EQUITABLE LIFE INSURANCE CO OF IOWA SEPARATE ACCOUNT A, 497, 1996-02-22

EQUITABLE LIFE INSURANCE CO OF IOWA SEPARATE ACCOUNT A
497, 1996-02-22

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<PAGE> 1

EQUITABLE LIFE INSURANCE COMPANY OF IOWA

<TABLE>
<S> <C>
Home Office & Annuity Service
Center: Mailing Address:
604 Locust Street P.O. Box 9271
Des Moines, Iowa 50309 Des Moines, Iowa 50306-9271
(800) 648-6810
</TABLE>

INDIVIDUAL FLEXIBLE PURCHASE PAYMENT DEFERRED VARIABLE AND
FIXED ANNUITY CONTRACTS

ISSUED BY

EQUITABLE LIFE INSURANCE COMPANY OF IOWA SEPARATE ACCOUNT A

AND

EQUITABLE LIFE INSURANCE COMPANY OF IOWA

The Individual Flexible Purchase Payment Deferred Variable and Fixed
Annuity Contracts (the "Contracts") described in this Prospectus provide for
accumulation of Contract Values on a fixed and variable basis and payment of
monthly annuity payments on a fixed basis. The Contracts are designed for use by
individuals in retirement plans on a Non-Qualified basis. (See "Definitions" on
Page 1.)

At the Owner's direction, Purchase Payments for the Contracts will be
allocated to a segregated investment account of Equitable Life Insurance Company
of Iowa (the "Company") which account has been designated Equitable Life
Insurance Company of Iowa Separate Account A (the "Separate Account") or to the
Company's Fixed Account. Under certain circumstances, however, Purchase Payments
may initially be allocated to the Smith Barney Money Market Subaccount of the
Separate Account. (See "Highlights" on Page 2.) The Separate Account invests in
shares of the following Investment Options: Equi-Select Series Trust (see
"Equi-Select Series Trust" on Page 8), Smith Barney/Travelers Series Fund Inc.
(see "Smith Barney/Travelers Series Fund Inc." on Page 9) and Smith Barney
Series Fund (see "Smith Barney Series Fund" on Page 10). Equi-Select Series
Trust is a series fund with ten Portfolios, three of which are currently
available in connection with the Contracts offered herein -- the OTC Portfolio,
the Research Portfolio and the Total Return Portfolio. Smith Barney/Travelers
Series Fund Inc. is a series fund with eleven Portfolios, four of which are
currently available in connection with the Contracts: Smith Barney Income and
Growth Portfolio, Smith Barney International Equity Portfolio, Smith Barney High
Income Portfolio and Smith Barney Money Market Portfolio. Smith Barney Series
Fund is a series fund with ten Portfolios, one of which is currently available
in connection with the Contracts -- the Appreciation Portfolio.

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY FINANCIAL INSTITUTION AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
INVESTMENT IN THE CONTRACTS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF THE
OWNER'S INVESTMENT TO FLUCTUATE, AND WHEN THE CONTRACTS ARE SURRENDERED, THE
VALUE MAY BE HIGHER OR LOWER THAN THE PURCHASE PAYMENTS.

This Prospectus concisely sets forth the information a prospective investor
should know before investing. Additional information about the Contracts is
contained in the Statement of Additional Information which is available at no
charge. The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. The
Table of Contents of the Statement of Additional Information can be found on
Page 27 of this Prospectus. For the Statement of Additional Information, call
(800) 648-6810 or write to the Company at the address listed above.

INQUIRIES:

Any inquiries can be made by telephone or in writing to Equitable Life
Insurance Company of Iowa at (800) 648-6810 or P.O. Box 9271, Des Moines, Iowa
50306-9271.

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.

This Prospectus and the Statement of Additional Information are dated
February 9, 1996.

This Prospectus should be kept for future reference.
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS........................................................................... 1
HIGHLIGHTS............................................................................ 2
FEE TABLE............................................................................. 4
CONDENSED FINANCIAL INFORMATION....................................................... 7
THE COMPANY........................................................................... 8
THE SEPARATE ACCOUNT.................................................................. 8
INVESTMENT OPTIONS.................................................................... 8
Equi-Select Series Trust............................................................ 8
Smith Barney/Travelers Series Fund Inc. ............................................ 9
Smith Barney Series Fund............................................................ 10
Voting Rights....................................................................... 10
Substitution of Securities.......................................................... 10
CHARGES AND DEDUCTIONS................................................................ 11
Deduction for Withdrawal Charge (Sales Load)........................................ 11
Reduction or Elimination of the Withdrawal Charge................................... 12
Deduction for Mortality and Expense Risk Charge..................................... 12
Deduction for Administrative Charge................................................. 12
Deduction for Annual Contract Maintenance Charge.................................... 13
Deduction for Premium Taxes......................................................... 13
Deduction for Income Taxes.......................................................... 13
Deduction for Investment Option Expenses............................................ 13
Deduction for Transfer Fee.......................................................... 14
THE CONTRACTS......................................................................... 14
Ownership........................................................................... 14
Annuitant........................................................................... 14
Assignment.......................................................................... 14
Beneficiary......................................................................... 14
PURCHASE PAYMENTS AND CONTRACT VALUE.................................................. 15
Purchase Payments................................................................... 15
Allocation of Purchase Payments..................................................... 15
Dollar Cost Averaging............................................................... 16
Automatic Portfolio Rebalancing..................................................... 16
Contract Value...................................................................... 16
Accumulation Unit................................................................... 17
TRANSFERS............................................................................. 17
WITHDRAWALS........................................................................... 18
Automatic Withdrawals............................................................... 18
Suspension of Payments or Transfers................................................. 19
CONTRACT PROCEEDS..................................................................... 19
Maturity Proceeds................................................................... 19
Death Proceeds...................................................................... 19
Death of the Annuitant.............................................................. 20
Death of Owner...................................................................... 20
Fixed Payment Plans................................................................. 21
Plan A. Interest................................................................. 21
Plan B. Fixed Period............................................................. 21
Plan C. Life Income.............................................................. 22
</TABLE>

i
<PAGE> 3

TABLE OF CONTENTS -- (CONTINUED)

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DISTRIBUTOR........................................................................... 22
PERFORMANCE INFORMATION............................................................... 22
Money Market Portfolio.............................................................. 22
Other Portfolios.................................................................... 22
TAX STATUS............................................................................ 23
General............................................................................. 23
Diversification..................................................................... 24
Multiple Contracts.................................................................. 25
Contracts Owned by Other than Natural Persons....................................... 25
Tax Treatment of Assignments........................................................ 25
Income Tax Withholding.............................................................. 25
Tax Treatment of Withdrawals........................................................ 25
FINANCIAL STATEMENTS.................................................................. 26
LEGAL PROCEEDINGS..................................................................... 26
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.......................... 27
</TABLE>

ii
<PAGE> 4

DEFINITIONS

ACCUMULATION PERIOD -- The period during which Purchase Payments may be
made prior to the Maturity Date.

ACCUMULATION UNIT -- A unit of measure used to calculate the Contract Value
in a Subaccount of the Separate Account prior to the Maturity Date.

AGE -- The Annuitant's age on his or her last birthday.

ANNUITANT -- The natural person on whose life Annuity Payments are based.

ANNUITY PAYMENTS -- The series of payments after the Maturity Date under
the Payment Plan selected.

BENEFICIARY -- The person the Owner has chosen to receive the Proceeds on
the Annuitant's death as shown on the Company's records. There may be different
classes of Beneficiaries, such as primary and contingent. These classes set the
order of payment. There may be more than one Beneficiary in a class.

COMPANY -- Equitable Life Insurance Company of Iowa.

CONTRACT ANNIVERSARY -- An anniversary of the Issue Date of the Contract.

CONTRACT YEAR -- One year from the Issue Date and from each Contract
Anniversary.

FIXED ACCOUNT -- The Company's general investment account which contains
all the assets of the Company with the exception of the Separate Account and
other segregated asset accounts.

INVESTMENT OPTION -- An investment entity the Company may make available
from time to time.

ISSUE DATE/DATE OF ISSUE -- The effective date of the Contract.

MATURITY DATE -- The date on which Annuity Payments begin.

NON-QUALIFIED CONTRACTS -- Contracts issued under non-qualified plans which
do not receive favorable tax treatment under Sections 401, 403(b) or 408 of the
Internal Revenue Code of 1986, as amended (the "Code").

OWNER -- The person(s) who owns the Contract. The Owner may be someone
other than the Annuitant. There may be Joint Owners.

PORTFOLIO -- A segment of an Investment Option which constitutes a separate
and distinct class of shares.

PROCEEDS -- Proceeds are the amounts payable under the Contract.

PURCHASE PAYMENT -- An amount paid to the Company to provide benefits under
the Contract. A Purchase Payment does not include transfers between the Separate
Account and the Fixed Account or among Subaccounts.

PURCHASE PAYMENT ANNIVERSARY -- The anniversary of a Purchase Payment.

SEPARATE ACCOUNT -- A separate investment account of the Company designated
as Equitable Life Insurance Company of Iowa Separate Account A, into which
Purchase Payments or Contract Values may be allocated.

SUBACCOUNT -- A segment of the Separate Account representing an investment
in an Investment Option.

VALUATION DATE -- The Separate Account will be valued each day that the New
York Stock Exchange and the Company's Annuity Service Center both are open for
business.

VALUATION PERIOD -- The period beginning at the close of business of the
New York Stock Exchange on each Valuation Date and ending at the close of
business for the next succeeding Valuation Date.

1
<PAGE> 5
HIGHLIGHTS

Within twenty (20) days of the date of receipt of the Contract by the Owner
(or within ten (10) days of the date of receipt with respect to the
circumstances described in (a) below or in states where required or, within
thirty (30) days in the case of a Contract issued in the state of California to
an individual who is sixty (60) years of age or older), it may be returned by
delivering or mailing it to the Company at its Annuity Service Center. When the
Contract is received at the Annuity Service Center, the Company will refund the
Contract Value computed at the end of the Valuation Period during which the
Contract is received by the Company except in the following circumstances: (a)
in those states which require the Company to refund Purchase Payments, less
withdrawals; or (b) in the case of Contracts which are deemed by certain states
to be replacing an existing annuity or insurance contract and which require the
Company to refund Purchase Payments, less withdrawals. With respect to the
circumstances described in (a) and (b) above, the Company will refund the
greater of Purchase Payments, less any withdrawals, or the Contract Value, and
will allocate initial purchase payments to the Money Market Subaccount until the
expiration of fifteen days from the Issue Date (or twenty-five days in the case
of Contracts described under (b) above). Upon the expiration of the fifteen day
period (or twenty-five day period with respect to Contracts described under
(b)), the Subaccount value of the Money Market Subaccount will be allocated to
the Separate Account or Fixed Account in accordance with the election made by
the Owner in the Application.

