

                                       18

<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               Capital appreciation and,
   Value Equity                       Portfolio adviser believes are undervalued and       secondarily, income
                                      therefore represent basic investment value.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       19

<PAGE>

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

                         PART 3: INVESTMENT PERFORMANCE

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

Investment Fund Performance

In order to help show how the  performance of the Investment  Funds has affected
Retirement  Account  Values,  the following  tables provide a historical view of
investment  performance.  The performance  shown has been  calculated  under two
methods,  as explained under "How  Performance  Data Are Presented"  below.  The
information  presented  includes  performance  results for each  Investment Fund
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 MOMENTUM 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.

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).

Alliance Small Cap Growth:  May 1, 1997;  100% Russell 2000 Growth (Russell 2000
Gr.).

                                       20

<PAGE>


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&P 500/40% Lehman Corp.).

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

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 U.S.  Treasury Bond 1 Year+/14%  Salomon Brothers World Government Bond
Ex U.S./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
insurance  policies or annuity  contracts.  Lipper data provide a more  accurate
picture than market  indices of MOMENTUM  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.

                                       21

<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%       4.08%       3.29%      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          --        6.87

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES      5.85        6.61        4.52         --          --        5.57     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          --         --          --        4.37    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       13.44      11.27          --       10.52     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 & Income                          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       16.18%      11.61     8/1/68
Lipper Growth                                   24.35       24.72       16.01      15.40       15.20       13.97
S&P 500                                         33.36       31.15       20.27      18.05       16.66       15.44

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      12.21          --       10.20    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 Free                         --          --          --         --          --      -21.43
- -------------------------------------------------------------------------------------------------------------------------------
See footnotes on next page.                                                                  This table continues on next page.
</TABLE>
                                       22
<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                        9.45%      19.72%      13.44%     17.46%         --       17.51%    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                                       --          --          --         --          --       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

THE ASSET ALLOCATION SERIES:

ALLIANCE CONSERVATIVE INVESTORS                 11.71       11.26        7.33         --          --        8.07    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                               13.49       13.88        8.23      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./50% 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
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Return for this Fund is unannualized and represents less than 5 months of
     performance.

+    Return  for  this  Fund  is unannualized  and  represents  8  months  of
     performance.
                                       23
<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%      12.76%      17.57%     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       24.72         --          --       44.16     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          --         --          --       21.09
Lehman Aggregate                                 9.65       34.63          --         --          --       30.78

Aggressive Fixed Income

ALLIANCE HIGH YIELD                             16.88       67.64       95.36     191.27          --      200.82     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                             --          --          --         --          --       20.28
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    1,906.96%   2,429.22     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       97.46     216.39          --      173.14    8/27/87
Lipper  Global                                  12.99       49.53       93.26     100.58          --       47.66
MSCI World                                      15.76       58.59      104.13     173.01          --      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 Markets Free                         --          --          --         --          --       21.43
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                             This table continues on next page.
</TABLE>
                                       24
<PAGE>
                TABLE 2: Cumulative Rates of Return (continued):
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   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                       9.45%      71.60%      87.88%     400.07%        --       807.47%    5/1/84
Lipper Mid-Cap Growth                          12.11       56.12       59.26      311.08         --       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                               --          --          --          --         --        28.68

MFS EMERGING GROWTH COMPANIES                     --          --          --          --         --        21.34     5/1/97
Lipper Mid-Cap                                    --          --          --          --         --        20.88
Russell 2000                                      --          --          --          --         --        28.68

THE ASSET ALLOCATION SERIES:

ALLIANCE CONSERVATIVE INVESTORS                11.71       37.74       42.42          --         --        89.59    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                              13.49       47.69       48.47      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./50% S&P 500             21.56       80.14       97.96      583.14         --       376.27

ALLIANCE GROWTH INVESTORS                      15.21       59.58       73.41          --         --       198.36    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>

                                       25

<PAGE>
                      TABLE 3: Year-by-Year Rates of Return
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                      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%    2.19%    1.59%    2.63%    4.35%    3.92%    3.98%

ALLIANCE INTERMEDIATE GOVERNMENT
   SECURITIES                           --       --       --    10.94%    4.18%    9.10%   -5.65%   11.81%    2.38%    5.85%

ALLIANCE QUALITY BOND                   --       --       --       --       --    -0.84%   -6.37%   15.46%    3.94%    7.68%

ALLIANCE HIGH YIELD                   8.26%    3.72%   -2.42%   22.79%   10.81%   21.50%   -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                       9.39%   25.04%   -7.32%   28.81%   -1.85%   30.36%    3.82%   17.23%   13.06%   10.05%

ALLIANCE INTERNATIONAL                  --       --       --       --       --       --       --     9.60%    8.33%   -4.35%

ALLIANCE AGGRESSIVE STOCK            -0.30%   42.95%    5.76%   84.65%   -4.37%   15.28%   -5.03%   29.97%   20.63%    9.45%

ALLIANCE SMALL CAP GROWTH               --       --       --       --       --       --       --       --       --    25.55%*

ALLIANCE CONSERVATIVE INVESTORS         --     2.75%    4.98%   18.24%    4.37%    9.28%   -5.38%   18.79%    3.79%   11.71%

ALLIANCE BALANCED                    13.27%   24.60%   -1.46%   40.02%   -4.15%   10.81%   -9.27%   18.13%   10.16%   13.49%

ALLIANCE GROWTH INVESTORS               --     3.65%    9.13%   46.92%    3.53%   13.72%   -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%*
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Unannualized
                                       26

<PAGE>

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  participation  under the  MOMENTUM  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.

For purposes of the tables below, deduction of a quarterly administrative charge
equal to $7.50 is assumed,  even though this charge does not currently  apply if
the  Retirement  Account  Value plus the  amount of any Active  Loan is at least
$25,000 as of the end of the quarter.  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 and the Participant has not taken any loans.

In order to calculate the  performance  information,  we divide the  termination
value (defined below) as of December 31, 1997 by the $1,000 contribution made at
the beginning of each period illustrated.  The result of that calculation is the
total growth rate for the period.  Then we annualize  that growth rate to obtain
the average annual percentage  increase (decrease) during the period shown. When
we  "annualize," we assume that a single rate of return applied each year during
the period will  produce  the ending  value,  taking into  account the effect of
compounding.  "Termination  value" means the  Retirement  Account Value less the
contingent withdrawal charge, the quarterly  administrative charge and all other
charges and expenses which are applied  against  Separate  Account  assets.  The
contingent  withdrawal charge will never be greater than 6%, and applies only to
contributions made in the current and five prior Participation  Years. See "Part
6: Deductions and Charges."

                                       27

<PAGE>
<TABLE>
<CAPTION>
              TABLE 4: Growth of $1,000 for Participant Terminated on December 31, 1997:
- -----------------------------------------------------------------------------------------------------------------
                                                               Length of Investment Period
                                         ------------------------------------------------------------------------
                                                                                                       Since
                                                  One         Three         Five           Ten       Portfolio
Investment Fund                                  Year         Years         Years         Years      Inception**
- -----------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>           <C>          <C>
HRT
Alliance Money Market                         $  964.13     $1,004.43     $1,006.14     $1,254.73           --
Alliance Intermediate Government
   Securities                                    981.50      1,080.98      1,068.27            --    $1,259.20
Alliance Quality Bond                            998.42      1,156.82            --            --     1,042.32
Alliance High Yield                            1,085.59      1,529.35      1,711.39      2,419.46           --
Alliance Growth & Income                       1,165.75      1,650.44            --            --     1,565.64
Alliance Equity Index                          1,221.98      1,950.30            --            --     1,915.43
Alliance Common Stock                          1,189.18      1,867.08      2,147.39      3,913.16           --
Alliance Global                                1,020.42      1,313.41      1,733.31      2,664.24           --
Alliance International                           886.87            --            --            --     1,016.87
Alliance Aggressive Stock                      1,014.88      1,558.12      1,644.43      4,369.93           --
Alliance Small Cap Growth                            --            --            --            --     1,178.85
Alliance Conservative Investors                1,035.82      1,236.95      1,228.34            --     1,608.28
Alliance Balanced                              1,052.40      1,330.64      1,283.12      2,321.59           --
Alliance Growth Investors                      1,069.23      1,442.87      1,509.65            --     2,594.14