A Withdrawal Charge (sales load) may be deducted in the event of a
withdrawal of all or a portion of the Contract Value. The Withdrawal Charge
percentages are based upon the number of Purchase Payment Anniversaries that
Purchase Payments have remained in the Contract before being withdrawn:

TABLE OF WITHDRAWAL CHARGES

<TABLE>
<CAPTION>
PURCHASE PAYMENT ANNIVERSARY WITHDRAWAL CHARGE
- ---------------------------- ----------------------------------
<S> <C> <C>
8% of the Purchase Payment
1........................................................ withdrawn
7% of the Purchase Payment
2........................................................ withdrawn
6% of the Purchase Payment
3........................................................ withdrawn
5% of the Purchase Payment
4........................................................ withdrawn
4% of the Purchase Payment
5........................................................ withdrawn
3% of the Purchase Payment
6........................................................ withdrawn
2% of the Purchase Payment
7........................................................ withdrawn
1% of the Purchase Payment
8........................................................ withdrawn
0% of the Purchase Payment
9 and after.............................................. withdrawn
</TABLE>

For each Contract Year after the first, the Owner may make a withdrawal
without the imposition of a Withdrawal Charge of an amount equal to 10% of the
total of all Purchase Payments at the beginning of the Contract Year, less any
Purchase Payments previously withdrawn. Any withdrawals without a Withdrawal
Charge not used in a Contract Year may not be used in any subsequent Contract
Year. (See "Charges and Deductions -- Deduction for Withdrawal Charge (Sales
Load)" on Page 11.) With respect to the assessment of a Withdrawal Charge, the
distribution of Purchase Payments from within a Subaccount or the Fixed Account
is on a first-in, first-out basis. (See "Withdrawals" on Page 18.)

There is a Mortality and Expense Risk Charge which is equal, on an annual
basis, to 1.25% of the average daily net asset value of the Separate Account.
This Charge compensates the Company for assuming the mortality and expense risks
under the Contracts. (See "Charges and Deductions -- Deduction for Mortality and
Expense Risk Charge" on Page 12.)

2
<PAGE> 6

There is an Administrative Charge which is equal, on an annual basis, to
.15% of the average daily net asset value of the Separate Account. This Charge
compensates the Company for costs associated with the administration of the
Contracts and the Separate Account. (See "Charges and Deductions -- Deduction
for Administrative Charge" on Page 12.)

There is an Annual Contract Maintenance Charge of $30 each Contract Year
prior to the Maturity Date. (See "Charges and Deductions -- Deduction for Annual
Contract Maintenance Charge" on Page 13.)

Premium taxes or other taxes payable to a state or other governmental
entity will be charged against the Contract Values. Premium taxes generally
range from 0% to 4%. (See "Charges and Deductions -- Deduction for Premium
Taxes" on Page 13.)

Under certain circumstances, a Transfer Fee may be assessed when an Owner
transfers Contract Values from one Subaccount to another Subaccount or to or
from the Fixed Account. (See "Charges and Deductions -- Deduction for Transfer
Fee" on Page 14.)

There is a ten percent (10%) federal income tax penalty applied to the
income portion of any distribution from Non-Qualified Contracts. However, the
penalty is not imposed on amounts received: (a) after the taxpayer reaches age
59 1/2; (b) after the death of the Owner; (c) if the taxpayer is totally
disabled (for this purpose disability is as defined in Section 72(m)(7) of the
Code); (d) in a series of substantially equal periodic payments made not less
frequently than annually for the life (or life expectancy) of the taxpayer and
his or her Beneficiary; (e) under an immediate annuity; or (f) which are
allocable to purchase payments made prior to August 14, 1982. The Contract
provides that upon the death of the Annuitant prior to the Maturity Date, the
Death Proceeds will be paid to the named Beneficiary. Such payments made upon
the death of the Annuitant who is not the Owner of the Contract do not qualify
for the death of Owner exception described above, and will be subject to the ten
percent (10%) distribution penalty unless the Beneficiary is 59 1/2 or one of
the other exceptions to the penalty applies. For federal income tax purposes,
withdrawals are deemed to be on a last-in, first-out basis. For a further
discussion of the taxation of the Contracts, see "Tax Status" on Page 23.

See "Tax Status -- Diversification" for a discussion of owner control of
the underlying investments in a variable annuity contract.

Because of certain exemptive and exclusionary provisions, interests in the
Fixed Account are not registered under the Securities Act of 1933 and the Fixed
Account is not registered as an investment company under the Investment Company
Act of 1940, as amended. Accordingly, neither the Fixed Account nor any
interests therein are subject to the provisions of these Acts and the Company
has been advised that the staff of the Securities and Exchange Commission has
not reviewed the disclosures in the Prospectus relating to the Fixed Account.
Disclosures regarding the Fixed Account may, however, be subject to certain
generally applicable provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

3
<PAGE> 7

EQUITABLE LIFE INSURANCE COMPANY OF IOWA SEPARATE ACCOUNT A
FEE TABLE

OWNER TRANSACTION EXPENSES

Withdrawal Charge (see Note 2 below)
(as a percentage of Purchase Payments withdrawn)

<TABLE>
<CAPTION>
PURCHASE PAYMENT ANNIVERSARY CHARGE
---------------------------- ------
<S> <C> <C>
1........................................................... 8%
2........................................................... 7%
3........................................................... 6%
4........................................................... 5%
5........................................................... 4%
6........................................................... 3%
7........................................................... 2%
8........................................................... 1%
9+.......................................................... 0
Transfer Fee (see Note 3 below).............. No charge for first 12 transfers in a
Contract Year; thereafter the fee is the
lesser of 2% of the Contract Value
transferred or an amount not greater than
$25.
Annual Contract Maintenance Charge........... $30 per Contract per year
</TABLE>

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

<TABLE>
<S> <C>
Mortality and Expense Risk Charge................................ 1.25%
Administrative Charge............................................ .15%
-----
Total Separate Account Annual Expenses........................... 1.40%
</TABLE>

EQUI-SELECT SERIES TRUST'S ANNUAL EXPENSES
(as a percentage of the average daily net assets of the Portfolio)

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
FEES* EXPENSES** EXPENSES
---------- ---------- ------------
<S> <C> <C> <C>
OTC Portfolio............................................. .80% .75% 1.55%
Research Portfolio........................................ .80% .75% 1.55%
Total Return Portfolio.................................... .80% .75% 1.55%
</TABLE>

- -------------------------
* PRIOR TO OCTOBER 6, 1995, EQUITABLE INVESTMENT SERVICES, INC. ("EISI"), THE
TRUST'S INVESTMENT ADVISER, WAIVED ITS MANAGEMENT FEES FOR EACH OF THE
PORTFOLIOS.

** BEGINNING OCTOBER 6, 1995, EISI HAS UNDERTAKEN TO REIMBURSE EACH PORTFOLIO
FOR ALL OPERATING EXPENSES, EXCLUDING MANAGEMENT FEES, THAT EXCEED .75% OF
THE AVERAGE DAILY NET ASSETS OF THE OTC, TOTAL RETURN AND RESEARCH
PORTFOLIOS. THIS VOLUNTARY EXPENSE REIMBURSEMENT CAN BE TERMINATED AT ANY
TIME.

4
<PAGE> 8

SMITH BARNEY/TRAVELERS SERIES FUND INC.'S ANNUAL EXPENSES
(as a percentage of the average daily net assets of a Portfolio)

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
FEES EXPENSES EXPENSES
---------- -------- ------------
<S> <C> <C> <C>
Smith Barney Income and Growth Portfolio*................... .65% .29% .94%
Smith Barney International Equity Portfolio................. .90% .54% 1.44%
Smith Barney High Income Portfolio*......................... .60% .47% 1.07%
Smith Barney Money Market Portfolio*........................ .60% .34% .94%
</TABLE>

- -------------------------
* SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC., THE FUND'S INVESTMENT MANAGER,
WAIVED ALL OR PART OF ITS MANAGEMENT FEES FOR THE YEAR ENDED OCTOBER 31, 1995
FOR THE SMITH BARNEY INCOME AND GROWTH PORTFOLIO, SMITH BARNEY HIGH INCOME
PORTFOLIO AND SMITH BARNEY MONEY MARKET PORTFOLIO SUCH THAT THE ACTUAL TOTAL
ANNUAL EXPENSES CHARGED TO EACH PORTFOLIO IN 1995 WERE .73%, .70% AND .65%,
RESPECTIVELY. THIS VOLUNTARY FEE WAIVER CAN BE TERMINATED AT ANY TIME.

SMITH BARNEY SERIES FUND'S ANNUAL EXPENSES
(as a percentage of the average daily net assets of the Portfolio)

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL OPERATING
FEES EXPENSES EXPENSES
---------- -------- ---------------
<S> <C> <C> <C>
Appreciation Portfolio.................................... 0.75% 0.13% 0.88%
</TABLE>

5
<PAGE> 9

EXAMPLES

An Owner would pay the following expenses on a $1,000 investment, assuming
a 5% annual return on assets:

(a) if the Contract is fully surrendered at the end of each time period;

(b) if the Contract is not surrendered;