EQAT
T. Rowe Price International Stock
   Portfolio                                         --            --            --            --       911.15
T. Rowe Price Equity Income Portfolio                --            --            --            --     1,134.30
E/Q Putnam Growth & Income Value
   Portfolio                                         --            --            --            --     1,076.46
E/Q Putnam Balanced Portfolio                        --            --            --            --     1,059.51
MFS Research Portfolio                               --            --            --            --     1,074.88
MFS Emerging Growth Companies Portfolio              --            --            --            --     1,137.29
Morgan Stanley Emerging Markets Equity
   Portfolio                                         --            --            --            --       745.83
Warburg Pincus Small Company Value
   Portfolio                                         --            --            --            --     1,104.93
Merrill Lynch World Strategy Portfolio               --            --            --            --       968.68
Merrill Lynch Basic Value Equity
   Portfolio                                         --            --            --            --     1,084.35
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

*   Portfolio inception dates are shown in Tables 1 and 2.
                                       28
<PAGE>
<TABLE>
<CAPTION>
                                                         TABLE 5:
                         Average Annual Total Return for Participant Termination on December 31, 1997
- -------------------------------------------------------------------------------------------------------------------------------
                                                                      Length of Investment Period
                                         --------------------------------------------------------------------------------------
                                                                                                    Since           Since
Investment Fund                               One          Three         Five          Ten          Fund         Portfolio
                                              Year         Years        Years         Years       Inception*     Inception**
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>          <C>           <C>          <C>                <C>
HRT
Alliance Money Market                        -3.59%         0.15%        0.12%         2.30%           --              --   
Alliance Intermediate Government                                                                                            
   Securities                                -1.85%         2.63%        1.33%           --          1.31%           3.47%  
Alliance Quality Bond                        -0.16%         4.98%          --            --          1.32%           0.98%  
Alliance High Yield                           8.56%        14.96%       11.34%         9.24%         9.20%             --   
Alliance Growth & Income                     16.58%        18.18%          --            --         12.33%          11.13%  
Alliance Equity Index                        22.20%        24.94%          --            --         20.41%          18.46%  
Alliance Common Stock                        18.92%        23.14%       16.52%        14.62%           --              --   
Alliance Global                               2.04%         9.51%       11.63%        10.30%         7.44%             --   
Alliance International                      -11.31%           --           --            --         -1.53%           0.61%  
Alliance Aggressive Stock                     1.49%        15.93%       10.46%        15.89%           --              --   
Alliance Small Cap Growth                       --            --           --            --          6.02%          17.89%  
Alliance Conservative Investors               3.58%         7.35%        4.20%           --          3.51%           5.93%  
Alliance Balanced                             5.24%         9.99%        5.11%         8.79%           --              --   
Alliance Growth Investors                     6.92%        13.00%        8.59%           --          5.85%          12.25%  

EQAT
T. Rowe Price International Stock
   Portfolio                                    --            --           --            --        -11.97%          -8.88%
T. Rowe Price Equity Income Portfolio           --            --           --            --          8.14%          13.43%
E/Q Putnam Growth & Income Value Porfolio       --            --           --            --          2.49%           7.65%
E/Q Putnam Balanced Portfolio                   --            --           --            --          2.30%           5.95%
MFS Research Portfolio                          --            --           --            --          1.03%           7.49%
MFS Emerging Growth Companies Portfolio         --            --           --            --          4.41%          13.73%
Morgan Stanley Emerging Markets Equity
   Portfolio                                    --            --           --            --        -25.42%         -25.42%
Warburg Pincus Small Company Value
   Portfolio                                    --            --           --            --          3.53%          10.49%
Merrill Lynch World Strategy Portfolio          --            --           --            --         -7.66%          -3.13%
Merrill Lynch Basic Value Equity
   Portfolio                                    --            --           --            --          1.11%           8.43%
- -------------------------------------------------------------------------------------------------------------------------------
</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).  Fund  inception  dates may  be
     earlier than the date on which these  Investment  Funds were made available
     under MOMENTUM.

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

                                       29
<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 the
HRT and EQAT Trusts and may compare the performance of the Investment Funds with
(1) that of other insurance  company separate  accounts or mutual funds included
in the rankings prepared by Lipper Analytical Services,  Inc., Morningstar Inc.,
VARDS or similar  investment  services that monitor the performance of insurance
company  separate  accounts or mutual funds,  (2) other  appropriate  indices of
investment  securities  and  averages  for peer  universes  of funds  which  are
described  in the SAI or (3) data  developed  by us derived from such indices or
averages.  The  Morningstar  Variable  Annuity/Life  Report consists of over 700
variable  life  and  annuity  funds,  all of  which  report  their  data  net of
investment  management  fees,  direct  operating  expenses and separate  account
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.

                                       30

<PAGE>


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

                     PART 4: THE GUARANTEED INTEREST ACCOUNT

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

The Guaranteed Interest Account is part of our general account and pays interest
at a  guaranteed  rate.  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 a Participant has 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 plus  interest,  less the sum of all amounts that
have been withdrawn, transferred or deducted.

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.

For the MOMENTUM Program, quarterly "current" rates are established. The current
rate applies to the entire amount you have in the  Guaranteed  Interest  Account
during the calendar quarter for which it is declared. We may change the duration
of future interest  guarantee  periods,  but no interest  guarantee  period will
exceed one year. We also reserve the right to assign different  current rates by
Transaction Date and different  current and yearly guaranteed rates to different
plans  based  upon  when the  plan  became  enrolled  in the  MOMENTUM  Program.
Generally,  all plans that become  enrolled in the MOMENTUM  Program in the same
calendar year will be in the same class.  A plan will be considered  enrolled in
the  MOMENTUM  Program as of the earliest  Participation  Date  applicable  to a
Participant in that plan. All Participants  within the same plan will be subject
to the same  interest  rates.  Plans that  converted  from  EQUI-VEST  Corporate
Trusteed to MOMENTUM  will be  considered  in the same class,  regardless of the
date of the plan's enrollment under EQUI-VEST.

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 4% for  Participants  in plans that  converted to MOMENTUM from our
EQUI-VEST Corporate Trusteed Contract.  At least 15 days before the beginning of
a calendar year, we will notify you in writing of the  guaranteed  interest rate
for the next year.

                                       31

<PAGE>

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

                       PART 5: PROVISIONS OF THE CONTRACT
                             AND SERVICES WE PROVIDE

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

Understanding the MOMENTUM Program (Employers and Plan Trustees)

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

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

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

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

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

o    a standardized and a nonstandardized defined contribution pension plan.

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

If you, as an Employer,  elect our full-service plan recordkeeping  option, then
you must adopt our Master Plan and Trust.  A description of such services may be
found under "Plan  Recordkeeping  Services" in this  section.  More  information
about the Master Plan and Trust may be found in the SAI.

If you,  as an  Employer,  want  to use  your  own  individually  designed  or a
prototype qualified defined contribution plan, you may adopt the Pooled Trust as
a funding  vehicle.  The Pooled Trust is for investment  only and may be used as
your plan's only funding vehicle or in addition to other funding  vehicles.  The
same group variable annuity contract (i.e., the MOMENTUM Contract) is used under
the Pooled  Trust and the Master Plan and Trust.  The Pooled  Trust is available
for qualified defined  contribution  plans with either  participant-directed  or
trustee-directed  investments.  If you  adopt  the  Pooled  Trust  you will have
elected our basic plan recordkeeping  option. We may offer to perform additional
plan  recordkeeping  services for an  additional  charge.  Such services will be
provided pursuant to the terms of a written service agreement between us and the
Plan Trustee.

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

Employer's Responsibilities

If you elect the full-service recordkeeping option, generally you must adopt the
Master Plan and Trust.  Pursuant  to a written  service  agreement,  you, as the
Employer and plan administrator,  will have certain responsibilities relating to
the administration and qualification of your plan, including:

o    Sending us contributions at the proper time;

o    Determining the amount of all contributions for each Participant;

o    Maintaining all personnel records necessary for administering your plan;

o    Determining who is eligible to receive benefits;

                                       32


<PAGE>

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

o    Arranging to have all reports distributed to employees and former employees
     if you elect to have them sent to you;

o    Arranging to have our prospectuses distributed;

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

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

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

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

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

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

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

Adopting the MOMENTUM Program (Employers and Plan Trustees)

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

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

The MOMENTUM Contract

The MOMENTUM  Program is funded  through the MOMENTUM  Contract,  a  combination
fixed and variable group annuity contract issued by Equitable Life. The MOMENTUM
Contract  governs the  Investment  Options  that are offered  under the MOMENTUM
Program.

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

Selecting Investment Options (Employers and Plan Trustees Only)

Subject to state  regulatory  approval,  you, as Employer or Plan  Trustee,  can
elect to fund your plan with any  number  of the  Investment  Options  available
under the Contract.  This selection is made on the application.  You may request
to change this  selection  subject to our rules then in effect.  If you elect to
fund your plan with any one of the Alliance Intermediate  Government Securities,
Alliance Quality Bond,  Alliance High Yield or Alliance  Conservative  Investors
Funds,  you must also select the Alliance  Money Market Fund.  If you select the
above-listed  Funds and the Guaranteed  Interest Account,  certain  restrictions
will apply to transfers out of the Guaranteed Interest Account.  See "Transfers"
in this section.  Lastly,  you, as Employer,  must elect the Guaranteed Interest
Account as a funding option if you select only from among the  Investment  Funds
not listed above.

For Original Certificates, only the Guaranteed Interest Account and the Alliance
Money Market,  Alliance Balanced,  Alliance Common Stock and Alliance Aggressive
Stock Funds are available and we do not permit transfers into the Alliance Money
Market Fund from any of the other Investment Options.

Contributions

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

All  contributions  made by check  must be drawn on a bank in the U.S.  clearing
through the Federal  Reserve  System,  and payable in U.S.  dollars to Equitable
Life. All checks are accepted subject to collection. Third party checks endorsed
to  Equitable  Life are not  acceptable  forms of  payment  except in cases of a
rollover  from a qualified  plan,  or a trustee  check that  involves no refund.
Equitable Life reserves the right to reject a

                                       33


<PAGE>

payment  if an  unacceptable  form of  payment is  received.  Contributions  are
credited  as of the  Transaction  Date,  if they  are  accompanied  by  properly
completed  forms.  Failure  to use the  proper  form,  or to  complete  the form
properly,  may result in a delay in crediting  contributions.  Employers  should
send all contributions to Equitable Life at the Processing Office. (See "Part 1:
Summary.")

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

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

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

If we receive your initial contribution before we receive your signed enrollment
form,  we will  allocate the initial  contribution  to the  Guaranteed  Interest
Account  for  five  Business  Days.  If we do  not  receive  either  the  signed
enrollment form or your consent to hold the initial contribution pending receipt
of the form by the fifth  Business Day, we will return the amount of the initial
contribution to your Employer or Plan Trustee, as applicable.

You, as a  Participant,  should review your  confirmation  notices  carefully to
determine  whether  your   contributions  have  been  allocated   correctly.   A
certificate  evidencing your participation under the MOMENTUM Contract will also
be sent to you.

Unless restricted by your Employer's plan, allocation percentages can be changed
at any time.  To change your  allocation  instruction,  you can file a change of
investment allocation form with your Employer or Plan Trustee. In addition, your
Employer may have opted to use our Telephone  Operated  Program  Support  (TOPS)
system to enable you to change your allocation  percentages  over the phone. The
change will be effective on the  Transaction  Date and will remain in effect for
future contributions unless another change is requested.

A contribution  allocated to an Investment Fund purchases  Accumulation Units in
that  Investment Fund based on the  Accumulation  Unit Value for that Investment
Fund computed for the Transaction  Date on which we receive the  contribution at
our  Processing  Office.  Contributions  allocated  to the  Guaranteed  Interest
Account become part of our general  account and begin to accrue  interest on the
Transaction Date.

Retirement Account Value

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

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

The number of  Accumulation  Units  purchased or sold in any Investment  Fund is
equal to the dollar amount of the transaction  divided by the Accumulation  Unit
Value for the Investment Fund for the applicable Transaction Date. The number of
Accumulation Units will not vary because of any later change in the Accumulation
Unit Value. The Accumulation  Unit Value varies with the investment  performance
of the Investment Fund which in turn reflects the investment income and realized
and unrealized capital gains and losses of the corresponding Portfolios, as well
as the Trusts' fees and  expenses.  The  Accumulation  Unit Value is also stated
after deduction of the Separate  Account asset charges  relating to Momentum.  A
description of the  computation of the  Accumulation  Unit Value is found in the
SAI.

                                       34


<PAGE>

Transfers

Subject to certain restrictions,  the MOMENTUM Contract permits transfers of all
or a portion of your  Retirement  Account Value among the Investment  Options at
any time. Your Employer's plan may, however,  impose  restrictions on transfers.
We  also  offer  an  automatic  transfer  service  described  under  "Investment
Simplifier:  Automatic Transfer Options" in this section. There is no charge for
transfers.

Participant  transfer  requests  can be made by  filing  a  written  request  to
transfer  with your  Employer or Plan  Trustee.  Transfers  may also be arranged
through the TOPS service.  Please contact your Equitable Life  Representative or
the  Processing  Office to receive the form  necessary  to obtain a special code
number required for TOPS transfers.

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

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

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

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

However, for Original Certificates, we do not permit transfers into the Alliance
Money Market Fund from any of the other  Investment  Options.  No other transfer
limitations apply to Original Certificates.

INVESTMENT SIMPLIFIER: AUTOMATIC TRANSFER OPTIONS

Your  Employer can elect to provide two  automatic  transfer  options out of the
Guaranteed  Interest  Account:  the Fixed-Dollar  Option and the Interest Sweep.
Except for  Original  Certificates,  the  Fixed-Dollar  Option is subject to the
Guaranteed Interest Account transfer limitation described in "Transfers" in this
section.

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 (except  Alliance Money Market for Original  Certificates) on a
monthly  basis.  You can  either  specify  the number of  monthly  transfers  or
instruct  us to  continue  to  make  monthly  transfers  until  amounts  in  the
Guaranteed Interest Account are depleted. In order to elect this option you must
have a minimum amount of $5,000 in the Guaranteed  Interest  Account on the date
we receive  your  election  form and you must elect to transfer at least $50 per
month.

Under the Interest Sweep Option,  the amount  transferred  each month will equal
the  amount  of  interest  that has been  credited  to  amounts  you have in the
Guaranteed Interest Account from the last Business Day of the prior month to the
last Business Day of the current month.  To be eligible for this option you must
have at least $7,500 in the Guaranteed  Interest  Account on the date we receive
your election and on the last Business Day of each month thereafter.

You may elect  either  option by filing an election  form with your  Employer or
Plan Trustee. 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.  Automatic  transfers will
terminate:

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

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

                                       35


<PAGE>

o    Under  either  option,  on the date we  receive  your  written  request  to
     terminate  automatic  transfers or on the date your participation under the
     MOMENTUM Contract terminates.

Plan Loans

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

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

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

Participants  should  apply for a plan loan through  their  Employer or the Plan
Trustee,  as  applicable.  Prior to the making of any plan loan, the Employer or
Plan Trustee,  as applicable,  and the Participant must first properly  complete
and sign a loan  agreement  and  application.  Employers  and Plan  Trustees can
obtain loan  application  forms from their  Equitable  Life  Representative,  by
writing to our Processing Office or calling our toll-free number.  Before taking
a plan loan, married Participants must generally obtain written spousal consent.
In addition,  Participants should always consult their tax adviser before taking
out a plan loan.

Only one  outstanding  plan loan will be  permitted  at any time;  any number of
takeover  loans will be  permitted  at any time.  Takeover  loans must be repaid
under  MOMENTUM  before a new plan  loan can be taken out  under  MOMENTUM.  The
minimum loan is $1,000 and the maximum is a percentage of your vested Retirement
Account Value.  See "Part 4: Additional Loan Provisions" in the SAI and "Part 8:
Federal Tax and ERISA Matters" of the prospectus. However, you may not have both
takeover loans and plan loans outstanding simultaneously.

While you have a plan  loan  outstanding,  an  amount  equal to 10% of your loan
balance  will be  restricted,  and may not be  withdrawn  from  your  Retirement
Account  Value.  Also,  you should refer to "Plan Loan  Charges" in Part 6 for a
description of charges associated with plan loans.

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

Plan loan repayments  covering  interest and principal will be due in accordance
with the  repayment  schedule  determined  in  accordance  with the terms of the
Employer's  plan.  Participants  should  send plan loan  repayments  to the plan
administrator and not to Equitable Life. All plan loan payments made by the plan
administrator to us must be made by check or wire transfer. Checks must be drawn
on a bank in the U.S.,  clearing through the Federal Reserve System, and payable
in  U.S.  dollars  to  Equitable  Life.  All  checks  are  accepted  subject  to
collection.  Third party checks  endorsed to Equitable  Life are not  acceptable
forms of payment.  Equitable  Life  reserves the right to reject a payment if an
unacceptable form of payment is received.

A plan loan may be  prepaid  in whole or in part at any time.  Any  payments  we
receive will first be applied to interest, with the balance applied to repayment
of the loan. Plan loan repayments will be allocated to the Investment Options in
accordance  with the same  allocation  instructions  used in  making  the  loan.
However, a Participant may elect, in writing, to override these instructions and
allocate all plan loan repayments to the Guaranteed Interest Account.