<TABLE>
<CAPTION>
TIME PERIODS
----------------------------------------------------
EQUI-SELECT SERIES TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
OTC Portfolio................................ a) $110.89 a) $148.32 a) $196.03 a) $334.89
b) $ 30.89 b) $ 94.32 b) $160.03 b) $334.89
c) $110.89 c) $148.32 c) $196.03 c) $334.89
Research Portfolio........................... a) $110.89 a) $148.32 a) $196.03 a) $334.89
b) $ 30.89 b) $ 94.32 b) $160.03 b) $334.89
c) $110.89 c) $148.32 c) $196.03 c) $334.89
Total Return Portfolio....................... a) $110.89 a) $148.32 a) $196.03 a) $334.89
b) $ 30.89 b) $ 94.32 b) $160.03 b) $334.89
c) $110.89 c) $148.32 c) $196.03 c) $334.89
SMITH BARNEY/TRAVELERS SERIES FUND INC.
- ---------------------------------------------
Smith Barney Income and Growth Portfolio..... a) $107.89 a) $139.42 a) $181.35 a) $306.45
b) $ 27.89 b) $ 85.42 b) $145.35 b) $306.45
c) $107.89 c) $139.42 c) $181.35 c) $306.45
Smith Barney International Equity
Portfolio.................................. a) $110.39 a) $146.84 a) $193.60 a) $330.21
b) $ 30.39 b) $ 92.84 b) $157.60 b) $330.21
c) $110.39 c) $146.84 c) $193.60 c) $330.21
Smith Barney High Income Portfolio........... a) $107.89 a) $139.42 a) $181.35 a) $306.45
b) $ 27.89 b) $ 85.42 b) $145.35 b) $306.45
c) $107.89 c) $139.42 c) $181.35 c) $306.45
Smith Barney Money Market Portfolio.......... a) $107.89 a) $139.42 a) $181.35 a) $306.45
b) $ 27.89 b) $ 85.42 b) $145.35 b) $306.45
c) $107.89 c) $139.42 c) $181.35 c) $306.45
SMITH BARNEY SERIES FUND
- ---------------------------------------------
Appreciation Portfolio....................... a) $104.19 a) $128.33 a) $162.94 a) $270.09
b) $ 24.19 b) $ 74.33 b) $126.94 b) $270.09
c) $104.19 c) $128.33 c) $162.94 c) $270.09
</TABLE>

NOTES TO FEE TABLE AND EXAMPLES

1. The purpose of the Fee Table is to assist the Owner in understanding the
various costs and expenses that an Owner will incur directly or
indirectly. For additional information, see "Charges and Deductions" in
this Prospectus and the Prospectuses for Equi-Select Series Trust, Smith
Barney/ Travelers Series Fund Inc. and Smith Barney Series Fund.

2. For each Contract Year after the first, the Owner may make a withdrawal
without the imposition of a Withdrawal Charge of an amount equal to 10%
of the total of all Purchase Payments at the beginning of the Contract
Year, less any Purchase Payments previously withdrawn. Any withdrawals
without a Withdrawal Charge not used in a Contract Year may not be used
in a subsequent Contract Year.

3. If the Owner is participating in the Automatic Portfolio Rebalancing
program or the Dollar Cost Averaging program providing for the automatic
transfer of funds from a Subaccount or the Fixed Account to any other
Subaccount, such transfers are currently not taken into account in
determining the number of transfers for the year or in determining any
Transfer Fee. (See "Charges and Deductions -- Deduction for Transfer
Fee" on Page 14, "Purchase Payments and Contract Value -- Dollar Cost
Averaging" on Page 16 and "Purchase Payments and Contract Value --
Automatic Portfolio Rebalancing" on Page 16.)

6
<PAGE> 10

4. Premium taxes are not reflected. Premium taxes may apply. (See "Charges
and Deductions -- Deduction for Premium Taxes" on Page 13.)

5. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

CONDENSED FINANCIAL INFORMATION

The financial statements of Equitable Life Insurance Company of Iowa and
Equitable Life Insurance Company of Iowa Separate Account A may be found in the
Statement of Additional Information.

The table below gives per unit information about the financial history of
the OTC Portfolio, Research Portfolio and Total Return Portfolio of Equi-Select
Series Trust from commencement of operations (October 7, 1994) to December 31,
1995 and of the available Portfolios of Smith Barney/Travelers Series Fund Inc.
from commencement of operations (April 5, 1995 for the Smith Barney Income and
Growth Portfolio; March 27, 1995 for the Smith Barney International Equity
Portfolio; April 28, 1995 for the Smith Barney High Income Portfolio; and May
24, 1995 for the Smith Barney Money Market Portfolio) to December 31, 1995. This
information should be read in conjunction with the financial statements and
related notes of the Separate Account included in the Statement of Additional
Information.

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED COMMENCEMENT OF OPERATIONS
EQUI-SELECT SERIES TRUST DECEMBER 31, 1995 TO DECEMBER 31, 1994
----------------- --------------------------
<S> <C> <C>
OTC PORTFOLIO
Unit value at beginning of period.................. $10.35 $10.00
Unit value at end of period........................ $13.21 $10.35
No. of units outstanding at end of period.......... 759,597 63,781
RESEARCH PORTFOLIO
Unit value at beginning of period.................. $9.72 $10.00
Unit value at end of period........................ $13.10 $9.72
No. of units outstanding at end of period.......... 1,255,752 69,177
TOTAL RETURN PORTFOLIO
Unit value at beginning of period.................. $9.81 $10.00
Unit value at end of period........................ $12.05 $9.81
No. of units outstanding at end of period.......... 1,312,565 33,106
</TABLE>

<TABLE>
<CAPTION>
PERIOD FROM
COMMENCEMENT OF OPERATIONS
SMITH BARNEY/TRAVELERS SERIES FUND INC. TO DECEMBER 31, 1995
- --------------------------------------------------------------------- --------------------------
<S> <C>
SMITH BARNEY INCOME AND GROWTH PORTFOLIO
Unit value at beginning of period (4-5-95)......................... $10.00
Unit value at end of period........................................ $12.05
No. of units outstanding at end of period.......................... 295,134
SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO
Unit value at beginning of period (3-27-95)........................ $10.00
Unit value at end of period........................................ $11.56
No. of units outstanding at end of period.......................... 154,388
SMITH BARNEY HIGH INCOME PORTFOLIO
Unit value at beginning of period (4-28-95)........................ $10.00
Unit value at end of period........................................ $10.94
No. of units outstanding at end of period.......................... 72,283
SMITH BARNEY MONEY MARKET PORTFOLIO
Unit value at beginning of period (5-24-95)........................ $10.00
Unit value at end of period........................................ $10.23
No. of units outstanding at end of period.......................... 125,048
</TABLE>

7
<PAGE> 11

THE COMPANY

Equitable Life Insurance Company of Iowa (the "Company") was founded in
Iowa in 1867 and is the oldest life insurance company west of the Mississippi.
The Company is currently licensed to do business in the District of Columbia and
all states except Maine, New Hampshire, New York and Vermont. The Company is a
wholly-owned subsidiary of Equitable of Iowa Companies, an Iowa corporation.

THE SEPARATE ACCOUNT

The Board of Directors of the Company adopted a resolution to establish a
segregated asset account pursuant to Iowa insurance law on January 24, 1994.
This segregated asset account has been designated Equitable Life Insurance
Company of Iowa Separate Account A (the "Separate Account"). The Company has
caused the Separate Account to be registered with the Securities and Exchange
Commission as a unit investment trust pursuant to the provisions of the
Investment Company Act of 1940.

The assets of the Separate Account are the property of the Company.
However, the assets of the Separate Account equal to the reserves and other
contract liabilities with respect to the Separate Account, are not chargeable
with liabilities arising out of any other business the Company may conduct.
Income, gains and losses, whether or not realized, are, in accordance with the
Contracts, credited to or charged against the Separate Account without regard to
other income, gains or losses of the Company. The Company's obligations arising
under the Contracts are general obligations.

The Separate Account meets the definition of a "separate account" under
federal securities laws.

The Separate Account is divided into Subaccounts, with the assets of each
Subaccount invested in one Portfolio of Equi-Select Series Trust, Smith
Barney/Travelers Series Fund Inc., or Smith Barney Series Fund. There is no
assurance that the investment objectives of any of the Portfolios will be met.
Owners bear the complete investment risk for Purchase Payments allocated to a
Subaccount. Contract Values will fluctuate in accordance with the investment
performance of the Subaccounts to which Purchase Payments are allocated, and in
accordance with the imposition of the fees and charges assessed under the
Contracts.

INVESTMENT OPTIONS

EQUI-SELECT SERIES TRUST

Equi-Select Series Trust ("Trust") has been established to act as one of
the funding vehicles for the Contracts offered. The Trust is managed by
Equitable Investment Services, Inc. ("EISI") which is a wholly-owned subsidiary
of the Equitable of Iowa Companies. EISI has retained a Sub-Adviser for the OTC,
Research and Total Return Portfolios to make investment decisions and place
orders. The Sub-Adviser for the Portfolios is Massachusetts Financial Services
Company. See "Management of the Trust" in the Trust Prospectus, which
accompanies this Prospectus, for additional information concerning EISI and the
Sub-Adviser, including a description of advisory and sub-advisory fees.
Purchasers should read this Prospectus and the Prospectus for the Trust
carefully before investing.

The Trust is an open-end management investment company. While a brief
summary of the investment objective of the available Portfolios are set forth
below, more comprehensive information, including a discussion of potential
risks, is found in the current Prospectus for the Trust which is included with
this Prospectus. Additional Prospectuses and the Statement of Additional
Information can be obtained by calling or writing the Company's Home Office.

The investment objectives of the Portfolios are as follows:

OTC PORTFOLIO. The investment objective of the OTC Portfolio is to seek to
obtain long-term growth of capital. The Portfolio seeks to achieve its objective
by investing at least 65% of its assets, under normal circumstances, in
securities principally traded on the over-the-counter (OTC) securities market.

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RESEARCH PORTFOLIO. The Research Portfolio seeks to provide long-term
growth of capital and future income by investing a substantial portion of its
assets in the common stocks or securities convertible into common stocks of
companies believed to possess better than average prospects for long-term
growth. A smaller proportion of the assets may be invested in bonds, short-term
obligations, preferred stocks or common stocks whose principal characteristic is
income production rather than growth. The Portfolio securities of the Research
Portfolio are selected by the investment research analysts in the Equity
Research Group of the Sub-Adviser. The Portfolio's assets are allocated to
economic sectors (e.g. health care, technology, consumer staples) and then to
industry groups within these sectors (e.g. within the health care sector, the
managed care, drug and medical supply industries). The allocation by sector and
industry is determined by the analysts acting together as a group.

TOTAL RETURN PORTFOLIO. The Total Return Portfolio primarily seeks to
obtain above-average income (compared to a portfolio entirely invested in equity
securities) consistent with the prudent employment of capital. While current
income is the primary objective, the Portfolio believes that there should also
be a reasonable opportunity for growth of capital and income since many
securities offering a better than average yield may also possess growth
potential. Generally, at least 40% of the Portfolio's assets will be invested in
equity securities.

SMITH BARNEY/TRAVELERS SERIES FUND INC.