A plan loan will be in default if the amount of any  scheduled  repayment is not
received  by us within 90 days of its due date,  or if the  Participant  dies or
participation under the MOMENTUM Contract is terminated.  We will then treat the
loan principal as a withdrawal subject to the contingent  withdrawal charge. See
"Contingent  Withdrawal  Charge" in Part 6. See "Part 8:  Federal  Tax and ERISA
Matters" for the consequences of defaulting a plan loan and other applicable tax
matters.

Withdrawals and Termination

Subject to any  restrictions  in your  Employer's  plan,  the MOMENTUM  Contract
allows your Employer or Plan Trustee, as applicable, to make a withdrawal from a
Retirement Account Value on behalf of a Participant by writing to our Processing
Office.  Your  request  for  withdrawal  must be on the  proper  form  which  is
available  from your Employer.  If we have received the  information we require,
the  requested  withdrawal  will become  effective on the  Transaction  Date and
proceeds will be mailed within seven days.  Withdrawal  proceeds will be sent to
your Employer or Plan Trustee, unless 

                                       36


<PAGE>

your  Employer has elected our  full-service  plan  record-keeping  option which
provides for direct  distribution to Participants.  If we receive only partially
completed  information,  we will  return  the  request to the  Employer  or Plan
Trustee for completion prior to processing.

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

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

Withdrawals  or  terminations  may  result in a  contingent  withdrawal  charge,
explained fully in "Part 6: Deductions and Charges."

While you have a loan  outstanding,  an amount equal to 10% of your loan balance
will be restricted, and may not be withdrawn from your Retirement Account Value.

Forfeitures

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

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

Distribution Options

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

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

o    Lump sum or partial withdrawals;

o    Payments for as long as you live;

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

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

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

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

Annuity Distribution Options

The annuity distribution options available under the MOMENTUM Contract include:

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

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

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

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

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

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

                                       37


<PAGE>

The MOMENTUM  Contract also offers both fixed and variable annuity  distribution
options.  Fixed annuity  payments,  funded through our general  account,  do not
change  and will be based on the  tables  of  guaranteed  annuity  values in the
MOMENTUM  Contract or on our current annuity rates,  whichever is more favorable
for the Participant.  For all Participants,  our normal form of annuity provides
for fixed payments.  Variable payments will be funded through your choice of the
14  Investment  Funds of the Hudson River Trust  through the purchase of annuity
units.

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

Electing an Annuity Distribution Option

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

The size of the  payments  will  depend on the amount  applied to  purchase  the
annuity,  the type of  annuity  chosen  and,  in the case of a life  contingency
annuity  distribution  option,  the  Participant's age (or the Participant's and
joint annuitant's ages).

Once you choose an annuity  distribution option and payments have commenced,  no
change can be made, other than transfers among the available Investment Funds if
permitted in the future and if a variable  annuity is selected.  Remember,  as a
deterrent  to  premature  withdrawal  (generally  prior  to age 59 1/2) the Code
provides certain restrictions on and penalties for early withdrawals.  See "Part
6:  Deductions  and  Charges:  Charges for State  Premium  and Other  Applicable
Taxes."

Minimum Distributions (Automatic Minimum Withdrawal Option) --
Over Age 70 1/2

Under the Code, distributions from qualified plans must generally begin no later
than April 1st of the calendar  year  following  the calendar  year in which the
plan  participant  either  attains age 70 1/2 or retires  from  service with the
employer  sponsoring the plan,  whichever  comes later (the "required  beginning
date").  Subsequent distributions must be made by December 31st of each calendar
year  (including  the calendar year of your  required  beginning  date).  If the
minimum  distribution is not made, the plan participant may be required to pay a
penalty  tax in an amount  equal to 50% of the  difference  between  the  amount
required to be distributed  and the amount  actually  distributed.  See "Part 8:
Federal  Tax and ERISA  Matters"  for a  discussion  of  various  special  rules
concerning the minimum distribution requirements.

We offer a payment option which we call "Automatic Minimum  Withdrawal  Option,"
which is  intended  to meet  minimum  distribution  requirements.  You may elect
Automatic Minimum Withdrawal Option if you, the Participant, are at least age 70
1/2 and  have a  Retirement  Account  Value of at least  $3,500.  You can  elect
Automatic Minimum Withdrawal Option by filing the proper election form with your
Employer. If you elect Automatic Minimum Withdrawal Option, we will withdraw the
amount which the Code  requires  you to withdraw  from your  Retirement  Account
Value. We calculate the Automatic Minimum  Withdrawal Option amount based on the
information you give us, the various choices you make, and certain  assumptions.
In  performing  this  calculation,  we assume that the only funds subject to the
Code's  minimum  distribution  requirements  are those held  under the  MOMENTUM
Contract. In addition, we rely on the information you provide to us, and we will
not be responsible for errors that result from inaccuracies in this information.
The choices you can make are described in Part 5 of the SAI.

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

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

Any applicable  withdrawal charges will be deducted from your Retirement Account
Value in  addition  to the  amount  of the  Automatic  Minimum  Withdrawal.  See
"Contingent Withdrawal Charge" in Part 6.

Death Benefit

In general,  the death  benefit is equal to the  greater of: (i) the  Retirement
Account Value and (ii) the "minimum death benefit."

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

The minimum death benefit  equals all  contributions  made less  withdrawals  of
contributions  (including  loans that default upon death).  For example,  assume
that a $1,000  contribution is made, and that the contribution earns $1,000 (for
a balance of $2,000).  A $1,500  withdrawal  is then made,  leaving a balance of
$500.  Assume  that  a new  $500  contribution  is  subsequently  made.  If  the
participant  subsequently  dies,  the minimum death benefit will be $500 because
there  was a  $500  contribution  that  had  not  been  withdrawn,  borrowed  or
forfeited.

The law requires the  distribution of benefits to be completed no more than five
years  after  the date of your

                                       38


<PAGE>

death,  unless  payments of your  benefit to a designated  beneficiary  commence
within one year after  your  death and are made over the  beneficiary's  life or
over  a  period  not  exceeding  the  beneficiary's  life  expectancy.   If  the
beneficiary   is  your  surviving   spouse,   the  spouse  can  elect  to  begin
distributions over the spouse's life or over a period not exceeding the spouse's
life  expectancy  at any time up to when you would have  attained age 70 1/2. If
you had already  begun to receive  benefits,  your  beneficiary  can continue to
receive  benefits  based on the  payment  option you  selected.  To  designate a
beneficiary or to change an earlier  designation,  you should file a beneficiary
designation with your plan administrator. Your spouse must consent in writing to
a designation  of any non-spouse  beneficiary,  as explained in "Part 8: Federal
Tax and ERISA Matters: Spousal Requirements."

If the Participant dies while a loan is outstanding, the loan will automatically
default  and be  subject  to Federal  income  tax as a plan  distribution.  This
defaulted  loan will also be treated as a withdrawal for purposes of calculating
the minimum  death  benefit.  Defaulted  takeover  loans will not,  however,  be
considered withdrawals for this purpose.

The  beneficiary  may  elect,  subject to certain  exceptions  explained  below,
Equitable  Life's  rules  then in effect and any other  applicable  requirements
under the Code to: (a) receive the death  benefit in a single sum, (b) apply the
death benefit to an annuity  distribution  option offered by Equitable Life, (c)
apply the death benefit to provide any other form of benefit  payment offered by
Equitable  Life, or (d) have the death benefit  credited to an account under the
MOMENTUM Contract maintained on behalf of the beneficiary in accordance with the
beneficiary's investment allocation instructions.  If the beneficiary elects (d)
then (1) the  beneficiary  will be entitled to delay  distribution of his or her
account as  permitted  under the terms of the  Employer's  plan and the  minimum
distribution  rules under the Code; (2) the value of the  beneficiary's  account
will be determined at the time of distribution to the beneficiary and, depending
upon investment gains or losses, may be worth more or less than the value of the
beneficiary's  initial account and (3) if the beneficiary dies prior to taking a
distribution  of his or her entire  account,  the  beneficiary  of the  deceased
beneficiary  will  be  entitled  to a  death  benefit  as  though  the  deceased
beneficiary  were a  Participant,  based on the deceased  beneficiary's  initial
account.

If you die before your entire vested  benefit has been  distributed  to you, any
remaining benefits will be payable to your beneficiary.

Our  consultants  can  explain  these and  other  requirements  affecting  death
benefits if you call them at 1-800-528-0204.

Payment of Proceeds

Payment of proceeds from the Investment  Funds will be made within seven days of
the  Transaction  Date.  Payment or  application of proceeds from the Investment
Funds  can be  deferred  for any  period  during  which  (1) the New York  Stock
Exchange has been closed or trading on it is restricted, (2) sales of securities
or determination of the fair market value of an Investment  Fund's assets 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 your  Retirement  Account  Value in the
Guaranteed Interest Account for up to six months while you are living.