Smith Barney/Travelers Series Fund Inc. ("Fund") is an investment company
underlying certain variable annuity and variable life insurance contracts. The
Fund is managed by Smith Barney Mutual Funds Management Inc. ("SBMFM" or
"Manager"). SBMFM is a wholly-owned subsidiary of Smith Barney Holdings Inc.
Smith Barney Holdings Inc. is a wholly-owned subsidiary of Travelers Group Inc.
which is a financial services holding company engaged, through its subsidiaries,
principally in four business segments: Investment Services, Consumer Finance
Services, Life Insurance Services and Property & Casualty Insurance Services.

The Fund is an open-end management investment company. While a brief
summary of the investment objectives is set forth below, more comprehensive
information, including a discussion of potential risks, is found in the current
Prospectus for the Fund, which is included with this Prospectus. Additional
Prospectuses and the Statement of Additional Information can be obtained by
calling or writing the Company's Home Office.

The Fund is intended to meet differing investment objectives with its
currently available separate Portfolios.

The investment objectives of the Portfolios are as follows:

SMITH BARNEY INCOME AND GROWTH PORTFOLIO. The Smith Barney Income and
Growth Portfolio seeks current income and long-term growth of income and capital
by investing primarily, but not exclusively, in common stocks. The Portfolio
invests primarily in common stocks offering a current return from dividends and
in interest-paying debt obligations (such as U.S. Government Securities,
investment grade bonds and debentures) and high quality short-term debt
obligations (such as commercial paper and repurchase agreements collateralized
by U.S. Government Securities with broker/dealers or other financial
institutions.)

SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO. The Smith Barney International
Equity Portfolio seeks total return on its assets from growth of capital and
income. The Portfolio seeks to achieve its objective by investing at least 65%
of its assets in a diversified portfolio of equity securities of established
non-U.S. issuers. Investing in foreign securities generally involves risks not
ordinarily associated with investing in securities of domestic issuers.
Purchasers are cautioned to read "Special Investment Techniques and Risk
Considerations -- Foreign Securities" in the Fund Prospectus.

SMITH BARNEY HIGH INCOME PORTFOLIO. The Smith Barney High Income Portfolio
seeks high current income. Capital appreciation is a secondary objective. The
Portfolio seeks to achieve its investment objectives by investing, under normal
circumstances, at least 65% of its assets in high-yielding corporate debt
obligations and preferred stock. The Portfolio invests significantly in lower
grade corporate debt securities, which are

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<PAGE> 13

commonly known as "junk bonds" and involve a significant degree of risk. (See
"The Fund's Investment Program -- Smith Barney High Income Portfolio" in the
Fund Prospectus.) Prior to investing in this Portfolio, purchasers are cautioned
to read the section entitled "Special Investment Techniques and Risk
Considerations -- Lower-Quality and Non-Rated Securities" in the Fund
Prospectus. The Portfolio may invest up to 20% of its assets in the securities
of foreign issuers that are denominated in currencies other than the U.S. dollar
and may invest without limitation in securities of foreign issuers that are
denominated in U.S. dollars. Investing in foreign securities generally involves
risks not ordinarily associated with investing in securities of domestic
issuers. Purchasers are cautioned to read "Special Investment Techniques and
Risk Considerations -- Foreign Securities" in the Fund Prospectus.

SMITH BARNEY MONEY MARKET PORTFOLIO. The Smith Barney Money Market
Portfolio seeks maximum current income and preservation of capital. The
Portfolio seeks to achieve its objectives by investing in bank obligations and
high quality commercial paper, corporate obligations and municipal obligations,
in addition to U.S. Government Securities and related repurchase agreements. An
investment in this Portfolio is neither insured nor guaranteed by the U.S.
Government. In addition, there is no assurance that the Portfolio will be able
to maintain a stable net asset value of $1.00 per share.

SMITH BARNEY SERIES FUND

Smith Barney Series Fund is a diversified, open-end management investment
company. Smith Barney Mutual Funds Management Inc. ("SBMFM") is the investment
adviser to the Appreciation Portfolio (see "Smith Barney/Travelers Series Fund
Inc." above for information pertaining to SBMFM).

Smith Barney Series Fund has ten Portfolios, one of which is currently
available in connection with the Contracts. While a brief summary of the
investment objective is set forth below, more comprehensive information,
including a discussion of potential risks, is found in the current prospectus
for Smith Barney Series Fund, which is included with this Prospectus. Additional
prospectuses and the Statement of Additional Information can be obtained by
calling or writing the Company's Home Office.

The investment objective of the Portfolio is as follows:

APPRECIATION PORTFOLIO. The Appreciation Portfolio's goal is long-term
appreciation of capital. The Portfolio will attempt to achieve its goal by
investing primarily in equity and equity-related securities that are believed to
afford attractive opportunities for appreciation. Under normal market
conditions, substantially all -- but not less than 65% -- of the Portfolio's
assets will consist of common stocks, but the Portfolio also may hold securities
convertible into common stocks and warrants.

VOTING RIGHTS

In accordance with its view of present applicable law, the Company will
vote the shares of the Investment Options held in the Separate Account at
special meetings of the shareholders in accordance with instructions received
from persons having the voting interest in the Separate Account. The Company
will vote shares for which it has not received instructions, as well as shares
attributable to it, in the same proportion as it votes shares for which it has
received instructions. The Investment Options do not hold regular meetings of
shareholders.

The number of shares which a person has a right to vote will be determined
as of a date to be chosen by the Company prior to a shareholder meeting of an
Investment Option. Voting instructions will be solicited by written
communication prior to the meeting.

SUBSTITUTION OF SECURITIES

If the shares of the Investment Options (or any Portfolio within an
Investment Option or any other Investment Option), are no longer available for
investment by the Separate Account or, if in the judgment of the Company,
further investment in the shares should become inappropriate in view of the
purpose of the Contracts, the Company may substitute shares of another
Investment Option (or Portfolio) for shares already purchased or to be purchased
in the future by Purchase Payments under the Contracts. No substitution of

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<PAGE> 14

securities may take place without prior approval of the Securities and Exchange
Commission and under the requirements it may impose.

CHARGES AND DEDUCTIONS

Various charges and deductions are made from the Contract Value and the
Separate Account. These charges and deductions are:

DEDUCTION FOR WITHDRAWAL CHARGE (SALES LOAD)

If all or a portion of the Contract Value (see "Withdrawals" on Page 18) is
withdrawn, a Withdrawal Charge (sales load) will be calculated at the time of
each withdrawal and will be deducted from the Contract Value. This Charge
reimburses the Company for expenses incurred in connection with the promotion,
sale and distribution of the Contracts. The Withdrawal Charge percentages are
based upon the number of Purchase Payment Anniversaries that Purchase Payments
have remained in the Contract before being withdrawn as shown in the Table of
Withdrawal Charges below:

TABLE OF WITHDRAWAL CHARGES

For each Contract Year after the first, the Owner may make a withdrawal
without the imposition of a Withdrawal Charge of an amount equal to 10% of the
total of all Purchase Payments at the beginning of the Contract Year less any
Purchase Payments previously withdrawn. Any withdrawals without a Withdrawal
Charge not used in a Contract Year may not be used in any subsequent Contract
Year. With respect to the assessment of a Withdrawal Charge, the distribution of
Purchase Payments from within a Subaccount or the Fixed Account are on a
first-in, first-out basis. (See "Withdrawals" on Page 18.)

Commissions will be paid to broker-dealers who sell the Contracts.
Broker-dealers will be paid commissions, up to an amount currently equal to
7.75% of Purchase Payments, for promotional or distribution expenses associated
with the marketing of the Contracts. The Company may, by agreement with the
broker-dealer, pay commissions as a combination of a certain percentage amount
at the time of sale and a trail commission (which when combined could exceed
7.75% of Purchase Payments). In addition, under certain circumstances, the
Company may pay certain sellers production bonuses which will take into account,
among other things, the total Purchase Payments which have been made under
Contracts associated with the broker-dealer. Additional payments or allowances
may be made for other services not directly related to the sale of the
Contracts. To the extent that the Withdrawal Charge is insufficient to cover the
actual costs of distribution, the Company may use any of its corporate assets,
including potential profit which may arise from the Mortality and Expense Risk
Charge (see below), to provide for any difference.

No Withdrawal Charge is deducted if Plan A -- Option 1; Plan B or Plan C is
elected. (See "Contract Proceeds -- Fixed Payment Plans" on Page 21.)

In addition, in certain states, an endorsement to the Contract is issued
which permits the Owner to make a total or partial withdrawal without the
imposition of a Withdrawal Charge if the Annuitant is hospitalized and/or
confined to an eligible nursing home for 30 consecutive days.

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<PAGE> 15

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

The amount of the Withdrawal Charge on the Contracts may be reduced or
eliminated when sales of the Contracts are made to individuals or to a group of
individuals in a manner that results in savings of sales expenses. The
entitlement to reduction of the Withdrawal Charge will be determined by the
Company after examination of all the relevant factors such as:

1. The size and type of group to which sales are to be made will be
considered. Generally, the sales expenses for a larger group are less
than for a smaller group because of the ability to implement large
numbers of Contracts with fewer sales contacts.

2. The total amount of Purchase Payments to be received will be considered.
Per Contract sales expenses are likely to be less on larger Purchase
Payments than on smaller ones.

3. Any prior or existing relationship with the Company will be considered.
Per Contract sales expenses are likely to be less when there is a prior
existing relationship because of the likelihood of implementing the
Contract with fewer sales contacts.

4. There may be other circumstances, of which the Company is not presently
aware, which could result in reduced sales expenses.

If, after consideration of the foregoing factors, the Company determines
that there will be a reduction in sales expenses, the Company may provide for a
reduction or elimination of the Withdrawal Charge.

The Company and its affiliates may offer an exchange program ("Exchange
Program") to their fixed annuity contract owners whereby a contract owner can
exchange his or her fixed annuity contract for a Contract offered by this
Prospectus. Pursuant to the Exchange Program, the Withdrawal Charge may be
reduced or eliminated so that a contract owner would not incur any additional or
higher Withdrawal Charge as a result of the exchange.

The Withdrawal Charge may be eliminated when the Contracts are issued to an
officer, director or employee of the Company or any of its affiliates. In no
event will reductions or elimination of the Withdrawal Charge be permitted where
reductions or elimination will be unfairly discriminatory to any person.

DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

The Company deducts on each Valuation Date a Mortality and Expense Risk
Charge which is equal, on an annual basis, to 1.25% (consisting of approximately
.90% for mortality risks and approximately .35% for expense risks) of the
average daily net asset value of the Separate Account. The mortality risks
assumed by the Company arise from its contractual obligation to make annuity
payments after the Annuity Date for the life of the Annuitant and to waive the
Withdrawal Charge in the event of the death of the Annuitant. Also, there is a
mortality risk borne by the Company with respect to the guaranteed death benefit
(see "Contract Proceeds -- Death Proceeds" on Page 19). The expense risk assumed
by the Company is that all actual expenses involved in administering the
Contracts, including Contract maintenance costs, administrative costs, mailing
costs, data processing costs, legal fees, accounting fees, filing fees and the
costs of other services may exceed the amount recovered from the Annual Contract
Maintenance Charge and the Administrative Charge.

If the Mortality and Expense Risk Charge is insufficient to cover the
actual costs, the loss will be borne by the Company. Conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to the
Company. The Company expects a profit from this charge.

The Mortality and Expense Risk Charge is guaranteed by the Company and
cannot be increased.

DEDUCTION FOR ADMINISTRATIVE CHARGE

The Company deducts on each Valuation Date an Administrative Charge which
is equal, on an annual basis, to .15% of the average daily net asset value of
the Separate Account. This charge, together with the Annual Contract Maintenance
Charge (see below), is to reimburse the Company for the expenses it incurs in
the establishment and maintenance of the Contracts and the Separate Account.
These expenses include but

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<PAGE> 16
are not limited to: preparation of the Contracts, confirmations, annual reports
and statements, maintenance of Owner records, maintenance of Separate Account
records, administrative personnel costs, mailing costs, data processing costs,
legal fees, accounting fees, filing fees, the costs of other services necessary
for Owner servicing and all accounting, valuation, regulatory and reporting
requirements. Since this charge is an asset-based charge, the amount of the
charge attributable to a particular Contract may have no relationship to the
administrative costs actually incurred by that Contract. The Company does not
intend to profit from this charge. This charge will be reduced to the extent
that the amount of this charge is in excess of that necessary to reimburse the
Company for its administrative expenses. Should this charge prove to be
insufficient, the Company will not increase this charge and will incur the loss.

DEDUCTION FOR ANNUAL CONTRACT MAINTENANCE CHARGE

The Company deducts an Annual Contract Maintenance Charge of $30 from the
Contract Value on each Contract Anniversary prior to the Maturity Date. This
charge is to reimburse the Company for its administrative expenses (see above).
This charge is deducted by subtracting values from the Fixed Account and/or
cancelling Accumulation Units from each applicable Subaccount in the ratio that
the value of each account bears to the total Contract Value. If a total
withdrawal is made on other than a Contract Anniversary, the Annual Contract
Maintenance Charge will be deducted at the time of withdrawal. If the Maturity
Date is not a Contract Anniversary, the Annual Contract Maintenance Charge will
be deducted from the Maturity Proceeds. The Company has set this charge at a
level so that, when considered in conjunction with the Administrative Charge
(see above), it will not make a profit from the charges assessed for
administration.

DEDUCTION FOR PREMIUM TAXES

The Contract provides that any premium or other taxes paid to any
government entity relating to the Contract will be deducted from the Purchase
Payment or Contract Value when incurred. Some states assess premium taxes at the
time Purchase Payments are made; others assess premium taxes at the time Annuity
Payments begin. Premium taxes generally range from 0% to 4%. The Contract also
provides that the Company may, at its sole discretion, pay taxes when due and
deduct that amount from the Contract Value at a later date. Payment at an
earlier date does not waive any right the Company may have to deduct amounts at
a later date. The Company currently intends to advance any premium taxes due at
the time Purchase Payments are made and then deduct such premium taxes from an
Owner's Contract Value at the time Annuity Payments begin or upon withdrawal if
the Company is unable to obtain a refund. The Company will, in its sole
discretion, determine when taxes have resulted from:

(1) the investment experience of the Separate Account;

(2) receipt by the Company of the Purchase Payments; or

(3) commencement of Annuity Payments.

DEDUCTION FOR INCOME TAXES

While the Company is not currently maintaining a provision for federal
income taxes with respect to the Separate Account, the Company has reserved the
right to establish a provision for income taxes if it determines, in its sole
discretion, that it will incur a tax as a result of the operation of the
Separate Account. The Company will deduct for any income taxes incurred by it as
a result of the operation of the Separate Account whether or not there was a
provision for taxes and whether or not it was sufficient. The Company will
deduct any withholding taxes required by applicable law.

DEDUCTION FOR INVESTMENT OPTION EXPENSES

There are other deductions from and expenses paid out of the assets of the
Investment Options, including amounts paid for other expenses and amounts paid
to the Investment Advisers as Management Fees, which are described in the
accompanying Prospectuses for the Investment Options.

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<PAGE> 17

DEDUCTION FOR TRANSFER FEE

Prior to the Maturity Date, the Owner may transfer all or part of the
Owner's interest in a Subaccount or the Fixed Account (subject to Fixed Account
provisions) without the imposition of any fee or charge if there have been no
more than 12 transfers made in the Contract Year. If more than 12 transfers have
been made in the Contract Year, the Company will deduct a Transfer Fee which is
equal to the lesser of 2% of the Contract Value transferred or an amount not
greater than $25. (The current amount is $25.) Currently, all transfers made on
any one day are considered a single transfer. If the Owner is participating in
the Automatic Portfolio Rebalancing program or Dollar Cost Averaging program
providing for the automatic transfer of funds from a Subaccount or the Fixed
Account to any other Subaccount(s), such transfers currently are not counted
toward the number of transfers for the year and are not taken into account in
determining any Transfer Fee. However, the Company reserves the right to treat
multiple transfers in a single day, Automatic Portfolio Rebalancing transfers
and Dollar Cost Averaging transfers as standard transfers when determining
annual transfers and imposing the Transfer Fee. (See "Purchase Payments and
Contract Value -- Dollar Cost Averaging" on Page 16 and "Purchase Payments and
Contract Value -- Automatic Portfolio Rebalancing" on Page 16.)

THE CONTRACTS

OWNERSHIP

The Owner exercises all the rights under the Contract. The maximum issue
Age is 85 years old for Owners and Annuitants (in Florida, 75 years old for
Annuitants). The Owner may name a new Owner. Any change in Ownership must be
sent to the Company's Annuity Service Center on a form acceptable to the
Company. The change will go into effect when it is signed, subject to any
payments or actions taken by the Company before it records it. The Company is
not responsible for any tax consequences occurring as a result of ownership
changes.

ANNUITANT

The Annuitant is the natural person on whose life Annuity Payments are
based. The Annuitant is irrevocably named at the time the Contract is issued.

ASSIGNMENT

During the Annuitant's life, the Owner can assign some or all of the
Owner's rights under the Contract to someone else.

A signed copy of the assignment must be sent to the Company's Annuity
Service Center on a form acceptable to the Company. An assignment of the
Contract is not binding on the Company until the assignment, or a copy, is
recorded at the Annuity Service Center, subject to any payments or actions taken
by the Company before the recording. The Company is not responsible for the
validity or effect of any assignment, including any tax consequences.

The consent of any Irrevocable Beneficiaries is required before assignment
of Proceeds can happen.

BENEFICIARY

The Owner can name any Beneficiary to be an Irrevocable Beneficiary. The
interest of an Irrevocable Beneficiary cannot be changed without his or her
consent. Otherwise, the Owner can change Beneficiaries as explained below.

Unless the Owner states otherwise, all rights of a Beneficiary, including
an Irrevocable Beneficiary, will end if he or she dies before the Annuitant. If
any Beneficiary dies before the Annuitant, that Beneficiary's interest will pass
to any other Beneficiaries according to their respective interests. If all
Beneficiaries die before the Annuitant, upon the Annuitant's death the Company
will pay the Death Proceeds to the Owner, if living, otherwise to the Owner's
estate or legal successors.

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The Owner can change the Beneficiary at any time during the Annuitant's
life. To do so, the Owner must send a written request to the Company's Annuity
Service Center. The request must be on a form acceptable to the Company. The
change will go into effect when signed, subject to any payments or actions taken
by the Company before it records the change.

A change cancels all prior Beneficiary designations; except, however, a
change will not cancel any Irrevocable Beneficiary without his or her consent.
The interest of the Beneficiary will be subject to:

(1) any assignment of the Contract, accepted and recorded by the Company
prior to the Annuitant's death; and

(2) any Payment Plan in effect on the date of the Annuitant's death.

Death Proceeds will be paid as though the Beneficiary died before the
Annuitant if:

(1) the Beneficiary dies at the same time as the Annuitant; or

(2) the Beneficiary dies within 24 hours of the Annuitant's death.

PURCHASE PAYMENTS AND CONTRACT VALUE

PURCHASE PAYMENTS

The initial Purchase Payment is due on the Issue Date. There is no Contract
until the initial Purchase Payment is paid. If any check presented as payment of
any part of the initial Purchase Payment for a Contract is not honored, the
Contract is void.

The minimum Purchase Payment is an aggregate of $5,000 the first year and
the minimum subsequent Purchase Payment is $100. Under certain circumstances,
the Company may waive and/or modify the minimum subsequent Purchase Payment
requirement in the case of large groups who submit Purchase Payments through
Company approved billing procedures. Prior Company approval must be obtained for
subsequent Purchase Payments in excess of $500,000 or for total Purchase
Payments in excess of $1 million. The Company reserves the right to accept or
decline any Application or Purchase Payment.

ALLOCATION OF PURCHASE PAYMENTS

The initial Purchase Payment is allocated to the Fixed Account or the
Subaccount(s) of the Separate Account as elected by the Owner. Unless otherwise
changed by the Owner, subsequent Purchase Payments are allocated in the same
manner as the initial Purchase Payment. (In Oregon, Washington and New Jersey,
after the second Contract Year, subsequent Purchase Payments may not be
allocated to the Fixed Account.) Under certain circumstances, Purchase Payments,
which have been designated by prospective purchasers to be allocated to the
Fixed Account or Subaccounts other than the Smith Barney Money Market
Subaccount, may initially be allocated to the Smith Barney Money Market
Subaccount during the free look period. (See "Highlights" on Page 2.) For each
Subaccount, Purchase Payments are converted into Accumulation Units. The number
of Accumulation Units credited to the Contract is determined by dividing the
Purchase Payment allocated to the Subaccount by the value of the Accumulation
Unit for the Subaccount. Purchase Payments allocated to the Fixed Account are
credited in dollars.