Plan Recordkeeping Services

Equitable  Life  offers  two plan  recordkeeping  options,  one of which must be
elected  for each  plan.  There is a choice of  either  Basic  Recordkeeping  or
Full-Service Recordkeeping.

Employers can elect our basic plan recordkeeping service option, which includes:

o    Accounting by Participant;

o    Accounting by Source;

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

o    Plan loan processing, if applicable.

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

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

o    Master Plan and Trust documents approved by the IRS;

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

o    Assistance in annual reporting with the IRS and DOL;

                                       39


<PAGE>

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

o    Performance of vesting calculations;

o    Performance of special  nondiscrimination  tests applicable to Code Section
     401(k) plans;

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

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

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

                                       40

<PAGE>

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

                         PART 6: DEDUCTIONS AND CHARGES

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

Charges to Portfolios

Investment  advisory  fees and Rule 12b-1 fees (EQAT only) 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
                                                                 Advisory Fee
EQAT Portfolio                                                  (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 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  participants  enrolled  under the MOMENTUM
Contract.

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 2.25%;  however,  the rate is 1% in Puerto Rico and 5% in the
Virgin Islands.

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 


                                       41
<PAGE>

when you withdraw from, terminate or annuitize, we reserve the right to deduct a
charge at such time.

Limitation on Charges

Under the terms of the MOMENTUM Contract 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 Trust
charges for investment  advisory fees and the direct  operating  expenses of the
Trust may not exceed a total effective  annual rate of 1.75% of the value of the
assets held in those Funds for the MOMENTUM Contract.

Charges to Investment Funds

We make a daily charge against the assets held in each of the  Investment  Funds
for  expenses  of  the  MOMENTUM  Contract.  This  charge  is  reflected  in the
Accumulation Unit Values for the particular Investment Fund and covers expenses,
expense risks,  mortality (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 not to exceed 1.49% which consists of .60% for expenses, .30% for
expense risks,  .30% for mortality  risks,  .05% for death benefits and .24% for
financial  accounting.  For all other Investment Funds, the charge is made at an
annual rate not to exceed 1.34% which  consists of .60% for  expenses,  .15% for
expense  risks,  .30% for mortality  risk,  .05% for death benefits and .24% for
financial accounting.

The charge for  expenses is designed to  reimburse  us for various  research and
development  costs and for  administrative  expenses  that exceed the  quarterly
administrative  charge  described  below. The expense risk we assume is the risk
that, over time, our actual expense of administering  the MOMENTUM  Contract may
exceed the amounts  realized from the expense and the  quarterly  administrative
expense charges. 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 charge for
financial  accounting  services  is designed  to  reimburse  us for our costs in
providing those services in connection with the MOMENTUM Contract.

Under the MOMENTUM Contract, the total of these charges may be reallocated among
the categories of charges discussed above. However,  notwithstanding  provisions
of the  MOMENTUM  Contract,  we  intend to limit any  possible  reallocation  to
include only the charges for expense risks, mortality risks and death benefits.

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 MOMENTUM  Contract to the extent that the
charges are not needed to meet the actual expenses incurred.

Quarterly Administrative Charge

Except as discussed  below, on the last Business Day of each calendar quarter we
deduct from each  Retirement  Account  Value an  administrative  charge which is
currently  equal  to $7.50  or,  if less,  .50% of the  total of the  Retirement
Account  Value plus the amount of any Active  Loan.  This  charge is deducted by
Source from each Investment  Option in a specified order described under "How We
Deduct the Quarterly Administrative Charge" in the SAI.

Any  portion of the charge  deducted  from an  Investment  Fund will  reduce the
number of Accumulation  Units you have in that  Investment  Fund. Any portion of
the  charge  deducted  from the  Guaranteed  Interest  Account is  withdrawn  in
dollars.

There is currently no charge for any  calendar  quarter in which the  Retirement
Account  Value plus any Active Loan is at least  $25,000 as of the last Business
Day of that  quarter.  We  reserve  the  right to  increase  this  charge if our
administrative  costs increase.  We will give Employers or Plan Trustees 90 days
written  notice of any  increase.  We may also reduce this charge under  certain
circumstances. See "Special Circumstances" in this section.

You, as Employer, may choose to have this quarterly administrative charge billed
to you directly.

Charge for Plan Recordkeeping Services

The annual charge for the basic plan  recordkeeping  option is $300 (prorated in
the first year) and will be billed directly to the Employer.  The $300 charge is
not imposed on plans that converted to the MOMENTUM  Contract from our EQUI-VEST
Corporate Trusteed  Contract.  Employers may enter into a written agreement with
Equitable  Life for direct  distribution  of plan  benefits and  withdrawals  to
Participants,  including  tax  withholding  and  reporting  to the IRS. For this
service,  a $25  checkwriting  fee shall be charged by  Equitable  Life for each
check  drawn.  We  reserve  the  right to  increase  these  charges  if our plan
recordkeeping  costs  increase.  We will give Employers or Plan Trustees 90 days
written notice of any increase.


                                       42

<PAGE>

There are  additional  charges if the Employer or Plan Trustee elects to use our
full-service plan  recordkeeping  option;  these additional  charges will depend
upon the  service  used.  Employers  will be  required  to execute an  agreement
governing additional recordkeeping services and related charges.

Contingent Withdrawal Charge

No sales  charges are  deducted  from  contributions.  However,  to assist us in
defraying the various sales and promotional expenses incurred in connection with
selling the MOMENTUM  Contract,  we assess a sales  charge on amounts  withdrawn
from  Retirement  Account  Values.  Under  certain  conditions,  the  contingent
withdrawal charge will not apply to some or all of the amount withdrawn.

Free Withdrawal Amount (Free Corridor)

Subject to certain restrictions, no withdrawal charge will be applied during any
Participation  Year in which the amount withdrawn does not exceed 10% of the sum
of the  Retirement  Account Value and any Active Loan at the time the withdrawal
is requested,  minus any amount previously  withdrawn during that  Participation
Year  (including  any defaulted  loan amounts and forfeited  amounts).  This 10%
portion is called the free corridor amount.

If you, as the  Employer,  have  transferred  your plan  assets to the  MOMENTUM
Program from another  qualified  plan and we have not yet received  from you the
allocation of values among Participants,  we will treat the total amount we hold
as one Retirement Account Value.  Withdrawals from this Retirement Account Value
will not have the benefit of a free corridor amount. However, once the amount we
hold is  allocated  among the various  Participants,  withdrawals  will have the
benefit of the free corridor amount.

How the Contingent Withdrawal Charge Is Applied

Partial  withdrawals in excess of the free corridor  amount will be subject to a
withdrawal  charge of 6% of the lesser of (i) such  excess or (ii) the amount of
the  withdrawal  attributable  to  contributions  made  by or on  behalf  of the
Participant during the current and five prior Participation Years.

In the case of a full  withdrawal of a Retirement  Account Value,  the plan will
receive  from  us the  greater  of  your  Retirement  Account  Value  after  the
withdrawal  charge of 6% has been imposed  upon the amount of the  contributions
made by or on  behalf  of a  Participant  during  the  current  and  five  prior
Participation  Years,  or the free  corridor  amount  plus 94% of the sum of the
remaining  Retirement  Account Value and any Active Loan,  less the Active Loan.
This charge will also apply in the case of a termination of participation  under
the MOMENTUM Contract by the Employer or Plan Trustee.

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

For purposes of calculating the withdrawal charge, (1) the oldest  contributions
will be treated as the first withdrawn and more recent  contributions  next, (2)
amounts  withdrawn  up to the free  corridor  amount  will not be  considered  a
withdrawal  of any  contributions  and (3) Active Loans do not include  takeover
loans for this purpose.

If a portion of your  Retirement  Account Value is forfeited  under the terms of
your plan, we will assess a withdrawal  charge only against vested  contribution
amounts.  Under Basic Service, the Plan Trustee must tell us the vested balance.
The balance of the withdrawal  charge will be waived at that time.  However,  if
you, as the Employer or Plan  Trustee,  withdraw the  forfeited  amount from the
MOMENTUM Contract before it is reallocated to other Participants, you will incur
the balance of the withdrawal charge at that time.