If the Application for a Contract is in good order, the Company will apply
the Purchase Payment to the Separate Account and credit the Contract with
Accumulation Units and/or to the Fixed Account and credit the Contract with
dollars within two business days of receipt. If the Application for a Contract
is not in good order, the Company will attempt to get it in good order or the
Company will return the Application and the Purchase Payment within five (5)
business days. The Company will not retain a Purchase Payment for more than five
(5) business days while processing an incomplete Application unless it has been
so authorized by the purchaser.

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DOLLAR COST AVERAGING

Dollar Cost Averaging is a program which, if elected, permits an Owner to
systematically transfer each month amounts from any one Subaccount or the Fixed
Account (subject to Fixed Account provisions) to any Subaccount(s). By
allocating amounts on a regularly scheduled basis as opposed to allocating the
total amount at one particular time, an Owner may be less susceptible to the
impact of market fluctuations. The minimum amount which may be transferred is
$100. The minimum duration of participation in any Dollar Cost Averaging program
is currently five (5) months. An Owner must have a minimum of the amount
required in the Subaccount or the Fixed Account to complete the Owner's
designated program, in order to participate in the Dollar Cost Averaging
program.

All Dollar Cost Averaging transfers will be made on the 15th of each month
or another monthly date mutually agreed upon (or the next Valuation Date if the
15th of the month is not a Valuation Date). If the Owner is participating in the
Dollar Cost Averaging program, such transfers currently are not taken into
account in determining any Transfer Fee. The Company reserves the right to treat
Dollar Cost Averaging transfers as standard transfers when determining the
number of transfers in a year and imposing any applicable Transfer Fees. An
Owner participating in the Dollar Cost Averaging program may not make automatic
withdrawals of his or her Contract Value or participate in the Automatic
Portfolio Rebalancing program. (See "Purchase Payments and Contract Value --
Automatic Portfolio Rebalancing" on Page 16 and "Withdrawals -- Automatic
Withdrawals" on Page 18.)

AUTOMATIC PORTFOLIO REBALANCING

Owners may participate in the Automatic Portfolio Rebalancing pursuant to
which Owners authorize the Company to automatically transfer all or a portion of
their Contract Value on a periodic basis to maintain a particular percentage
allocation among the Portfolios as selected by the Owner. The Contract Value
allocated to each Portfolio will increase or decrease at different rates
depending on the investment experience of the Portfolio and Automatic Portfolio
Rebalancing automatically reallocates the Contract Value in the Portfolios
selected to the allocation chosen by the Owner. Portfolios that have Contract
Value will not automatically be included in Automatic Portfolio Rebalancing
unless selected by the Owner.

An Owner may select that rebalancing occur on a quarterly, semiannual or
annual basis and currently all Portfolios are available investment options under
Automatic Portfolio Rebalancing. The Fixed Account is excluded from rebalancing.
Currently, the Company offers Automatic Portfolio Rebalancing to Owners with a
Contract Value of greater than $25,000, but reserves the right to offer the
program on Contracts with a lesser amount. The Company reserves the right to
modify, suspend or terminate this service at any time.

All Automatic Portfolio Rebalancing transfers will be made on the 15th of
the month that rebalancing is requested or another monthly date mutually agreed
upon (or the next Valuation Date, if the 15th of the month is not a Valuation
Date). If the Owner is participating in the Automatic Portfolio Rebalancing
program, such transfers currently are not taken into account in determining any
Transfer Fee. The Company reserves the right to treat Automatic Portfolio
Rebalancing transfers as standard transfers when determining the number of
transfers in a year and imposing any applicable Transfer Fees. An Owner
participating in the Automatic Portfolio Rebalancing program may not make
automatic withdrawals of his or her Contract Value or participate in the Dollar
Cost Averaging program. (See "Purchase Payments and Contract Value -- Dollar
Cost Averaging" above and "Withdrawals -- Automatic Withdrawals" on Page 18.)

CONTRACT VALUE

The Contract Value, at any time, is the sum of:

(1) the Fixed Account Value; and

(2) the Separate Account Value.

The Separate Account value on any Valuation Date means the sum of the
Owner's interests in the Subaccounts of the Separate Account. The value of the
Owner's interest in a Subaccount is determined by

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multiplying the number of Accumulation Units attributable to that Subaccount by
the Accumulation Unit value for the Subaccount. Any withdrawals or transfers
will result in the cancellation of Accumulation Units in a Subaccount. The
Separate Account values will vary with the performance of the Subaccounts of the
Separate Account, any Purchase Payments paid, partial withdrawals and charges
assessed.

ACCUMULATION UNIT

A Purchase Payment when allocated to the Separate Account is converted into
Accumulation Units for the selected Subaccount. The number of Accumulation Units
in a Subaccount credited to the Contract is determined by dividing the Purchase
Payment allocated to that Subaccount by the Accumulation Unit value for that
Subaccount as of the Valuation Period during which the Purchase Payment is
allocated to the Subaccount. The Accumulation Unit value for each Subaccount was
arbitrarily set initially at $10. Subsequent Accumulation Unit values are
determined by subtracting (2) from (1) and dividing the result by (3) where:

(1) is the net result of:

(a) the assets of the Subaccount attributable to Accumulation Units;
plus or minus

(b) the cumulative charge or credit for taxes reserved, which resulted
from the operation or maintenance of the Subaccount.

(2) is the cumulative unpaid charge for the Mortality and Expense Risk
Charge and for the Administrative Charge; and

(3) is the number of Accumulation Units outstanding at the end of the
Valuation Period.

The Accumulation Unit value may increase or decrease from Valuation Period
to Valuation Period.

TRANSFERS

Prior to the Maturity Date, the Owner may transfer all or part of the
Owner's interest in a Subaccount or the Fixed Account without the imposition of
any fee or charge if there have been no more than 12 transfers for the Contract
Year. All transfers are subject to the following:

(1) if more than 12 free transfers have been made in any Contract Year, the
Company will deduct a Transfer Fee for each subsequent transfer. (The
Transfer Fee is the lesser of 2% of Contract Value transferred or $25.)
The Transfer Fee will be deducted from the amount which is transferred.
Transfers from a Dollar Cost Averaging program or Automatic Portfolio
Rebalancing program are currently not counted toward the number of
annual transfers and are not taken into account in determining any
applicable Transfer Fees. Currently, all transfers in a single day are
treated as a single transfer. The Company reserves the right to treat
Dollar Cost Averaging transfers, Automatic Portfolio Rebalancing
transfers and multiple transfers in a single day as standard transfers
in determining the number of annual transfers and the imposition of any
applicable Transfer Fees.

(2) the minimum amount which can be transferred is $100 or the Owner's
entire interest in the Subaccount or the Fixed Account, if less. The
minimum amount which must remain in a Subaccount or Fixed Account after
a transfer is $100 or the Subaccount must be liquidated.

(3) for any Contract Year, transfers of Purchase Payments and any
attributable earnings from the Fixed Account to a Subaccount are
limited to ten percent (10%) of the Purchase Payment and ten percent
(10%) of its attributable earnings. If a Purchase Payment was received
at least eight (8) years prior to the request for transfer, all of the
Purchase Payment and the earnings attributable to it may be transferred
to a Subaccount. (In New Jersey, no amounts may be transferred to the
Fixed Account after the second Contract Year).

(4) any transfer direction must clearly specify:
(a) the amount which is to be transferred; and
(b) the Fixed Account or Subaccounts which are to be affected.

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(5) transfers will be made as of the Valuation Period next following the
Valuation Period during which a written request for a transfer is
received by the Company.

(6) the Company reserves the right, at any time, and without prior notice
to any party, to terminate, suspend, or modify the transfer privilege
described above, subject to applicable state law and regulation.

An Owner may elect to make transfers by telephone. To elect this option the
Owner must do so in writing to the Company. If there are Joint Owners, unless
the Company is informed to the contrary, instructions will be accepted from
either one of the Joint Owners. The Company will use reasonable procedures to
confirm that instructions communicated by telephone are genuine. If it does not,
the Company may be liable for any losses due to unauthorized or fraudulent
instructions. The Company may tape record all telephone instructions.

WITHDRAWALS

Prior to the Maturity Date, the Owner may, upon written request received by
the Company, make a total or partial withdrawal of the Contract Withdrawal
Value. (For Contracts issued in Idaho, no partial withdrawal may be made for 30
days after the Issue Date). The Contract terminates if a total withdrawal is
made. The Contract Withdrawal Value is:

(1) the Contract Value for the Valuation Period next following the
Valuation Period during which a written request for a withdrawal is
received by the Company; less

(2) any applicable taxes not previously deducted; less

(3) the Withdrawal Charge, if any (see "Charges and Deductions -- Deduction
for Withdrawal Charge (Sales Load)" on Page 11); less

(4) the Annual Contract Maintenance Charge, if any.

A withdrawal will result in the cancellation of Accumulation Units for each
applicable Subaccount of the Separate Account or a reduction in the Fixed
Account Value. Unless otherwise instructed, a partial withdrawal will be applied
pro rata among each Subaccount and the Fixed Account based on the ratio of the
value of each Subaccount or Fixed Account to the Contract Value. The Company
will pay the amount of any withdrawal within seven (7) calendar days of receipt
of a request, unless the "Suspension of Payments or Transfers" provision is in
effect (see "Suspension of Payments or Transfers" on Page 19).

For purposes of determining any applicable Withdrawal Charges or any other
charges under the Contract, the distribution of Purchase Payments from within a
Subaccount or the Fixed Account is on a first-in, first-out basis with earnings
attributable to such Purchase Payments considered only after the Purchase
Payment is considered.

Each partial withdrawal must be for an amount which is not less than $100
or the Owner's entire interest in the Subaccount or the Fixed Account, if less.
The minimum Contract Value which must remain in a Subaccount or the Fixed
Account after a partial withdrawal is $100.

Certain tax withdrawal penalties and restrictions may apply to withdrawals
from the Contracts. (See "Tax Status" on Page 23.)

AUTOMATIC WITHDRAWALS

After the first Contract Anniversary, an Owner may make a withdrawal each
Contract Year of up to ten percent (10%) of the total of all aggregate Purchase
Payments at the beginning of the Contract Year, less any Purchase Payments
previously withdrawn, free from Withdrawal Charges. Subject to any conditions
and fees the Company may impose, an Owner may elect to have this amount paid in
equal periodic installments ("automatic withdrawals"). The Company reserves the
right to charge a fee for automatic withdrawals. Currently, however, there are
no charges for automatic withdrawals.