No charge will be applied to any amount withdrawn, if:

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

o    you die;

o    you have been a Participant for at least five Participation  Years and have
     reached age 59 1/2;

o    you have reached age 59 1/2 and have separated from service  (regardless of
     the number of Participation Years);

o    the amount  withdrawn  is the  result of a request  for a refund of "excess
     contributions"  or  "excess  aggregate  contributions"  as such  terms  are
     defined in Section  401(k)(8)(B)  and  401(m)(6)(B),  respectively,  of the
     Code,  including any gains or losses,  and the  withdrawal is made no later
     than the end of the  plan  year  following  the plan  year for  which  such
     contributions were made;

o    the amount  withdrawn  is a request for a refund of "excess  deferrals"  as
     such term is defined in Section 402(g)(2) of the Code,  including any gains
     or  losses,  provided  the  withdrawal  is made no  later  than  April  15,
     following the calendar year in which such excess deferrals were made;

o    the amount withdrawn is a request for a refund of contributions made due to
     mistake of fact made in good faith,  provided the withdrawal is made within
     12 months of the date such mistake of fact  contributions were made and any
     earnings  attributable  to  such  contributions  are not  included  in such
     withdrawal;

                                       43
<PAGE>

o    the amount withdrawn is a request for a refund of contributions  disallowed
     as a deduction by the Employer for Federal  income tax  purposes,  provided
     such  withdrawal  is made within 12 months  after the  disallowance  of the
     deduction has occurred and no earnings  attributable to such  contributions
     are included in such withdrawal; or

o    the amount  withdrawn is a withdrawal  for disability as defined in Section
     72(m) of the Code.

In  addition,  there  will be no  contingent  withdrawal  charge  imposed on any
Annuity Account Value under an EQUI-VEST Corporate Trusteed  Certificate when it
is converted to a MOMENTUM Contract.  For purposes of calculating any contingent
withdrawal charge under the MOMENTUM Contract, we will carry over the history of
the contributions made under a converted EQUI-VEST Certificate.  For example, if
an  EQUI-VEST  Corporate  Trusteed  Certificate  was  purchased  on  behalf of a
Participant on June 1, 1987 with a single $5,000 contribution,  we will continue
to treat the  $5,000  contribution  as made on June 1, 1987  under the  MOMENTUM
Contract. This means that you will not lose the benefit of "aging" contributions
by converting EQUI-VEST Certificates to the MOMENTUM Contract.

Plan Loan Charges

A $25 loan set-up charge will be deducted from your Retirement  Account Value at
the time a plan loan is made. Also, we will deduct a recordkeeping  charge of $6
from your  Retirement  Account  Value on the last  Business Day of each calendar
quarter  if  there  is  an  Active  Loan  on  that  date.  The  $6  per  quarter
recordkeeping  charge,  but not the $25 set-up  charge,  will be  applicable  to
takeover  loans and to loans  converted  from  EQUI-VEST  Corporate  Trusteed to
MOMENTUM.

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

Any defaulted loan amount will incur a contingent withdrawal charge as described
above under "Contingent Withdrawal Charge."

Special Circumstances

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

                                       44

<PAGE>

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

                              PART 7: 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  Participants or Plan Trustees,  as applicable,  the opportunity to
instruct us how to vote the number of shares  attributable  to their  Retirement
Account Values. If we do not receive  instructions in time from all Participants
or Plan  Trustees,  as  applicable,  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  Participants  or  Plan
Trustees, as applicable, 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.

Separate Account Voting Rights

If actions  relating  to the  Separate  Account  require  Participant  approval,
Participants  will be entitled to one vote for each  Accumulation Unit they have
in the Investment Funds. We will cast votes  attributable to any amounts we have
in the Investment  Funds in the same proportion as votes cast by all persons who
participate in the Separate Account.

Voting Rights of Others

Currently,  we control 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 Participants and Plan Trustees,
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 Participants,  we will see to it that
appropriate action is taken to protect our Participants.

Changes in Applicable Law

The voting rights we describe in this  prospectus  are created under  applicable
Federal  securities  laws.  To the extent  that  those  laws or the  regulations
promulgated  under those laws  eliminate  the  necessity  to submit  matters for
approval  by persons  having  voting  rights in separate  accounts of  insurance
companies,  we reserve  the right to proceed  in  accordance  with those laws or
regulations.
                                       45

<PAGE>

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

                      PART 8: FEDERAL TAX AND ERISA MATTERS

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

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

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

o    participation, vesting and funding;

o    nondiscrimination;

o    limits on contributions and benefits;

o    distributions;

o    penalties;

o    duties of fiduciaries;

o    prohibited transactions; and

o    withholding, reporting and disclosure.

It is the responsibility of the employer, plan trustee and plan administrator to
satisfy the requirements of the Code and ERISA.

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

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

The  provisions  of  the  Code  and  ERISA  are  highly  complex.  For  complete
information on these provisions,  as well as all other Federal, state, local and
other tax considerations, qualified legal and tax advisers should be consulted.

Tax Aspects of Contributions to a Plan

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

The limits on the amount of  contributions  that can be made and/or  forfeitures
that can be allocated to each participant in defined  contribution  plans is the
lesser  of  $30,000  or  25% of the  compensation  or  earned  income  for  each
participant.  In 1998, the employer may not consider  compensation  in excess of
$160,000 in calculating  contributions  to the plan. This amount may be adjusted
for  cost-of-living  changes in future  years.  For  self-employed  individuals,
earned income is defined so as to exclude  deductible  contributions made to all
tax-qualified  retirement  plans,  including Keogh plans, and takes into account
the deduction for one-half the individual's  self-employment tax. Deductions for
aggregate  contributions  to  profit-sharing  plans  may not  exceed  15% of all
participants' compensation.

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

A  qualified  plan may allow the  participant  to direct  the  employer  to make
contributions  which will not be included  in the  employee's  income  (elective
deferrals) by

                                       46

<PAGE>

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

A  participant  cannot  elect to defer  annually  more than  $7,000  ($10,000 as
indexed for inflation in 1998) under all salary reduction  arrangements with all
employers in which the individual participates.

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

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.

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

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.

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

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

Tax Aspects of Distributions from a Plan

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

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

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

Income Taxation of Withdrawals

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

                                       47

<PAGE>

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

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

Income Taxation of Annuity Payments

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

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

Income Taxation of Lump Sum Distributions

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

Eligible Rollover Distributions

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

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

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

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

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

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

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

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

o    a distribution to a non-spousal beneficiary.

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

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

Penalty Tax on Premature Distributions

An additional 10% penalty tax is imposed on all taxable amounts distributed to a
participant who has not reached age 59 1/2 unless the distribution  falls within
a specified exception or is rolled over into an IRA or other qualified plan. The
specified   exceptions  are  for  (a)  distributions  made  on  account  of  the
participant's  death  or  disability,   (b)  distributions  (which  begin  after

                                       48

<PAGE>

separation  from service) in the form of a life annuity or  substantially  equal
periodic  installments over the participant's life expectancy (or the joint life
expectancy of the participant and the  beneficiary),  (c)  distributions  due to
separation  from active service after age 55 and (d)  distributions  used to pay
certain extraordinary medical expenses.

Federal Income Tax Withholding

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

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

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

State Income Tax Withholding

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

Distribution Requirements

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

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

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

Spousal Requirements

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

Certain Rules Applicable to Plan Loans

The following  are Federal tax and ERISA rules that apply to loan  provisions of
all employer plans. Employer plans may have additional  restrictions.  Employers
and participants  should review these matters with their

                                       49


<PAGE>

own tax advisers before  requesting a loan.  There will not generally be any tax
liability  with respect to properly  made loans in  accordance  with an employer
plan.  A loan may be in violation of  applicable  provisions  unless it complies
with the following conditions:

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

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

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

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

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

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

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

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

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

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

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

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

Impact of Taxes to Equitable Life

Under existing Federal income tax law, no taxes are payable on investment income
and capital  gains of the  Investment  Funds that are  applied to  increase  the
reserves  under the Contracts.  Accordingly,  Equitable Life does not anticipate
that it will incur any  Federal  income  tax  liability  attributable  to income
allocated to the variable  annuity  contracts  participating  in the  Investment
Funds and it does not currently  impose a charge for Federal  income tax on this
income when it  computes  Unit values for the  Investment  Funds.  If changes in
Federal tax laws or interpretations thereof would result in us being taxed, then
we may impose a charge against the  Investment  Funds (on some or all Contracts)
to provide for payment of such taxes.

Certain  Rules  Applicable  to Plans  Designed to Comply with Section  404(c) of
ERISA

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

Section  404(c) plans must provide,  among other  things,  that a broad range of
investment choices are available to plan participants and beneficiaries and must
provide such plan participants and beneficiaries with enough information to make
informed investment decisions.  Compliance with the Section 404(c) regulation is

                                       50

<PAGE>

completely voluntary by the plan sponsor, and the plan sponsor may choose not to
comply with Section 404(c).

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

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

                      PART 9: 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.



                                       51

<PAGE>


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

                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

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

                                                                            Page
- --------------------------------------------------------------------------------
Part   1:   Additional Information about the MOMENTUM Program                 2
- --------------------------------------------------------------------------------
Part   2:   How We Deduct the MOMENTUM Quarterly Administrative Charge        2
- --------------------------------------------------------------------------------
Part   3:   Description of Contribution Sources for the MOMENTUM Program      3
- --------------------------------------------------------------------------------
Part   4:   Additional Loan Provisions                                        3
- --------------------------------------------------------------------------------
Part   5:   Automatic Minimum Withdrawal Option                               4
- --------------------------------------------------------------------------------
Part   6:   Accumulation Unit Values                                          4
- --------------------------------------------------------------------------------
Part   7:   Calculation of Annuity Payments                                   4
- --------------------------------------------------------------------------------
Part   8:   The Reorganization                                                6
- --------------------------------------------------------------------------------
Part   9:   Alliance Money Market Fund Yield Information                      6
- --------------------------------------------------------------------------------
Part  10:   Other Alliance Yield Information                                  7
- --------------------------------------------------------------------------------
Part  11:   Distribution                                                      7
- --------------------------------------------------------------------------------
Part  12:   Long-Term Market Trends                                           7
- --------------------------------------------------------------------------------
Part  13:   Custodian and Independent Accounts                                9
- --------------------------------------------------------------------------------
Part  14:   Financial Statements                                              9
- --------------------------------------------------------------------------------



         How to Obtain the MOMENTUM Statement of Additional Information



                Call 1-800-528-0204 or send this request form to:
         -------------------------------------------------------------

                        MOMENTUM Administration Services
                                  P.O. Box 2919
                               New York, NY 10116
         -------------------------------------------------------------


Please send me a Statement of Additional Information dated May 1, 1998



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

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

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

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

                                       52



<PAGE>


                                    MOMENTUM
                     RETIREMENT PLANNING FROM EQUITABLE LIFE
                       STATEMENT OF ADDITIONAL INFORMATION
                                DATED MAY 1, 1998
                                  ------------

                  VARIABLE ANNUITY CONTRACTS FUNDED THROUGH THE
                     INVESTMENT FUNDS OF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>

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

                                   ISSUED BY:
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
- --------------------------------------------------------------------------------
    Home Office:           1290 Avenue of the Americas, New York, NY 10104
    Processing Offices:    MOMENTUM Administrative Services
                           P.O. Box 2919
                           New York, NY 10116
- --------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should be
read in conjunction with the Separate  Account A prospectus for MOMENTUM,  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,  1-800-528-0204,  or by contacting your Equitable
Life Representative.

- --------------------------------------------------------------------------------
                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------
                                                                            PAGE
- --------------------------------------------------------------------------------
  Part    1    Additional Information about the MOMENTUM Program               2
- --------------------------------------------------------------------------------
  Part    2    How We Deduct the MOMENTUM Quarterly Administrative Charge      2
- --------------------------------------------------------------------------------
  Part    3    Description of Contribution Sources for the MOMENTUM Program    3
- --------------------------------------------------------------------------------
  Part    4    Additional Loan Provisions                                      3
- --------------------------------------------------------------------------------
  Part    5    Automatic Minimum Withdrawal Option                             4
- --------------------------------------------------------------------------------
  Part    6    Accumulation Unit Values                                        4
- --------------------------------------------------------------------------------
  Part    7    Calculation of Annuity Payments                                 4
- --------------------------------------------------------------------------------
  Part    8    The Reorganization                                              6
- --------------------------------------------------------------------------------
  Part    9    Alliance Money Market Fund Yield Information                    6
- --------------------------------------------------------------------------------
  Part   10    Other Alliance Yield Information                                7
- --------------------------------------------------------------------------------
  Part   11    Distribution                                                    7
- --------------------------------------------------------------------------------
  Part   12    Long-Term Market Trends                                         7
- --------------------------------------------------------------------------------
  Part   13    Custodian and Independent Accountants                           9
- --------------------------------------------------------------------------------
  Part   14    Financial Statements                                            9
- --------------------------------------------------------------------------------

 Copyright 1998 The Equitable Life Assurance Society of the United States, 
                            New York, New York 10104
                              All rights reserved.
                              ____________________               Cat. No. 127656
                                   888-1151

<PAGE>
- --------------------------------------------------------------------------------
PART 1 -- ADDITIONAL INFORMATION ABOUT THE MOMENTUM PROGRAM
          MASTER PLAN ELIGIBILITY REQUIREMENTS

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

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

VESTING UNDER THE MASTER PLAN

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

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

Except as described below in the case of certain  non-top heavy plans,  benefits
must  vest in  accordance  with  any of the  schedules  below or one at least as
favorable to Participants as Schedule B or C:
- ------------------------------------------------------------
   YEARS OF      SCHEDULE A     SCHEDULE B     SCHEDULE C
    SERVICE        VESTED         VESTED         VESTED
                 PERCENTAGE     PERCENTAGE     PERCENTAGE
- -------------------------------------------------------------
        1              0%             0%             0%
        2            100             20              0
        3            100             40            100
        4            100             60            100
        5            100             80            100
        6            100            100            100
- -------------------------------------------------------------
If the plan  requires more than one year of service for  participation,  it must
use Schedule A or one at least as favorable to Participants.

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

- -------------------------------------------------------------
                         SCHEDULE F          SCHEDULE G
      YEARS OF             VESTED              VESTED
      SERVICE            PERCENTAGE          PERCENTAGE
- -------------------------------------------------------------
    less than 3               0%                  0%
          3                  20                   0
          4                  40                   0
          5                  60                 100
          6                  80                 100
          7                 100                 100
- -------------------------------------------------------------
BENEFIT DISTRIBUTIONS
If we receive your properly  completed  forms, you will be eligible to receive a
distribution as follows:
- ---------------------------------------------------------------
                      FORM RECEIVED AT     WHEN ELIGIBLE TO
                      THE PROCESSING       RECEIVE
TYPE OF DISTRIBUTION  OFFICE               DISTRIBUTION
- ---------------------------------------------------------------
o Single Sum          N/A                  The 1st Business
  Payments                                 Day that is 7
                                           calendar days
o Annuities                                after the form is
                                           received.
- ---------------------------------------------------------------
o In-Service          N/A                  The Business Day
  Withdrawals                              in which the form
o Hardship                                 is received.
  Withdrawals
o Withdrawals of
  Post-Tax
  Employee
  Contributions
- ---------------------------------------------------------------
o Installment         1st through 25th     The 1st Business
  Payments            Business Day of      Day of the
                      month, inclusive     following calendar
                                           month.

                      26th throught 31st   The 1st Business
                      Business Day of      Day of the second
                      month inclusive      following calendar
                                           month.
- ---------------------------------------------------------------
In order for you to begin receiving benefits  (including annuity payments) under
an individually  designed or prototype defined  contribution plan, your Employer
must send us a properly  completed  request for disbursement  form. We will send
single sum  payments  to your Plan  Trustee as of the close of  business  on the
Business  Day we  receive a  properly  completed  form.  If you wish to  receive
annuity  payments,  your Plan Trustee may purchase an annuity  contract from us.
The annuity contract will be purchased on the Business Day we receive a properly
completed form, and payments will commence on that Business Day.

- --------------------------------------------------------------------------------
PART 2 -- HOW WE DEDUCT THE MOMENTUM QUARTERLY ADMINISTRATIVE CHARGE

Each calendar quarter we currently deduct an administrative  charge of $7.50 or,
if less, .50% of the total of your  Retirement  Account Value plus the amount of
any Active Loan from your Retirement Account Value. No 

                                       2
<PAGE>


- --------------------------------------------------------------------------------
deduction is made,  however,  if your Retirement Account Value equals or exceeds
$25,000.  We will  deduct  this  charge  in a  specified  order of  Sources  and
Investment Options.  The order of Sources is: employer  contributions,  matching
contributions,  qualified  non-elective  and qualified  matching  contributions,
prior plan contributions, elective contributions and post-tax contributions. The
order of Investment  Options is: Guaranteed  Interest  Account,  Alliance Common
Stock,  Alliance  Balanced,  Alliance  Aggressive Stock,  Alliance Money Market,
Alliance Intermediate Government Securities, Alliance Growth Investors, Alliance
Conservative Investors,  Alliance High Yield, Alliance Global, Alliance Growth &
Income, Alliance Equity Index, Alliance Quality Bond, Alliance International and
Alliance Small Cap Growth Funds.  The EQAT Investment  Funds then follow and the
administrative charge will be deducted on a pro rata basis from these Investment
Funds.