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<PAGE> 22

Automatic withdrawals are made on the 15th of each month, or any other
monthly date mutually agreed upon (or the next following Valuation Date if the
monthly date is not a Valuation Date). Certain withdrawal penalties may apply to
withdrawals from the Contracts (see "Tax Status -- Tax Treatment of Withdrawals"
on Page 25). Automatic withdrawals are taken pro rata from Contract Value. The
right to a 10% free single sum withdrawal is forfeited. Automatic withdrawals
are not allowed simultaneously with the Dollar Cost Averaging program or
Automatic Portfolio Rebalancing program. (See "Purchase Payments and Contract
Value -- Dollar Cost Averaging" on Page 16 and "Purchase Payments and Contract
Value -- Automatic Portfolio Rebalancing" on Page 16.)

SUSPENSION OF PAYMENTS OR TRANSFERS

The Company reserves the right to suspend or postpone payments (in
Illinois, for a period not exceeding six months) for withdrawals or transfers
for any period when:

(1) the New York Stock Exchange is closed (other than customary weekend and
holiday closings);

(2) trading on the New York Stock Exchange is restricted;

(3) an emergency exists as a result of which disposal of securities held in
the Separate Account is not reasonably practicable or it is not
reasonably practicable to determine the value of the Separate Account's
net assets; or

(4) when the Company's Annuity Service Center is closed;

(5) during any other period when the Securities and Exchange Commission, by
order, so permits for the protection of Owners; provided that
applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2)
and (3) exist.

The Company reserves the right to defer payment for a withdrawal or
transfer from the Fixed Account for the period permitted by law but not for more
than six months after written election is received by the Company.

CONTRACT PROCEEDS

MATURITY PROCEEDS

On the Maturity Date, the Company will pay the Maturity Proceeds of the
Contract to the Annuitant, if living, subject to the terms of the Contract. If
Payment Plan A, Option 1; Plan B; or Plan C are elected, the Maturity Proceeds
will be the Contract Value less any applicable taxes not previously deducted.
(See "Fixed Payment Plans" on Page 21.) If the Maturity Proceeds are paid in
cash or by any other method not listed above, the Maturity Proceeds equal the
Contract Value less:

(1) any applicable taxes not previously deducted; less

(2) the Withdrawal Charge, if any; less

(3) the Annual Contract Maintenance Charge, if any.

The election of a Payment Plan must be made in writing at least seven (7)
days prior to the Maturity Date. If no election is made, an automatic option of
monthly income for a minimum of 120 months and as long thereafter as the
Annuitant lives will be applied.

DEATH PROCEEDS

If death occurs prior to the end of the eighth Contract Year, the Death
Proceeds will be the greatest of:

(1) the sum of the Purchase Payments less any withdrawals including any
applicable Withdrawal Charge and any applicable taxes not previously
deducted; or

(2) the Contract Value less any applicable taxes not previously deducted.

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<PAGE> 23

If death occurs after the end of the eighth Contract Year, the Death
Proceeds will be the greatest of:

(1) the sum of the Purchase Payments less any withdrawals including any
applicable Withdrawal Charge and less any applicable taxes not
previously deducted; or

(2) the Contract Value less any applicable taxes not previously deducted;
or

(3) the Contract Value at the end of the eighth Contract Year less any
withdrawals including any applicable Withdrawal Charge incurred since
the end of the eighth Contract Year and any applicable taxes not
previously deducted.

The Death Proceeds will be determined and paid as of the Valuation Period
next following the Valuation Period during which both due proof of death
satisfactory to the Company and an election for the payment method from all
Beneficiaries are received at the Company.

The Beneficiary can elect to have a single lump sum payment or choose one
of the Payment Plans. If a single sum payment is requested, the amount will be
paid within seven (7) days, unless the Suspension of Payments or Transfers
provision is in effect.

Payment to the Beneficiary, other than in a single sum, may only be elected
during the 60-day period beginning with the date of receipt of due proof of
death on a form acceptable to the Company.

The entire Death Proceeds must be paid within five (5) years of the date of
death unless:

(1) the Beneficiary elects to have the Death Proceeds:

(a) payable under a Payment Plan over the life of the Beneficiary or
over a period not extending beyond the life expectancy of the
Beneficiary; and

(b) payable beginning within one year of the date of death; or

(2) if the Beneficiary is the Owner's Spouse, the Beneficiary may elect to
become the Owner of the Contract and the Contract will continue in
effect.

DEATH OF THE ANNUITANT

(1) If the Annuitant dies prior to the Maturity Date, the Company will pay
the Death Proceeds as provided above except as provided in number (2)
below.

(2) If the Annuitant dies prior to the Maturity Date and if the Annuitant
was age 76 or greater on the Issue Date of the Contract, the Company
will pay the Death Proceeds as provided above except that the Death
Proceeds will equal the Contract Value less any applicable taxes not
previously deducted.

(3) If the Annuitant dies after the Maturity Date but before all of the
Proceeds payable under the Contract have been distributed, the Company
will pay the remaining Proceeds to the Beneficiary(ies) according to
the terms of the supplementary contract.

Provision (2) above is inapplicable in Florida.

DEATH OF OWNER

(1) If the Owner dies before the Maturity Date, ownership of the Contract
will be transferred as follows:

(a) if the Owner is also the Annuitant, the Death of the Annuitant
provision described above applies; or

(b) if the Owner is not also the Annuitant and if the new Owner is the
spouse of the Owner, the Contract may be continued; or

(c) if the Owner is not also the Annuitant and if the new Owner is
someone other than the spouse of the Owner, the Contract Withdrawal
Value must be distributed pursuant to the Death Proceeds provision
above.

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<PAGE> 24

(2) If the Owner dies on or after the Maturity Date, but before all
Proceeds payable under the Contract have been distributed, the Company
will continue payments according to the terms of the supplementary
contract.

The Owner's spouse is the Owner's surviving spouse at the time of the
Owner's death. If the Owner is not a natural person, the death of the Annuitant
will be treated as the death of the Owner. If there are Joint Owners, any
references to the death of the Owner shall mean the first death of an Owner.

FIXED PAYMENT PLANS

After the first Contract Year, the Proceeds may be applied under one or
more of the Payment Plans described below. Payment Plans not specified in the
Contract are available only if they are approved both by the Company and the
Owner. The Owner chooses a Payment Plan during the Annuitant's lifetime. This
choice can be changed during the life of the Annuitant prior to the Maturity
Date. If the Owner has not chosen a plan prior to the Annuitant's death, the
automatic option of monthly income for a minimum of 120 months and as long
thereafter as the Payee lives will be applied.

The Owner chooses a plan by sending a written request to the Annuity
Service Center. The Company will send the Owner the proper forms to complete.
The request, when recorded at the Company's Annuity Service Center, will be in
effect from the date it was signed, subject to any payments or actions taken by
the Company before the recording. Any change must be requested at least seven
(7) days prior to the Maturity Date. If, for any reason, the person named to
receive payments (the Payee) is changed, the change will go into effect when the
request is recorded at the Company's Annuity Service Center, subject to any
payments or actions taken by the Company before the recording.

No Withdrawal Charge is deducted if Plan A-Option 1; Plan B or Plan C is
elected.

A plan is available only if the periodic payment is $100 or more. If the
Payee is other than a natural person (such as a corporation), a plan will be
available only with the Company's consent.

A supplementary contract will be issued in exchange for the Contract when
payment is made under a Payment Plan. The effective date of a Payment Plan shall
be a date upon which the Company and the Owner mutually agree.

The minimum interest rate for plans A and B is 3.0% a year, compounded
yearly. The minimum rates for Plan C were based on the 1983a Annuity Table at
3.0% interest, compounded yearly. The Company may pay a higher rate at its
discretion.

PLAN A. INTEREST

OPTION 1 -- The Contract Value less any applicable taxes not previously
deducted may be left on deposit with the Company for five (5) years. Fixed
payments will be made monthly, quarterly, semi-annually, or annually. The
Company does not allow a monthly payment if the Contract Value applied under
this option is less than $100,000. The Proceeds may not be withdrawn until the
end of the five (5) year period.

OPTION 2 -- The Contract Withdrawal Value may be left on deposit with the
Company for a specified period. Interest will be paid annually. All or part of
the Proceeds may be withdrawn at any time.

PLAN B. FIXED PERIOD

The Contract Value less any applicable taxes not previously deducted will
be paid until the Proceeds, plus interest, are paid in full. Payments may be
paid annually or monthly. The payment period cannot be more than thirty (30)
years nor less than five (5) years. The Contract provides for a table of minimum
annual payments. They are based on the Age of the Annuitant or the Beneficiary.

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<PAGE> 25

PLAN C. LIFE INCOME

The Contract Value less any applicable taxes not previously deducted will
be paid in monthly or annual payments for as long as the Annuitant or
Beneficiary, whichever is appropriate, lives. The Company has the right to
require proof satisfactory to it of the Age and sex of such person and proof of
continuing survival of such person. A minimum number of payments may be
guaranteed, if desired. The Contract provides for a table of minimum annual
payments. They are based on the Age of the Annuitant or the Beneficiary.

DISTRIBUTOR

Equitable of Iowa Securities Network, Inc. ("Securities Network"), 604
Locust Street, Des Moines, Iowa 50309, acts as the distributor of the Contracts.
Securities Network is also a wholly-owned subsidiary of Equitable of Iowa
Companies. The Contracts are offered on a continuous basis.

PERFORMANCE INFORMATION

MONEY MARKET PORTFOLIO

From time to time, the Company may advertise the "yield" and "effective
yield" of the Money Market Subaccount of the Separate Account. Both yield
figures are based on historical earnings and are not intended to indicate future
performance. The "yield" of the Money Market Subaccount refers to the income
generated by Contract Values in the Money Market Subaccount over a seven-day
period (which period will be stated in the advertisement). This income is
"annualized." That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the Contract Values in the Money Market Subaccount. The
"effective yield" is calculated similarly. However, when annualized, the income
earned by Contract Values is assumed to be reinvested. This results in the
"effective yield" being slightly higher than the "yield" because of the
compounding effect of the assumed reinvestment. The yield figure will reflect
the deduction of any asset-based charges and any applicable Annual Contract
Maintenance Charge, but will not reflect the deduction of any Withdrawal Charge.
The deduction of any Withdrawal Charge would reduce any percentage increase or
make greater any percentage decrease.

OTHER PORTFOLIOS

From time to time, the Company may advertise performance data for the
various other Portfolios under the Contract. Such data will show the percentage
change in the value of an Accumulation Unit based on the performance of an
investment medium over a period of time, usually a calendar year, determined by
dividing the increase (decrease) in value for that Unit by the Accumulation Unit
value at the beginning of the period. This percentage figure will reflect the
deduction of any asset-based charges and any applicable Annual Contract
Maintenance Charges under the Contracts, but will not reflect the deduction of
any Withdrawal Charge. The deduction of any Withdrawal Charge would reduce any
percentage increase or make greater any percentage decrease.

Any advertisement will also include total return figures calculated as
described in the Statement of Additional Information. The total return figures
reflect the deduction of any applicable Annual Contract Maintenance Charge and
Withdrawal Charges, as well as any asset-based charges.

The Company may make available yield information with respect to some of
the Portfolios. Such yield information will be calculated as described in the
Statement of Additional Information. The yield information will reflect the
deduction of any applicable Annual Contract Maintenance Charge as well as any
asset-based charges.

The Company may also show historical Accumulation Unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual Accumulation Unit values.

In addition, the Company may distribute sales literature which compares the
percentage change in Accumulation Unit values for any of the Portfolios against
established market indices such as the Standard &

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<PAGE> 26

Poor's 500 Composite Stock Price Index, the Dow Jones Industrial Average or
other management investment companies which have investment objectives similar
to the Portfolio being compared. The Standard & Poor's 500 Composite Stock Price
Index is an unmanaged, unweighted average of 500 stocks, the majority of which
are listed on the New York Stock Exchange. The Dow Jones Industrial Average is
an unmanaged, weighted average of thirty blue chip industrial corporations
listed on the New York Stock Exchange. Both the Standard & Poor's 500 Composite
Stock Price Index and the Dow Jones Industrial Average assume quarterly
reinvestment of dividends.

In addition, the Company may, as appropriate, compare each Subaccount's
performance to that of other types of investments such as certificates of
deposit, savings accounts and U.S. Treasuries, or to certain interest rate and
inflation indices, such as the Consumer Price Index, which is published by the
U.S. Department of Labor and measures the average change in prices over time of
a fixed "market basket" of certain specified goods and services. Similar
comparisons of Subaccount performance may also be made with appropriate indices
measuring the performance of a defined group of securities widely recognized by
investors as representing a particular segment of the securities markets. For
example, Subaccount performance may be compared with Donoghue Money Market
Institutional Averages (money market rates), Lehman Brothers Corporate Bond
Index (corporate bond interest rates) or Lehman Brothers Government Bond Index
(long-term U.S. Government obligation interest rates).

The Company may also distribute sales literature which compares the
performance of the Accumulation Unit values of the Contracts issued through the
Separate Account with the unit values of variable annuities issued through the
separate accounts of other insurance companies. Such information will be derived
from the Lipper Variable Insurance Products Performance Analysis Service, the
VARDS Report or from Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is
published by Lipper Analytical Services, Inc., a publisher of statistical data
which currently tracks the performance of almost 4,000 investment companies. The
rankings compiled by Lipper may or may not reflect the deduction of asset-based
insurance charges. The Company's sales literature utilizing these rankings will
indicate whether or not such charges have been deducted. Where the charges have
not been deducted, the sales literature will indicate that if the charges had
been deducted, the ranking might have been lower.

The VARDS Report is a monthly variable annuity industry analysis compiled
by Variable Annuity Research & Data Service of Roswell, Georgia and published by
Financial Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based insurance charges. The Company's sales literature
utilizing these rankings will indicate whether or not such charges have been
deducted. Where the charges have not been deducted, the sales literature will
indicate that if the charges had been deducted, the ranking might have been
lower.

Morningstar rates a variable annuity subaccount against its peers with
similar investment objectives. Morningstar does not rate any subaccount that has
less than three years of performance data. The Company's sales literature
utilizing these rankings will indicate whether charges have been deducted. Where
the charges have not been deducted, the sales literature will indicate that if
the charges had been deducted, the ranking might have been lower.

TAX STATUS

GENERAL

NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S UNDERSTANDING
OF CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL. THE
COMPANY CANNOT PREDICT THE PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE
MADE. PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING THE
POSSIBILITY OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF
THE CONTRACTS. PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT BE
TREATED AS "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE
FURTHER UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT
SPECIAL RULES

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NOT DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN SITUATIONS.
MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX
LAWS.

Section 72 of the Code governs taxation of annuities in general. An Owner
is not taxed on increases in the value of a Contract until distribution occurs,
either in the form of a lump sum payment or as annuity payments under the
Annuity Option selected. For a lump sum payment received as a total withdrawal
(total surrender), the recipient is taxed on the portion of the payment that
exceeds the cost basis of the Contract. For Non-Qualified Contracts, this cost
basis is generally the purchase payments. The taxable portion of the lump sum
payment is taxed at ordinary income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion
amount is includible in taxable income. The exclusion amount for payments based
on a fixed annuity option is determined by multiplying the payment by the ratio
that the cost basis of the Contract (adjusted for any period certain or refund
feature) bears to the expected return under the Contract. Payments received
after the investment in the Contract has been recovered (i.e. when the total of
the excludible amounts equal the investment in the Contract) are fully taxable.
The taxable portion is taxed at ordinary income tax rates. Owners, Annuitants
and Beneficiaries under the Contracts should seek competent financial advice
about the tax consequences of any distributions.

The Company is taxed as a life insurance company under the Code. For
federal income tax purposes, the Separate Account is not a separate entity from
the Company and its operations form a part of the Company.

DIVERSIFICATION

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury Department
("Treasury Department"), adequately diversified. Disqualification of the
Contract as an annuity contract would result in imposition of federal income tax
to the Owner with respect to earnings allocable to the Contract prior to the
receipt of payments under the Contract. The Code contains a safe harbor
provision which provides that annuity contracts such as the Contracts meet the
diversification requirements if, as of the end of each quarter, the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five percent (55%) of the total assets consist of cash, cash
items, U.S. Government securities and securities of other regulated investment
companies.

On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.
1.817-5), which established diversification requirements for the investment
portfolios underlying variable contracts such as the Contracts. The Regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor provision described above.
Under the Regulations, an investment portfolio will be deemed adequately
diversified if: (1) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (2) no more than 70% of the
value of the total assets of the portfolio is represented by any two
investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments.

The Code provides that, for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable contracts
by Section 817(h) of the Code have been met, "each United States government
agency or instrumentality shall be treated as a separate issuer".

The Company intends that all Portfolios of the Investment Options
underlying the Contracts will be managed by the investment advisers for the
Investment Options in such a manner as to comply with these diversification
requirements.

The Treasury Department has indicated that the diversification Regulations
do not provide guidance regarding the circumstances in which Owner control of
the investments of the Separate Account will cause the Owner to be treated as
the owner of the assets of the Separate Account, thereby resulting in the loss
of

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<PAGE> 28

favorable tax treatment for the Contract. At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The amount of Owner control which may be exercised under the Contract is
different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the policy
owner was not the owner of the assets of the separate account. It is unknown
whether these differences, such as the Owner's ability to transfer among
investment choices or the number and type of investment choices available, would
cause the Owner to be considered as the owner of the assets of the Separate
Account resulting in the imposition of federal income tax to the Owner with
respect to earnings allocable to the Contract prior to receipt of payments under
the Contract.

In the event any forthcoming guidance or ruling is considered to set forth
a new position, such guidance or ruling will generally be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the Owner
being retroactively determined to be the owner of the assets of the Separate
Account.

Due to the uncertainty in this area, the Company reserves the right to
modify the Contract in an attempt to maintain favorable tax treatment.

MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are
issued within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse tax
consequences including more rapid taxation of the distributed amounts from such
combination of contracts. Owners should consult a tax adviser prior to
purchasing more than one non-qualified annuity contract in any calendar year.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Under Section 72(u) of the Code, the investment earnings on premiums for
the Contracts will be taxed currently to the Owner if the Owner is a non-natural
person, e.g., a corporation, or certain other entities. Such Contracts generally
will not be treated as annuities for federal income tax purposes. However, this
treatment is not applied to Contracts held by a trust or other entity as an
agent for a natural person nor Contracts held by Qualified Plans. Purchasers
should consult their own tax counsel or other adviser before purchasing a
Contract to be owned by a non-natural person.

TAX TREATMENT OF ASSIGNMENTS

An assignment or pledge of a Contract may be a taxable event. Owners should
therefore consult competent tax advisers should they wish to assign or pledge
their Contracts.

INCOME TAX WITHHOLDING

All distributions or the portion thereof which is includible in the gross
income of the Owner are subject to Federal income tax withholding. Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from non-periodic payments. However, the Owner, in most cases, may
elect not to have taxes withheld or to have withholding done at a different
rate.

TAX TREATMENT OF WITHDRAWALS

Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the Contract Value exceeds the aggregate purchase
payments made, any amount withdrawn will be treated as coming first from the
earnings and then, only after the income portion is exhausted, as coming from
the principal. Withdrawn earnings are includible in gross income. It further
provides that a ten percent (10%) penalty will apply to the income portion of
any distribution. However, the penalty is not imposed on amounts received: (a)
after the taxpayer reaches age 59 1/2; (b) after the death of the Owner; (c) if
the taxpayer is totally disabled (for this purpose disability is as defined in
Section 72(m)(7) of the Code); (d) in a series of

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substantially equal periodic payments made not less frequently than annually for
the life (or life expectancy) of the taxpayer or for the joint lives (or joint
life expectancies) of the taxpayer and his or her Beneficiary; (e) under an
immediate annuity; or (f) which are allocable to purchase payments made prior to
August 14, 1982.

The Contract provides that upon the death of the Annuitant prior to the
Maturity Date, the Death Proceeds will be paid to the named Beneficiary. Such
payments made upon the death of the Annuitant who is not the Owner of the
Contract do not qualify for the death of Owner exception described above, and
will be subject to the ten (10%) percent distribution penalty unless the
Beneficiary is 59 1/2 years old or one of the other exceptions to the penalty
applies.

FINANCIAL STATEMENTS

Financial statements of the Company and the Separate Account have been
included in the Statement of Additional Information.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Separate
Account, the Distributor or the Company is a party. In the ordinary course of
business, the Company and its subsidiaries are also engaged in certain other
litigation none of which management believes is material.

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TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
ITEM PAGE
- ------------------------------------------------------------------------------------- -----
<S> <C>
Company.............................................................................. 3
Experts.............................................................................. 3
Legal Opinions....................................................................... 3
Distributor.......................................................................... 3
Yield Calculation for Money Market Subaccount........................................ 3
Performance Information.............................................................. 4
Annuity Provisions................................................................... 6
Financial Statements................................................................. 6
</TABLE>