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

- --------------------------------------------------------------------------------
PART 3 -- DESCRIPTION OF CONTRIBUTION SOURCES FOR
          THE MOMENTUM PROGRAM

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

EMPLOYER CONTRIBUTIONS

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

MATCHING CONTRIBUTIONS

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

POST-TAX CONTRIBUTIONS

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

SALARY-DEFERRAL CONTRIBUTIONS

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

PRIOR PLAN CONTRIBUTIONS

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

QUALIFIED NON-ELECTIVE AND QUALIFIED MATCHING CONTRIBUTIONS

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

- --------------------------------------------------------------------------------
PART 4 -- ADDITIONAL LOAN PROVISIONS

Under the MOMENTUM  Contract,  (1) the minimum  amount of the loan is $1,000 and
(2) the maximum amount of the loan is 50% of the Participant's vested Retirement
Account  Value.  In no event may any plan loan be greater  than $50,000 less the
highest  outstanding loan balance in the preceding  twelve calendar months.  You
may specify from which  Investment  Options the plan loan is to be deducted when
you request the loan.  The loan term must comply with  applicable  law.  See the
prospectus "Part 8: Federal Tax and ERISA Matters."

If there is a loan outstanding  under an EQUI-VEST  Corporate  Trusteed Contract
and you  convert it to the  MOMENTUM  Contract,  the  retirement  Account  Value
established for the Participant under the MOMENTUM Contract will be equal to the
Annuity Account Value under the EQUI-VEST Contract, less the principal amount of
the loan  outstanding on the effective date of conversion.  That is, the annuity
Account  Value under the  EQUI-VEST  Contract  will be reduced by the  principal
amount of the loan.  Amounts that were in the EQUI-VEST loan reserve  account in
excess of the  principal  balance of the loan may be withdrawn  or  transferred,
subject to any restrictions in the MOMENTUM Contract.

If you, as the employer,  are transferring  plan assets to the MOMENTUM Program,
outstanding  plan loans may also be  transferred  to the MOMENTUM  Contract.  We
refer to these loans as "takeover loans." There will be no contingent withdrawal
charge imposed if a takeover loan defaults.  Nor will such loans,  if defaulted,
be deemed  withdrawals  for purposes of calculating  the minimum death benefits.
Repayments of takeover loans


                                       3
<PAGE>

will be allocated to the  Guaranteed  Interest  Account.  Loans  converted  from
EQUI-VEST Corporate Trusteed to MOMENTUM are not takeover loans.

- --------------------------------------------------------------------------------
PART 5 -- AUTOMATIC MINIMUM WITHDRAWAL OPTION

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------
PART 6 -- 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 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
     Trusts.  This share value is after  deduction for investment  advisory fees
     and other fees and direct expenses of the Trusts.

(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 7 -- CALCULATION OF ANNUITY PAYMENTS

The  calculation of monthly  annuity payment 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.  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 


                                       4
<PAGE>
- --------------------------------------------------------------------------------
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 guarantee
in the 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.  The EQAT
Investment  Funds are not  available  under the  variable  annuity  distribution
option.  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 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 Retirement
Account  Value 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 1997,  the annuity  payment due in December 1997 would
be $95.19 (the number of units (26.74) times $3.56).

   
The examples on the next page 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 3.5% and 5.0%,
respectively:
    


                                       5
<PAGE>

<TABLE>
<CAPTION>


- -----------------------------------------------------------------------------------------------------------------------
                                                              ONE         THREE        FIVE        TEN        SINCE
                                                BASE RATE     YEAR        YEARS       YEARS       YEARS     INCEPTION
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>      <C>        <C>          <C>         <C>        <C>      
Alliance Money Market                              3.50%    $717.16    $   725.87   $   706.23  $   775.03 $        --
                                                   5.00%     787.16        773.69       731.23      747.74          --
Alliance Intermediate Government Securities        3.50%     728.38        778.12       747.57          --      813.37
                                                   5.00%     799.48        829.71       774.22          --      821.10
Alliance Quality Bond                              3.50%     737.31        825.77           --          --      734.38
                                                   5.00%     809.28        880.52           --          --      768.93
Alliance High Yield                                3.50%     798.22      1,068.47     1,162.15    1,458.07          --
                                                   5.00%     876.13      1,139.31     1,203.58    1,403.77          --
Alliance Growth & Income                           3.50%     857.86      1,161.06           --          --    1,084.51
                                                   5.00%     941.61      1,238.05           --          --    1,135.56
Alliance Equity Index                              3.50%     873.06      1,324.64           --          --    1,286.44
                                                   5.00%     958.29      1,412.48           --          --    1,355.14
Alliance Common Stock                              3.50%     853.22      1,275.03     1,414.10    2,251.30          --
                                                   5.00%     936.51      1,359.81     1,465.79    2,179.16          --
Alliance Global                                    3.50%     777.03        961.08     1,214.09    1,637.45    1,396.90
                                                   5.00%     852.89      1,024.81     1,257.38    1,576.48    1,338.13
Alliance International                             3.50%     712.64            --           --          --      796.61
                                                   5.00%     782.22            --           --          --      852.61
Alliance Aggressive Stock                          3.50%     814.16      1,190.22     1,216.25    2,724.19          --
                                                   5.00%     893.65      1,268.54     1,257.07    2,610.16          --
Alliance Small Cap Growth                          3.50%         --            --           --          --      780.00
                                                   5.00%         --            --           --          --      862.28
The Alliance Asset Allocation Series:
Alliance Conservative Investors                    3.50%     767.80        883.47       852.64          --    1,014.73
                                                   5.00%     842.75        942.04       883.04          --    1,002.28
Alliance Balanced                                  3.50%     787.51        956.52       897.55    1,409.69          --
                                                   5.00%     864.38      1,020.08       929.93    1,363.90          --
Alliance Growth Investors                          3.50%     803.39      1,038.49     1,053.33          --    1,620.21
                                                   5.00%     881.82      1,107.35     1,090.89          --    1,600.34
</TABLE>


- --------------------------------------------------------------------------------
PART 8 -- THE REORGANIZATION

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

On December 18, 1987, the  Predecessor  Separate  Accounts were combined in part
and  reorganized  into the Alliance Money Market,  Alliance  Balanced,  Alliance
Common Stock and Alliance  Aggressive  Stock Funds of the Separate  Account.  In
connection  with the  Reorganization,  all of the assets and  investment-related
liabilities  of  the  Predecessor   Separate  Accounts  were  transferred  to  a
corresponding  portfolio  of The  Equitable  Trust in exchange for shares of the
portfolios  of The  Equitable  Trust,  which were issued to these  corresponding
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 9 -- 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 


                                       6
<PAGE>

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

The effective yield is obtained by modifying the current yield to give effect to
the  compounding  nature of the Alliance  Money Market  Fund's  investments,  as
follows:  the  unannualized  adjusted base period return is compounded by adding
one to the adjusted base period return,  raising the sum to a power equal to 365
divided by 7, and subtracting one from the result, i.e., effective yield = (base
period  return + 1)  [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. The Alliance Money Market Fund yields
should not be compared to the return on fixed-rate  investments  which guarantee
rates of interest for specified periods, such as the Guaranteed Interest Account
or bank deposits.  The yield should not be compared to the yield of money market
funds made  available to the general  public  because  their yields  usually are
calculated  on the  basis of a  constant  $1 price  per  share  and they pay out
earnings in dividends which accrue on a daily basis.

The seven-day current yield for the Alliance Money Market Fund was 3.88% for the
period ended  December  31, 1997.  The  effective  yield for the Alliance  Money
Market  Fund for that  period  was  3.96%.  Because  these  yields  reflect  the
deduction of Separate Account expenses,  including the quarterly  administrative
charge,  they are lower than the  corresponding  yield  figures for the Alliance
Money Market Portfolio which reflect only the deduction of Trust-level expenses.

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

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 4.02% for the
Alliance Intermediate Government Securities Fund, 4.44% for the Alliance Quality
Bond Fund and 8.73% 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 11 -- 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
the Trusts 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 1290 Avenue of Americas,  New York, New York 10101. MOMENTUM
is sold by Equitable Life Representatives 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
Momemtum Contract is intended to be continuous.
    

- --------------------------------------------------------------------------------
PART 12 -- 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  


                                       7
<PAGE>


- --------------------------------------------------------------------------------
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 allocating  some or all of their  Annuity or  Retirement  Account
Value to those Investment Funds that invest in stocks.

                    Growth of $1 Invested on January 1, 1957
                      (Values as of the 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]

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

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

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

The following  chart  illustrates  average  annual rates of return over selected
time periods between December 31, 1926 and December 31, 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  charges for HRT or EQAT,  as  applicable  and Separate  Account
charges), see "Investment Fund Performance" in Part 3 of the prospectus.


                                       8
<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 13 -- 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 14 -- 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.


                                       9


<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.




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




                                     FSA-2
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT 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




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission