SEPARATE ACCOUNT NO 45 OF EQUITABLE LIFE ASSUR SOCIETY OF US, 497, 1995-07-20

SEPARATE ACCOUNT NO 45 OF EQUITABLE LIFE ASSUR SOCIETY OF US
497, 1995-07-20

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Filed Pursuant to Rule 497 (e)
Registration File No.: 33-83750

INCOME MANAGER (SERVICE MARK)
SUPPLEMENT TO THE ROLLOVER IRA PROSPECTUS
DATED APRIL 17, 1995
AS SUPPLEMENTED WITH THE IRA ASSURED PAYMENT OPTION SUPPLEMENT
DATED APRIL 17, 1995

COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES

Issued By:
The Equitable Life Assurance Society of the United States
- -------------------------------------------------------------------------------
PROVISIONS OF THE IRA ASSURED PAYMENT OPTION SUPPLEMENT ARE AMENDED AS FOLLOWS:

In the supplement under the heading IRA ASSURED PAYMENT OPTION in the first
sentence of the first paragraph delete the information in the first set of
parentheses and insert the following after the first sentence:

The IRA Assured Payment Option may be elected if you are between ages
59 1/2 through 83. It may also be elected at ages as young as 54 1/2
provided payments do not start before you attain age 59 1/2.

Also under the above heading in the last sentence of the second paragraph,
after the word "forth" insert the words "below and."

The following is inserted with a subheading after the second paragraph under
the heading IRA ASSURED PAYMENT OPTION:

CONTRIBUTIONS UNDER THE IRA ASSURED PAYMENT OPTION

"Regular" IRA contributions may no longer be made for the taxable
year in which you attain age 70 1/2 and thereafter. Rollover and
direct transfer contributions may be made under the IRA Assured
Payment Option up until 45 days before the date your first payment
is to be made. However, any amount contributed after you attain age
70 1/2 must be net of your required minimum distribution for the
year in which the rollover or direct transfer contribution is made.

Under the subheading PAYMENTS, insert the following after the end of the
paragraph:

You may elect to receive payments starting February 15th of 1996, or
you may elect to defer receiving level payments until 1997, 1998,
1999, 2000 or 2001.* For increasing payments you may elect to defer
payments only until 1999.* Before you elect to defer the date your
payments will start, you should consider the consequences of this
decision on the requirement that you take minimum distributions each
calendar year with respect to the value of your IRA. See "Required
Minimum Distributions" in Part 8.

* Ability to defer the payment start date may not be available in
all states.

Under the subheading FIXED PERIOD, the third sentence of the paragraph is
replaced with the following:

For Annuitant ages 71 through 78 the maximum fixed period is 85 less
the issue age. For Annuitant ages 79 through 83, only a seven year
fixed period is permitted for level payments and a six year fixed
period for increasing payments. The minimum and maximum fixed period
permitted will be reduced by each year you defer the date payments
will start.

- ------------------------------------------------------------------------------
SUPPLEMENT DATED JULY 17, 1995

<PAGE>

Under the subheading GUARANTEE PERIODS, delete the second sentence.

Under the subheading ELECTION RESTRICTIONS UNDER JOINT AND SURVIVOR, for item
(ii) of the paragraph, replace age "78" with age "83."

After the paragraph under the heading LUMP SUM WITHDRAWALS, insert the
following with a subheading:

MINIMUM DISTRIBUTION WITHDRAWALS

Minimum Distribution Withdrawals may not be elected while the IRA
Assured Payment Option is in effect.

The following is inserted at the end of the first paragraph under the
subheading TERMINATION OF THE IRA ASSURED PAYMENT OPTION:

If you elected the IRA Assured Payment Option at age 79 or older and
subsequently terminate this Option, annuity payments must commence no
later than the calendar year in which you attain age 90.

PROVISIONS OF THE ROLLOVER IRA PROSPECTUS ARE AMENDED AS FOLLOWS:

In Part 1: Summary under the heading WITHDRAWALS, the following is inserted
after the second bullet point:

o SUBSTANTIALLY EQUAL PAYMENT WITHDRAWALS -- If you are below age 59 1/2,
this withdrawal option is designed to allow you to withdraw funds annually
and not have a 10% penalty tax apply. This is accomplished by distribution
of substantially equal periodic payments over your life expectancy or over
the joint life expectancies of you and your spouse. If you change or stop
such distributions before the later of age 59 1/2 or five years from the
date of the first distribution, the 10% penalty tax may apply.
Substantially Equal Payment Withdrawals are not subject to withdrawal
charges.

In Part 5: Provisions of the Certificates and Services We Provide under the
heading WITHDRAWALS, replace the third sentence of the first paragraph with
the following:

Three withdrawal options are available: Lump Sum Withdrawals,
Minimum Distribution Withdrawals and Substantially Equal Payment
Withdrawals.

Under the same heading, the following is inserted with a subheading after the
last paragraph of this section:

SUBSTANTIALLY EQUAL PAYMENT WITHDRAWALS

Substantially Equal Payment Withdrawals provide distributions from
the Annuity Account Value of the amounts necessary so that the 10%
penalty tax, normally applicable to distributions made prior to age
59 1/2, does not apply. See "Penalty Tax on Early Distributions," in
Part 8. Once distributions begin, they should not be changed or
stopped until the later of age 59 1/2 or five years from the date of
the first distribution. If you change or stop the distributions or
take a Lump Sum Withdrawal, you may be liable for the 10% penalty
tax that would have otherwise been due on all prior distributions
made under this option and for any interest thereon.

Substantially Equal Payment Withdrawals may be elected at any time
if you are below age 59 1/2. You can elect this option by submitting
the proper form. You select the day and the month when the first
withdrawal will be made, but it may not be sooner than 28 days after
issue of the Certificate. In no event may you elect to receive the
first payment in the same Contract Year in which a Lump Sum
Withdrawal was taken. We will calculate the amount of the
distribution under a method we select and payments will be made
quarterly or annually as you select. These payments will continue to
be made until we receive written notice from you to cancel this
option. Such notice must be received at our Processing Office at
least seven calendar days prior to the next scheduled

<PAGE>

withdrawal date. A Lump Sum Withdrawal taken while Substantially
Equal Payment Withdrawals are in effect, will cancel such
withdrawals. You may elect to start receiving Substantially Equal
Payment Withdrawals again, but in no event can the payments start in
the same Contract Year in which the Lump Sum Withdrawal was taken.
We will calculate a new distribution amount.

Unless you specify otherwise, Substantially Equal Payment
Withdrawals will be withdrawn on a pro rata basis from your Annuity
Account Value in the Investment Funds. If there is insufficient
value or no value in the Investment Funds, any additional amount of
the withdrawal or the total amount of the withdrawal, as applicable,
will be withdrawn from the Guarantee Periods in order of the
earliest Expiration Date(s) first.

Substantially Equal Payment Withdrawals are not subject to a
withdrawal charge.

Under the heading DEATH BENEFIT, Guaranteed Minimum Death Benefit (GMDB)
replace the paragraph for item (2) with the following:

(2) Interest will be calculated at the applicable effective annual
GMDB interest rate for your "attained age" (your age at issue
of the Certificate plus the number of Contract Years that have
elapsed since the Contract Date, see table below) taking into
account contributions, transfers and withdrawals during the
Contract Year, except with respect to amounts in the Money
Market Fund and the Intermediate Government Securities Fund
where the interest credit will be based on the lesser of the
actual rate of return for the Money Market Fund for the period
such amounts are invested and the GMDB interest rate below.

In Part 8: Tax Aspects of the Certificates under the heading PENALTY TAX ON
EARLY DISTRIBUTIONS, begin a new paragraph after the first sentence and add
the following at the end of the new second paragraph:

To permit you to meet this exception, Equitable Life has designed
Substantially Equal Payment Withdrawals described in Part 5. If you
are a Rollover IRA Certificate Owner who will be under age 59 1/2 as
of the date the first payment is expected to be received and you
choose Substantially Equal Payment Withdrawals, Equitable Life will
calculate the substantially equal annual payments under a method we
will select based on guidelines issued by the IRS (currently
contained in IRS Notice 89-25, Question and Answer 12). Although
Substantially Equal Payment Withdrawals are not subject to the 10%
penalty tax, they are taxable as discussed in "Distributions from
IRA Certificates," in this Part 8. Once Substantially Equal Payment
Withdrawals begin, the distributions should not be stopped or
changed until the later of your attaining age 59 1/2 or five years
after the date of the first distribution, or the penalty tax,
including an interest charge for the prior penalty avoidance, may
apply. Also, it is possible that the IRS could view any additional
withdrawal or payment you take from your Certificate as changing
your pattern of Substantially Equal Payment Withdrawals for purposes
of determining whether the penalty applies.

<PAGE>

Filed Pursuant to Rule 497 (e)
Registration File No.: 33-83750

INCOME MANAGER (SERVICE MARK)
SUPPLEMENT TO THE ACCUMULATOR PROSPECTUS
DATED APRIL 17, 1995

COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES

Issued By:
The Equitable Life Assurance Society of the United States
- ------------------------------------------------------------------------------
THE ACCUMULATOR PROSPECTUS, PART 5: PROVISIONS OF THE CERTIFICATES AND
SERVICES WE PROVIDE IS AMENDED AS FOLLOWS:

Under the heading ALLOCATION OF CONTRIBUTIONS; Self-Directed Allocation the
following sentence is added after the sentence in the first bullet point:

However, if your initial contribution is $250,000 or more, this
restriction does not apply and the total amount of any contribution may
be allocated to the Guaranteed Period Account.

Under the heading DEATH BENEFIT, Guaranteed Minimum Death Benefit (GMDB)
replace the paragraph for item (2) with the following:

(2) Interest will be calculated at the applicable effective annual GMDB
interest rate taking into account contributions, transfers and
withdrawals during the Contract Year, except with respect to amounts
in the Money Market Fund and the Intermediate Government Securities
Fund where the interest credit will be based on the lesser of the
actual rate of return for the Money Market Fund for the period such
amounts are invested and the GMDB interest rate below.

Under the heading INCOME ANNUITY OPTIONS, under the subheading ASSURED PAYMENT
PLAN, replace the first paragraph of this section with the following:

If you are the Owner and the Annuitant, you may apply your Annuity
Account Value to purchase the Assured Payment Plan (Life Annuity with a
Period Certain), provided you meet the issue age and payment restrictions
for the Assured Payment Plan. The Assured Payment Plan, is designed to
provide guaranteed level or increasing annual payments for your life or
for your life and the life of a joint Annuitant. If the Annuity Account
Value is applied from an Accumulator Certificate to purchase the Assured
Payment Plan at a time when the dollar amount of the withdrawal charge is
greater than 2% of remaining contributions (after withdrawals), such
withdrawal charge will not be deducted. However, a new withdrawal charge
schedule will apply under the Assured Payment Plan. For purposes of the
Assured Payment Plan withdrawal charge schedule, the year in which your
Annuity Account Value is applied under the Assured Payment Plan will be
"Contract Year 1." If the Annuity Account Value is applied from the
Accumulator when the dollar amount of the withdrawal charge is 2% or
less, there will be no withdrawal charge schedule under the Assured
Payment Plan. You should consider the timing of your purchase as it
relates to the potential for withdrawal charges under the Assured Payment
Plan. No subsequent contributions will be permitted under the Assured
Payment Plan Certificate.

- ------------------------------------------------------------------------------
SUPPLEMENT DATED JULY 17, 1995

<PAGE>

You may also apply your Annuity Account Value to purchase the Assured
Payment Plan (Period Certain) once withdrawal charges are no longer in
effect. This version of the Assured Payment Plan provides for annual
payments for a specified period. No withdrawal charges will apply under
the Assured Payment Plan Certificate.

The Assured Payment Plan (Life Annuity with a Period Certain) is
described in our Prospectus for Assured Growth Plan and Assured Payment
Plan (Period Certain), dated April 17, 1995, as supplemented with the
Assured Payment Plan (Life Annuity with a Period Certain) Supplement
dated April 17, 1995 and a Supplement dated July 17, 1995. The Assured
Payment Plan (Period Certain) is described in the same prospectus. Copies
are available from your registered representative.

<PAGE>
Filed Pursuant to Rule 497(e)
Registration File No.: 33-83750

INCOME MANAGER (SERVICE MARK)
ACCUMULATOR PROSPECTUS

DATED APRIL 17, 1995

COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES
Issued By:
The Equitable Life Assurance Society of the United States
- ------------------------------------------------------------------------------
This prospectus describes certificates The Equitable Life Assurance Society
of the United States (EQUITABLE LIFE, WE, OUR and US) offers under a
combination variable and fixed deferred annuity contract (ACCUMULATOR) issued
on a group basis or as individual contracts. Enrollment under a group
contract will be evidenced by issuance of a certificate. Certificates and
individual contracts each will be referred to as "Certificates." Accumulator
Certificates are used for after-tax contributions to a non-qualified annuity.
A minimum initial contribution of $10,000 is required to put the Certificate
into effect.

The Accumulator is designed to provide retirement income at a future date.
Contributions accumulate on a tax-deferred basis and can be later distributed
under a number of different methods which are designed to be responsive to
the owner's (CERTIFICATE OWNER, YOU and YOUR) objectives.

The Accumulator offers investment options (INVESTMENT OPTIONS) that permit
you to create your own strategies. These Investment Options include nine
variable investment funds (INVESTMENT FUNDS) and each Guarantee Period
(GUARANTEE PERIOD) in the Guaranteed Period Account.

<TABLE>
<CAPTION>
Investment Funds
- ----------------------------------------------------------------------------- Guarantee Periods -
Asset Allocation Series: Equity Series: Fixed Income Series: Expiration Dates:
- ---------------------------- ---------------------- ----------------------- --------------------
<S> <C> <C> <C>
o Conservative Investors o Growth & Income o Money Market February 15,
o Growth Investors o Common Stock o Intermediate o 1996 through 2005
o Global Government
o International Securities
o Aggressive Stock
</TABLE>

We invest each Investment Fund in shares of a corresponding portfolio
(PORTFOLIO) of The Hudson River Trust (TRUST), a mutual fund whose shares are
purchased by separate accounts of insurance companies. The prospectus for the
Trust, which accompanies this prospectus, describes the investment
objectives, policies and risks of the Portfolios.

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

You may choose from a variety of payout options, including variable annuities
and fixed annuities.

This prospectus provides information about the Accumulator that prospective
investors should know before investing. You should read it carefully and
retain it for future reference. The prospectus is not valid unless
accompanied by a current prospectus for the Trust, which you should also read
carefully.

Registration statements relating to Separate Account No. 45 (SEPARATE
ACCOUNT) and interests under the Guarantee Periods have been filed with the
Securities and Exchange Commission (SEC). The statement of additional
information (SAI), dated April 17, 1995, which is part of the registration
statement for the Separate Account, is available free of charge upon request
by writing to our Processing Office or calling 1-800-789-7771, our toll-free
number. The SAI has been incorporated by reference into this prospectus. The
Table of Contents for the SAI appears at the back of this prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- ------------------------------------------------------------------------------
Copyright 1995
The Equitable Life Assurance Society of the United States, New York, New York
10019.
All rights reserved.

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Equitable Life's Annual Report on Form 10-K for the year ended December
31, 1994 is incorporated herein by reference.

All documents or reports filed by Equitable Life pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (EXCHANGE
ACT) after the date hereof and prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by reference
in this prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified and superseded, to constitute a part of this prospectus.

Equitable Life will provide without charge to each person to whom this
prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits not specifically incorporated by reference
into the text of such documents). Requests for such documents should be
directed to The Equitable Life Assurance Society of the United States, 787
Seventh Avenue, New York, New York 10019. Attention: Corporate Secretary
(telephone: (212) 554-1234).

<PAGE>
PROSPECTUS TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
GENERAL TERMS PAGE 4
FEE TABLE PAGE 5
PART 1: SUMMARY PAGE 8
What is the Accumulator? 8
Investment Options 8
Contributions 8
Transfers 8
Free Look Period 8
Services We Provide 8
Withdrawals 9
Death Benefits 9
Surrendering the Certificates 9
Income Annuity Options 9
Taxes 9
Deductions from Annuity Account Value 9
Deductions from Investment Funds 10
Trust Charges to Portfolios 10
PART 2: EQUITABLE LIFE, THE SEPARATE ACCOUNT
AND THE INVESTMENT FUNDS PAGE 11
Equitable Life 11
Separate Account No. 45 11
The Trust 11
The Trust's Investment Adviser 12
Investment Policies and Objectives of the
Trust's Portfolios 13
PART 3: INVESTMENT PERFORMANCE PAGE 14
Performance Data for a Certificate 14
Rate of Return Data for Investment Funds 15
Communicating Performance Data 18
Money Market Fund and Intermediate Government
Securities Fund Yield Information 19
PART 4: THE GUARANTEED PERIOD ACCOUNT PAGE 20
Guarantee Periods 20
Market Value Adjustment for Transfers,
Withdrawals or Surrender Prior to the
Expiration Date 21
Death Benefit Amount 21
Investments 22
PART 5: PROVISIONS OF THE CERTIFICATES
AND SERVICES WE PROVIDE PAGE 23
Availability of the Certificates 23
Contributions Under the Certificates 23
Methods of Payment 23
Allocation of Contributions 23
Free Look Period 24
Annuity Account Value 24
Transfers Among Investment Options 25
Dollar Cost Averaging 25
Withdrawals 26
Death Benefit 27
When the Certificate Owner Dies Before the
Annuitant 28
Cash Value 28
Surrendering the Certificates to Receive the
Cash Value 28
Income Annuity Options 28
When Payments are Made 30
Assignment 30
Distribution of the Certificates 30
PART 6: DEDUCTIONS AND CHARGES PAGE 31
Charges Deducted from the Annuity Account
Value 31
Charges Deducted from the Investment Funds 32
Trust Charges to Portfolios 32
Group or Sponsored Arrangements 33
PART 7: VOTING RIGHTS PAGE 34
Trust Voting Rights 34
Voting Rights of Others 34
Separate Account Voting Rights 34
Changes in Applicable Law 34
PART 8: TAX ASPECTS OF THE CERTIFICATES PAGE 35
Tax Changes 35
Taxation of Non-Qualified Annuities 35
Federal and State Income Tax Withholding 36
Generation Skipping Tax 36
Special Rules for Certificates Issued in
Puerto Rico 37
Impact of Taxes to Equitable Life 37
Transfers Among Investment Options 37
PART 9: KEY FACTORS IN RETIREMENT PLANNING PAGE 38
Introduction 38
Inflation 38
Starting Early 39
Tax-Deferral 39
Investment Options 40
The Benefit of Annuitization 41
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
PART 10: INDEPENDENT ACCOUNTANTS PAGE 42
APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE PAGE 43
APPENDIX II: GUARANTEED MINIMUM DEATH BENEFIT
(GMDB) EXAMPLE PAGE 44
APPENDIX III: GMDB SPECIAL ADJUSTMENT PAGE 45
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS PAGE 46
</TABLE>

<PAGE>
GENERAL TERMS

ACCUMULATION UNIT--Contributions that are invested in an Investment Fund
purchase Accumulation Units in that Investment Fund.

ACCUMULATION UNIT VALUE--The dollar value of each Accumulation Unit in an
Investment Fund on a given date.

ANNUITANT--The individual who is the measuring life for determining annuity
benefits.

ANNUITY ACCOUNT VALUE--The sum of the amounts in the Investment Options under
the Accumulator Certificate. See "Annuity Account Value" in Part 5.

ANNUITY COMMENCEMENT DATE--The date on which annuity payments are to
commence.

BUSINESS DAY--Generally, any day on which the New York Stock Exchange is open
for trading. For the purpose of determining the Transaction Date, our
Business Day ends at 4:00 p.m. Eastern Time or the closing of the New York
Stock Exchange, if earlier.

CASH VALUE--The Annuity Account Value minus any applicable charges.

CERTIFICATE--The Certificate issued under the terms of a group annuity
contract and any individual contract, including any endorsements.

CERTIFICATE OWNER--The person who owns an Accumulator Certificate and has the
right to exercise all rights under the Certificate.

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

CONTRACT DATE--The date on which the Annuitant is enrolled under the group
annuity contract, or the effective date of the individual contract. This is
usually the Business Day we receive the initial contribution at our
Processing Office.

CONTRACT YEAR--The 12-month period beginning on your Contract Date and each
anniversary of that date.

EXPIRATION DATE--The date on which a Guarantee Period ends.

GUARANTEE PERIOD--Any of the periods of time ending on an Expiration Date
that are available for investment under the Certificate.

GUARANTEED PERIOD ACCOUNT--The Account that contains the Guarantee Periods.

GUARANTEED RATE--The interest rate established for each allocation to a
Guarantee Period.

INVESTMENT FUNDS--The funds of the Separate Account that are available under
the Certificates.

INVESTMENT OPTIONS--The choices for investment: the Investment Funds and each
available Guarantee Period.

MATURITY VALUE--The amount in a Guarantee Period on its Expiration Date.

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

PROCESSING DATE--The day when we deduct certain charges from the Annuity
Account Value. If the Processing Date is not a Business Day, it will be on
the next succeeding Business Day. The Processing Date will be once each year
on each anniversary of the Contract Date.

PROCESSING OFFICE--The address to which all contributions, written requests
(e.g., transfers, withdrawals, etc.) or other written communications must be
sent. See "Services We Provide" in Part 1.

SAI--The statement of additional information for the Separate Account under
the Accumulator.

SEPARATE ACCOUNT--Equitable Life's Separate Account No. 45.

TRANSACTION DATE--The Business Day we receive a contribution or a transaction
request providing all the information we need at our Processing Office. If
your contribution or request reaches our Processing Office on a non-Business
Day, or after the close of the Business Day, the Transaction Date will be the
next following Business Day. Transaction requests must be made in a form
acceptable to us.

TRUST--The Hudson River Trust, a mutual fund in which the assets of separate
accounts of insurance companies are invested.

VALUATION PERIOD--Each Business Day together with any preceding non-business
days.
4

<PAGE>

FEE TABLE

The purpose of this fee table is to assist you in understanding the various
costs and expenses you may bear directly or indirectly under the Certificate
so that you may compare them on the same basis with other similar products.
The table reflects both the charges of the Separate Account and the expenses
of the Trust. Premium tax charges may also be applicable. For a complete
description of the charges under the Certificate, see "Part 6: Deductions and
Charges." For a complete description of the Trust's charges and expenses, see
the prospectus for the Trust.

As explained in Part 4, the Guarantee Periods are not a part of the Separate
Account and are not covered by the fee table and examples. The only charge
shown in the Table which will be deducted from amounts allocated to the
Guarantee Periods is the withdrawal charge. However, if there is insufficient
value in the Investment Funds all or a portion of the distribution fee and
the annual contract fee, if any, will be deducted from your Annuity Account
Value in the Guaranteed Period Account rather than the Investment Funds. See
"Part 6: Charges and Deductions." A market value adjustment (either positive
or negative) also may be applicable to a withdrawal, transfer or surrender of
amounts from a Guarantee Period. See "Part 4: The Guaranteed Period Account."

OWNER TRANSACTION EXPENSES (DEDUCTED FROM ANNUITY ACCOUNT VALUE)
DISTRIBUTION FEE (SALES LOAD) AS A PERCENTAGE OF EACH CONTRIBUTION (deducted
annually on each of the seven Processing Dates following receipt of each
contribution)(1)
If the initial contribution is less than $250,000 .................... 0.35%
If the initial contribution is $250,000 or more ...................... 0.00%

WITHDRAWAL CHARGE AS A PERCENTAGE OF CONTRIBUTIONS (deducted upon surrender
or for certain withdrawals. The applicable withdrawal charge percentage is
determined by the Contract Year in which the withdrawal is made or the
Certificate is surrendered beginning with "Contract Year 1" with respect to
each contribution withdrawn or surrendered. For each contribution, the
Contract Year in which we receive that contribution is "Contract Year 1")(2)

<TABLE>
<CAPTION>
CONTRACT
YEAR
- ----------
<S> <C>
1 ... 7.00%
2 ... 6.00
3 ... 5.00
4 ... 4.00
5 ... 3.00
6 ... 2.00
7 ... 1.00
8+ .. 0.00
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Transfer Charge(3) ................................................................................. $0.00
Guaranteed Minimum Death Benefit Charge (percentage deducted annually on each Processing Date as a
percentage of the guaranteed minimum death benefit then in effect)(4) ............................. 0.35%
ANNUAL CONTRACT FEE (DEDUCTED FROM ANNUITY ACCOUNT VALUE ON EACH PROCESSING DATE)(5)
- ---------------------------------------------------------------------------------------------------
If the initial contribution is less than $25,000 .................................................. $30
If the initial contribution is $25,000 or more .................................................... $0
SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF ASSETS IN EACH INVESTMENT FUND)
- ---------------------------------------------------------------------------------------------------
Mortality and Expense Risk Charge .................................................................. 0.90%
Asset Based Administrative Charge .................................................................. 0.25%
---------
Total Separate Account Annual Expenses ............................................................ 1.15%
=========
</TABLE>

TRUST ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS IN EACH
PORTFOLIO)

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIOS
-----------------------------------------------------------
CONSERVATIVE GROWTH GROWTH & COMMON
INVESTORS INVESTORS INCOME STOCK GLOBAL
-------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Investment Advisory Fee 0.55% 0.54% 0.55% 0.36% 0.54%
Other Expenses 0.04% 0.05% 0.23% 0.02% 0.15%
-------------- ----------- ---------- -------- --------
TOTAL TRUST ANNUAL
EXPENSES(6) 0.59% 0.59% 0.78% 0.38% 0.69%
============== =========== ========== ======== ========
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE
AGGRESSIVE MONEY GOVT.
INTERNATIONAL STOCK MARKET SECURITIES
--------------- ------------ -------- --------------
<S> <C> <C> <C> <C>
Investment Advisory Fee 0.90% 0.47% 0.40% 0.50%
Other Expenses 0.41% 0.02% 0.02% 0.06%
--------------- ------------ -------- --------------
TOTAL TRUST ANNUAL 6
EXPENSES(6) 1.31% 0.49% 0.42% 0.56%
=============== ============ ======== ==============
</TABLE>

<PAGE>
-------------------
Notes:

(1) The amount deducted is based on contributions that have not been
withdrawn. See "Part 6: Deductions and Charges," "Distribution Fee."

(2) Deducted upon a withdrawal with respect to amounts in excess of the
15% free corridor amount, and upon a surrender. See "Part 6: Deductions
and Charges," "Withdrawal Charge."

(3) We reserve the right to impose a charge in the future at a maximum of
$25 for each transfer among the Investment Options in excess of five
per Contract Year.

(4) See "Part 6: Deductions and Charges," "Guaranteed Minimum Death
Benefit Charge."

(5) This charge is incurred at the beginning of the Contract Year and
deducted on the Processing Date. See "Part 6: Deductions and Charges,"
"Annual Contract Fee."

(6) Expenses shown for all Portfolios except the International Portfolio
are for the fiscal year ended December 31, 1994. The amount shown for
the International Portfolio, which was established on April 3, 1995, is
an estimate. The investment advisory fee for each Portfolio may vary
from year to year depending upon the average daily net assets of the
respective Portfolio of the Trust. The maximum investment advisory
fees, however, cannot be increased without a vote of that Portfolio's
shareholders. The other direct operating expenses will also fluctuate
from year to year depending on actual expenses. See "Trust Charges to
Portfolios" in Part 6.

EXAMPLES

The examples below show the expenses that a hypothetical Certificate Owner
would pay in the two situations noted below assuming a $1,000 contribution
invested in one of the Investment Funds listed, and a 5% annual return on
assets.(1) The annual contract fee was computed based on an initial
contribution of $10,000.

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

IF YOU SURRENDER YOUR CERTIFICATE AT THE END OF EACH PERIOD SHOWN, THE
EXPENSES WOULD BE:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- ---------
<S> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $90.65 $127.77
Growth Investors 90.65 127.77
EQUITY SERIES:
Growth & Income 92.54 133.45
Common Stock 88.57 121.47
Global 91.65 130.77
International 97.81 149.18
Aggressive Stock 89.66 124.77
FIXED INCOME SERIES:
Money Market 88.96 122.67
Intermediate Government
Securities 90.36 126.88
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- ---------
<S> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $27.86 $ 85.43
Growth Investors 27.86 85.43
EQUITY SERIES:
Growth & Income 29.75 91.12
Common Stock 25.78 79.14
Global 28.86 88.43
International 35.02 106.85
Aggressive Stock 26.87 82.44
FIXED INCOME SERIES:
Money Market 26.17 80.33
Intermediate Government
Securities 27.57 84.54
</TABLE>
---------------
Notes:

(1) The amount accumulated could not be paid in the form of an annuity at
the end of any of the periods shown in the examples. If the amount
applied to purchase an annuity is less than $2,000, or the initial
payment is less than $20 we may pay the amount to the payee in a single
sum instead of as payments under an annuity form. See "Income Annuity
Options" in Part 5. The examples do not reflect charges for state
premium or other applicable state or local taxes that may also be
deducted in certain jurisdictions.

<PAGE>

PART 1: SUMMARY

The following Summary is qualified in its entirety by the terms of the
Certificate when issued and the more detailed information appearing elsewhere
in this prospectus (see "Prospectus Table of Contents").

WHAT IS THE ACCUMULATOR?

The Accumulator is a non-qualified annuity designed to provide retirement
income at a future date through the investment of funds on an after-tax
basis. Generally, earnings will accumulate without being subject to annual
income tax, until withdrawn. The Accumulator features a combination of
Investment Options, consisting of Investment Funds providing variable returns
and Guarantee Periods providing guaranteed interest. Fixed and variable
income annuities are also available by application of the Cash Value.

INVESTMENT OPTIONS

The Accumulator offers the following Investment Options which permit you to
create your own strategy for retirement savings. All available Investment
Options may be selected under a Certificate.

INVESTMENT FUNDS

o Asset Allocation Series: the Conservative Investors and Growth Investors
Funds

o Equity Series: the Growth & Income, Common Stock, Global, International and
Aggressive Stock Funds

o Fixed Income Series: the Money Market and Intermediate Government
Securities Funds

GUARANTEE PERIODS

o Guarantee Periods maturing in each of calendar years 1996 through 2005.

CONTRIBUTIONS

o To put a Certificate into effect, you must make an initial contribution of
at least $10,000.

o Subsequent contributions may be made in an amount of at least $1,000 at any
time. We may refuse to accept any contribution if the sum of all
contributions under a Certificate would then total more than $1,500,000.

TRANSFERS

You may make an unlimited number of transfers among the Investment Funds.
However, there are restrictions for transfers to and from the Guaranteed
Period Account. Transfers from a Guarantee Period may result in a market
value adjustment. Transfers among Investment Options are currently free of
charge. Transfers among the Investment Options are not taxable.

FREE LOOK PERIOD

You have the right to examine the Accumulator Certificate for a period of 10
days after you receive it, and to return it to us for a refund. You may
cancel it by sending it to our Processing Office. Your refund will equal the
Annuity Account Value, reflecting any investment gain or loss, and any
positive or negative market value adjustment, through the date we receive
your Certificate at our Processing Office.

SERVICES WE PROVIDE

O REGULAR REPORTS

o Statement of your Certificate values as of the last day of the calendar
year;

o Three additional reports of your Certificate values each year;

o Annual and semi-annual statements of the Separate Account and the Trust;
and

o Written confirmation of financial transactions.

O TOLL-FREE TELEPHONE SERVICES

o Call 1-800-789-7771 for a recording of daily Accumulation Unit Values
and Guaranteed Rates applicable to the Guarantee Periods. Also call during
our regular business hours to speak to one of our customer service
representatives.

<PAGE>

O PROCESSING OFFICE

O FOR CONTRIBUTIONS SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
Post Office Box 13014
Newark, NJ 07188-0014

<PAGE>

O FOR CONTRIBUTIONS SENT BY EXPRESS MAIL:

Equitable Life
c/o First Chicago National Processing Center
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014
Secaucus, NJ 07094

O FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS)
SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547

O FOR ALL OTHER COMMUNICATIONS SENT BY
EXPRESS MAIL:

Equitable Life
Income Management Group
200 Plaza Drive
Secaucus, NJ 07096

WITHDRAWALS

o Lump Sum Withdrawals--After the first Contract Year and before the
Annuity Commencement Date while the Certificate is in effect, you may take
a Lump Sum Withdrawal from your Certificate once per Contract Year at any
time during such Contract Year. The minimum withdrawal amount is $1,000.

o Periodic Withdrawals--You may also withdraw funds under our Periodic
Withdrawal option, where the minimum withdrawal amount is $250.

Withdrawals may be subject to a withdrawal charge and withdrawals from
Guarantee Periods prior to their Expiration Dates will result in a market
value adjustment. Withdrawals may be subject to income tax and tax penalty.

DEATH BENEFITS

If the Annuitant and successor Annuitant, if any, die before the Annuity
Commencement Date, the Accumulator provides a death benefit. The beneficiary
will be paid the greater of the Annuity Account Value in the Investment Funds
and the guaranteed minimum death benefit, plus any death benefit provided
with respect to the Guaranteed Period Account.

SURRENDERING THE CERTIFICATES

You may surrender a Certificate and receive the Cash Value at any time before
the Annuity Commencement Date while the Annuitant is living. Withdrawal
charges and a market value adjustment may apply. A surrender may also be
subject to income tax and tax penalty.

INCOME ANNUITY OPTIONS

The Certificates provide income annuity options to which amounts may be
applied at the Annuity Commencement Date. The income annuity options are
offered on a fixed and variable basis.

TAXES

Generally, earnings on contributions made to the Certificate will not be
included in your taxable income until distributions are made from the
Certificate. Also, distributions prior to your attaining age 59 1/2 may be
subject to tax penalty.

DEDUCTIONS FROM ANNUITY
ACCOUNT VALUE

Distribution Fee

If your initial contribution is less than $250,000, we deduct a sales load
annually in an amount of 0.35% of each contribution made on each of the seven
Processing Dates following the date we receive each contribution. The amount
deducted is based on contributions that have not been withdrawn. If your
initial contribution is $250,000 or more the sales load is zero.

Withdrawal Charge

A withdrawal charge will be imposed as a percentage of the initial and each
subsequent contribution if a withdrawal exceeds the 15% free corridor amount
or if the Certificate is surrendered. We determine the withdrawal charge
separately for each contribution in accordance with the table below.

<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONTRACT YEAR
1 2 3 4 5 6 7 8+
------ ------ ------ ------ ------ ------ ------ -----
Percentage of
Contribution 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0%
</TABLE>

The applicable withdrawal charge percentage is determined by the Contract
Year in which the withdrawal is made or the Certificate is surrendered,
beginning with "Contract Year 1" with respect to each contribution withdrawn
or surrendered. For purposes of the table, for each contribution the Contract
Year in which we receive that contribution is "Contract Year 1."

Guaranteed Minimum Death Benefit Charge

We deduct annually on each Processing Date an amount equal to 0.35% of the
guaranteed minimum death benefit in effect on such Processing Date.

<PAGE>

Annual Contract Fee

The charge will be $30 per Contract Year if your initial contribution is less
than $25,000, and zero if your initial contribution is $25,000 or more.

Premium Taxes

Generally, we deduct a charge for any premium taxes from the Annuity Account
Value on the Annuity Commencement Date. The current premium tax charge that
might be imposed varies by state and ranges from 0 to 3.5%; the rate is 1% in
Puerto Rico and 5% in the Virgin Islands.

DEDUCTIONS FROM INVESTMENT FUNDS

Mortality and Expense Risk Charge

We charge each Investment Fund a daily asset based charge for mortality and
expense risks equivalent to an annual rate of 0.90%.

Asset Based Administrative Charge

We charge each Investment Fund a daily asset based charge to cover a portion
of the administrative expenses under the Certificate equivalent to an annual
rate of 0.25%.

TRUST CHARGES TO PORTFOLIOS

Investment advisory fees and other expenses of the Trust are charged daily
against the Trust's assets. These are reflected in the Portfolio's daily
share price and in the daily Accumulation Unit Value for the Investment
Funds.

<PAGE>

PART 2: EQUITABLE LIFE, THE SEPARATE ACCOUNT
AND THE INVESTMENT FUNDS

EQUITABLE LIFE

Equitable Life is a New York stock life insurance company that has been in
business since 1859. For more than 100 years we have been among the largest
life insurance companies in the United States. Our home office is located at
787 Seventh Avenue, New York, New York 10019. We are authorized to sell life
insurance and annuities in all fifty states, the District of Columbia, Puerto
Rico and the Virgin Islands. We maintain local offices throughout the United
States. Equitable Life and its affiliates managed approximately $174 billion
of assets as of December 31, 1994.

Equitable Life is a wholly owned subsidiary of The Equitable Companies
Incorporated (the "Holding Company"). The largest stockholder of the Holding
Company is AXA, a French insurance holding company. AXA beneficially owns
60.5% of the Holding Company's outstanding common stock as well as $392.2
million stated value of its issued and outstanding Series E Convertible
Preferred Stock. Under its investment arrangements with Equitable Life and
the Holding Company, AXA is able to exercise significant influence over the
operations and capital structure of the Holding Company and its subsidiaries,
including Equitable Life. AXA is the principal holding company for most of
the companies in one of the largest insurance groups in Europe. The majority
of AXA's stock is controlled by a group of five French mutual insurance
companies.

SEPARATE ACCOUNT NO. 45

Separate Account No. 45 is organized as a unit investment trust, a type of
investment company, and is registered with the SEC under the Investment
Company Act of 1940 (1940 Act). This registration does not involve any
supervision by the SEC of the management or investment policies of the
Separate Account. The Separate Account has several Investment Funds, each of
which invests in shares of a corresponding Portfolio of the Trust. Because
amounts allocated to the Investment Funds are invested in a mutual fund,
investment return and principal will fluctuate and the Certificate Owner's
Accumulation Units may be worth more or less than the original cost when
redeemed.

Under the New York Insurance Law, the portion of the Separate Account's
assets equal to the reserves and other liabilities relating to the
Certificates are not chargeable with liabilities arising out of any other
business we may conduct. Income, gains or losses, whether or not realized,
from assets of the Separate Account are credited to or charged against the
Separate Account without regard to our other income gains or losses. We are
the issuer of the Certificates, and the obligations set forth in the
Certificates (other than those of Annuitants or Certificate Owners) are our
obligations.

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

We reserve the right, subject to compliance with applicable law; (1) to add
Investment Funds (or sub-funds of Investment Funds) to, or to remove
Investment Funds (or sub-funds) from, the Separate Account, or to add other
separate accounts; (2) to combine any two or more Investment Funds or
sub-funds thereof; (3) to transfer the assets we determine to be the share of
the class of contracts to which the Certificate belongs from any Investment
Fund to another Investment Fund; (4) to operate the Separate Account or any
Investment Fund as a management investment company under the 1940 Act, in
which case charges and expenses that otherwise would be assessed against an
underlying mutual fund would be assessed against the Separate Account; (5) to
deregister the Separate Account under the 1940 Act, provided that such action
conforms with the requirements of applicable law; (6) to restrict or
eliminate any voting rights as to the Separate Account; and (7) to cause one
or more Investment Funds to invest some or all of their assets in one or more
other trusts or investment companies. If any changes are made that result in
a material change in the underlying investment policy of an Investment Fund,
you will be notified as required by law.

THE TRUST

The Trust is an open-end diversified management investment company, more
commonly called a mu

<PAGE>

tual fund. As a "series" type of mutual fund, it issues several different
series of stock, each of which relates to a different Portfolio of the Trust.
The Trust commenced operations in January 1976 with a predecessor of its
Common Stock Portfolio. The Trust does not impose a sales charge or "load"
for buying and selling its shares. All dividend distributions to the Trust
are reinvested in full and fractional shares of the Portfolio to which they
relate. More detailed information about the Trust, its investment objec-
tives, policies, restrictions, risks, expenses and all other aspects of its
operations appears in its prospectus which accompanies this prospectus or in
its statement of additional information.

THE TRUST'S INVESTMENT ADVISER

The Trust is advised by Alliance Capital Management L.P. (Alliance), which is
registered with the SEC as an investment adviser under the Investment
Advisers Act of 1940. On December 31, 1994, Alliance was managing over $121
billion in assets. Alliance acts as an investment adviser to various separate
accounts and general accounts of Equitable Life and other affiliated
insurance companies. Alliance also provides management and consulting
services to mutual funds, endowment funds, insurance companies, foreign
entities, qualified and non-tax qualified corporate funds, public and private
pension and profit-sharing plans, foundations and tax- exempt organizations.

Alliance's record as an investment manager is based, in part, on its ability
to provide a diversity of investment services to domestic and international
markets. Alliance prides itself on its ability to attract and retain a
quality, professional work force. Alliance employs 180 investment
professionals, including 81 research analysts. Portfolio managers have an
average investment experience of more than 16 years.

Alliance's main office is located at 1345 Avenue of the Americas, New York,
New York 10105. Alliance, a publicly-traded limited partnership, is
indirectly majority-owned by Equitable Life.

<PAGE>

INVESTMENT POLICIES AND OBJECTIVES OF THE TRUST'S PORTFOLIOS

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

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

<TABLE>
<CAPTION>
Portfolio Investment Policy Objective
- --------------------------- ---------------------------------------------------- -----------------------------
<S> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors Diversified mix of publicly-traded, fixed-income and High total return without, in
equity securities; asset mix and security selection the adviser's opinion, undue
are primarily based upon factors expected to reduce risk to principal
risk. The Portfolio is generally expected to hold
approximately 70% of its assets in fixed income
securities and 30% in equity securities.

Growth Investors Diversified mix of publicly-traded, fixed-income and High total return consistent
equity securities; asset mix and security selection with the adviser's
based upon factors expected to increase possibility determination of reasonable
of high long-term return. The Portfolio is generally risk
expected to hold approximately 70% of its assets in
equity securities and 30% in fixed income
securities.

EQUITY SERIES:

Growth & Income Primarily income producing common stocks and High total return through a
securities convertible into common stocks. combination of current income
and capital appreciation
Common Stock Primarily common stock and other equity-type Long-term growth of capital
instruments. and increasing income

Global Primarily equity securities of non-United States as Long-term growth of capital
well as United States companies.

International Primarily equity securities selected principally to Long-term growth of capital
permit participation in non-United States companies
with prospects for growth.

Aggressive Stock Primarily common stocks and other equity-type Long-term growth of capital
securities issued by medium and other smaller sized
companies with strong growth potential.

FIXED INCOME SERIES:

Money Market Primarily high quality short-term money market High level of current income
instruments. while preserving assets and
maintaining liquidity

Intermediate Government Primarily debt securities issued or guaranteed by High current income
Securities the U.S. government, its agencies and consistent with relative
instrumentalities. Each investment will have a final stability of principal
maturity of not more than 10 years or a duration not
exceeding that of a 10-year Treasury note.
</TABLE>

<PAGE>

PART 3: INVESTMENT PERFORMANCE

This Part presents performance data for each of the Investment Funds (other
than the International Fund which was established in 1995) calculated by two
methods. The first method, used in calculating values for the two tables in
"Performance Data for a Certificate," reflects all applicable fees and
charges other than the charge for premium taxes. The second method, used in
preparing rates of return for the three tables in "Rate of Return Data for
Investment Funds," reflects all fees and charges other than the distribution
fee, the withdrawal charge, the guaranteed minimum death benefit charge, the
annual contract fee and the charge for premium taxes. These additional
charges would effectively reduce the rates of return credited to a particular
Certificate.

The Separate Account was recently established and has had no prior operations
and no Certificates have been issued prior to the date of this prospectus.
The calculations of investment performance shown below are based on the
actual investment results of the Portfolios of the Trust, from which certain
fees and charges applicable under the Accumulator have been deducted. The
results shown are not an estimate or guarantee of future investment
performance, and do not reflect the actual experience of amounts invested
under a particular Certificate.

See "Part 4: The Guaranteed Period Account" for information on the Guaranteed
Period Account.

PERFORMANCE DATA FOR A CERTIFICATE

The standardized performance data in the following tables illustrate the
average annual total return of the Investment Funds over the periods shown,
assuming a single initial contribution of $1,000 and the surrender of the
Certificate at the end of each period. These tables (which reflect the first
calcu- lation method described above) are prepared in a manner prescribed by
the SEC for use when we advertise the performance of the Separate Account. An
Investment Fund's average annual total return is the annual rate of growth of
the Investment Fund that would be necessary to achieve the ending value of a
contribution kept in the Investment Fund for the period specified.

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

In order to calculate annualized rates of return, we divide the Cash Value of
a Certificate which is surrendered on December 31, 1994 by the $1,000
contribution made at the beginning of each period illustrated. The annual
contract fee is computed based on an initial contribution of $10,000. The
result of that calculation is the total growth rate for the period. Then we
annualize that growth rate to obtain the average annual percentage increase
(decrease) during the period shown. When we "annualize," we assume that a
single rate of return applied each year during the period will produce the
ending value, taking into account the effect of compounding.

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1994

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
--------------------------------------------------
ONE THREE FIVE TEN SINCE
INVESTMENT FUND YEAR YEARS YEARS YEARS INCEPTION*
- --------------------------- ------ -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $874 $1,011 $1,272 -- $1,305
Growth Investors 881 1,053 1,730 -- 1,788
EQUITY SERIES:
Growth & Income 908 -- -- -- 902
Common Stock 890 1,137 1,415 $3,496 8,705
Global 962 1,247 1,497 -- 1,764
Aggressive Stock 868 966 1,969 -- 3,981
</TABLE>

<PAGE>

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1994
(CONTINUED)

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
-------------------------------------------------
ONE THREE FIVE TEN SINCE
INVESTMENT FUND YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ------ ------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
Money Market $955 $ 997 $1,125 $1,517 $2,084
Intermediate Govt. Securities 873 1,006 -- -- 1,124
<FN>
- ----------------
* The "Since Inception" dates are as follows: Conservative Investors
(October 2, 1989); Growth Investors (October 2, 1989); Growth & Income
(October 1, 1993); Common Stock (January 13, 1976); Global (August 27,
1987); Aggressive Stock (January 27, 1986); Money Market (July 13, 1981);
and Intermediate Government Securities (April 1, 1991).
</TABLE>

AVERAGE ANNUAL TOTAL RETURN UNDER A CERTIFICATE SURRENDERED ON
DECEMBER 31, 1994

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
-----------------------------------------------------
THREE FIVE TEN SINCE
INVESTMENT FUND ONE YEAR YEARS YEARS YEARS INCEPTION*
- ------------------------------- ---------- -------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors (12.62)% 0.35% 4.93% -- 4.53%
Growth Investors (11.94) 1.74 11.59 -- 10.17
EQUITY SERIES:
Growth & Income (9.25) -- -- -- (5.02)
Common Stock (11.00) 4.38 7.19 13.33% 12.06
Global (3.81) 7.64 8.41 -- 7.35
Aggressive Stock (13.16) (1.14) 14.51 -- 16.59
FIXED INCOME SERIES:
Money Market (4.46) (0.10) 2.39 4.25 5.39
Intermediate Govt. Securities (12.72) 0.19 -- --c 2.97
<FN>
- ---------------
* The "Since Inception" dates are as follows: Conservative Investors
(October 2, 1989); Growth Investors (October 2, 1989); Growth & Income
(October 1, 1993); Common Stock (January 13, 1976); Global (August 27, 1987);
Aggressive Stock (January 27, 1986); Money Market (July 13, 1981); and
Intermediate Government Securities (April 1, 1991).
</TABLE>

RATE OF RETURN DATA FOR INVESTMENT FUNDS

The following tables (which reflect the second calculation method described
above) provide you with information on rates of return on an annualized,
cumulative and year-by-year basis.

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

Performance data of the Money Market and Common Stock Funds for the periods
prior to March 22, 1985, reflect the investment results of two open-end
management separate accounts (the "predecessor separate accounts") which were
reorganized in unit investment trust form. The "since inception" figures for
these Funds are based on the date of inception of the predecessor separate
accounts. This performance data has been adjusted to reflect the maximum
investment advisory fee payable for the corresponding Portfolio of the Trust
as well as an assumed charge of 0.06% for direct operating expenses.

Performance data for the remaining Investment Funds reflect (i) the
investment results of the corresponding Portfolios of the Trust from the date
of inception of those Portfolios and (ii) the actual investment advisory fee
and direct operating expenses of the relevant Portfolio.

The performance data for all periods has also been adjusted to reflect the
Separate Account mortality

<PAGE>

and expense risk charge, and the asset based administrative charge equal to a
total of 1.15% relating to the Certificates, as well as the Trust's expenses.

BENCHMARKS

Market indices are not subject to any charges for investment advisory fees,
brokerage commission or other operating expenses typically associated with a
managed portfolio. Nor do they reflect other charges such as the mortality
and expense risk charge and the asset based administrative charge under the
Certificates. Comparisons with these benchmarks, therefore, are of limited
use. We include them because they are widely known and may help you to
understand the universe of securities from which each Portfolio is likely to
select its holdings. Benchmark data reflect the reinvestment of dividend
income.

PORTFOLIO INCEPTION DATES AND COMPARATIVE BENCHMARKS:

Asset Allocation Series:

CONSERVATIVE INVESTORS: October 2, 1989; 70% Lehman Treasury Bond Composite
Index and 30% Standard & Poor's 500 Index.

GROWTH INVESTORS: October 2, 1989; 30% Lehman Government/Corporate Bond Index
and 70% Standard & Poor's 500 Index.

Equity Series:

GROWTH & INCOME: October 1, 1993; 75% Standard & Poor's 500 Index and 25%
Value Line Convertible Index.

COMMON STOCK: January 13, 1976; Standard & Poor's 500 Index.

GLOBAL: August 27, 1987; Morgan Stanley Capital International World Index.

AGGRESSIVE STOCK: January 27, 1986; 50% Standard & Poor's 500 Index and 50%
National Association of Securities Dealers Automated Quotation System
Composite.

Fixed Income Series:

MONEY MARKET: July 13, 1981; Salomon Brothers Three-Month T-Bill Index.

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

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

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:*

GROWTH INVESTORS (4.64) 4.04 12.60 -- -- 12.77
Lipper Flexible Portfolio (3.65) 4.46 7.01 -- -- 6.86
Benchmark (0.13) 5.83 8.39 -- -- 8.49

EQUITY SERIES:
GROWTH & INCOME (1.95) -- -- -- -- (1.99)
Lipper Growth & Income (1.62) -- -- -- -- 0.03
Benchmark 0.01 -- -- -- -- 1.84

COMMON STOCK (3.70) 6.60 8.43 13.86% 13.95% 12.58
Lipper Growth (2.42) 5.10 7.90 11.81 12.34 11.95
Benchmark 1.32 6.25 8.68 14.38 14.50 13.12
</TABLE>

<PAGE>

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
-------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
GLOBAL 3.49% 9.80% 9.66% -- -- 9.03%
Lipper Global (2.40) 7.58 4.57 -- -- 3.52
Benchmark 5.08 6.85 3.67 -- -- 4.97

AGGRESSIVE STOCK (5.86) 1.30 15.43 -- -- 17.27
Lipper Small Company Growth (2.68) 20.63 12.56 -- -- 14.45
Benchmark (0.94) 7.46 9.65 -- -- 11.41

FIXED INCOME SERIES:
MONEY MARKET 2.84 2.33 3.77 5.05% -- 6.31
Lipper Money Market 2.62 2.15 3.56 4.94 -- 6.46
Benchmark 4.22 3.63 4.90 5.98 -- 7.19

INTERMEDIATE GOVERNMENT
SECURITIES (5.42) 2.55 -- -- -- 4.93
Lipper U.S. Government (4.94) 2.87 -- -- -- 5.57
Benchmark (1.75) 4.36 -- -- -- 6.55
<FN>
- --------------
* See footnote on next page.
</TABLE>

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:*

GROWTH INVESTORS (4.64) 12.65 81.31 -- -- 88.03
Lipper Flexible Portfolio (3.65) 14.00 40.35 -- -- 41.66
Benchmark (0.13) 18.54 49.63 -- -- 53.39

EQUITY SERIES:
GROWTH & INCOME (1.95) -- -- -- -- (2.50)
Lipper Growth & Income (1.62) -- -- -- -- 0.04
Benchmark 0.01 -- -- -- -- 2.30

COMMON STOCK (3.70) 21.20 50.06 266.48% 610.21% 846.46
Lipper Growth (2.42) 16.11 46.28 205.37 472.97 753.79
Benchmark 1.32 19.95 51.64 283.20 662.68 938.20

GLOBAL 3.49 32.51 58.79 -- -- 88.89
Lipper Global (2.40) 24.49 25.04 -- -- 29.26
Benchmark 5.08 21.99 19.74 -- -- 42.79

AGGRESSIVE STOCK (5.86) 3.95 105.30 -- -- 315.16
Lipper Small Company Growth (2.68) 75.55 80.72 -- -- 236.98
Benchmark (0.94) 24.10 58.49 -- -- 162.45

FIXED INCOME SERIES:
MONEY MARKET 2.84 7.18 20.37 63.67 -- 128.07
Lipper Money Market 2.62 6.60 19.12 62.02 -- 132.86
Benchmark 4.22 11.29 26.99 78.68 -- 155.41
<FN>
- --------------
* See footnote on next page.
</TABLE>

<PAGE>
CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:* (CONTINUED)
<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
--------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
INTERMEDIATE GOVERNMENT
SECURITIES (5.42)% 7.86% -- -- -- 19.84 %
Lipper U.S. Government (4.94) 8.85 -- -- -- 22.56
Benchmark (1.75) 13.65 -- -- -- 26.89
</TABLE>

YEAR-BY-YEAR RATES OF RETURN*
<TABLE>
<CAPTION>
1982 1983 1984 1985 1986
-------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE
INVESTORS -- -- -- -- --
GROWTH INVESTORS -- -- -- -- --
EQUITY SERIES:
GROWTH & INCOME -- -- -- -- --
COMMON STOCK** 16.21% 24.64% (3.08)% 31.88% 15.99%
GLOBAL -- -- -- -- --
AGGRESSIVE STOCK -- -- -- -- 34.43
FIXED INCOME SERIES:
MONEY MARKET** 11.71 7.69 9.58 6.91 5.38
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- -- -- --
</TABLE>

<TABLE>
<CAPTION>
1987 1988 1989 1990 1991 1992 1993 1994
-------- -------- --------- -------- -------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE
INVESTORS -- -- 2.80% 5.17% 18.47% 4.57% 9.49% (5.32)%
GROWTH INVESTORS -- -- 3.71 9.34 47.20 3.73 13.94 (4.64)
EQUITY SERIES:
GROWTH & INCOME -- -- -- -- -- -- (0.54) (1.95)
COMMON STOCK** 6.25% 21.03% 24.16 (9.17) 36.31 2.02 23.40 (3.70)
GLOBAL (13.62) 9.92 25.28 (7.15) 29.05 (1.66) 30.16 3.49
AGGRESSIVE STOCK 6.07 (0.03) 41.86 6.92 84.72 (4.29) 15.43 (5.86)
FIXED INCOME SERIES:
MONEY MARKET** 5.41 6.09 7.93 7.00 4.96 2.34 1.81 2.84
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- -- -- 11.11 4.38 9.31 (5.42)
<FN>
- ---------------
* Returns do not reflect the distribution fee, the withdrawal charge, the
guaranteed minimum death benefit charge and the annual contract fee.
** Prior to 1982 the Year-by-Year Rates of Return were:
</TABLE>

1976 1977 1978 1979 1980 1981
---- ---- ---- ---- ---- ----
COMMON STOCK 8.19% (10.27)% 6.99% 28.32% 48.34% (6.93)%
MONEY MARKET -- -- -- -- -- 5.70

COMMUNICATING PERFORMANCE DATA

In reports or other communications or in advertising material, we may
describe general economic and market conditions affecting the Separate
Account and the Trust and may compare the performance of the Investment Funds
with (1) that of other insurance company separate accounts or mutual funds
included in the rankings prepared by Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS or similar investment services that monitor the
performance of insurance company separate accounts or mutual funds, (2) other
appropriate indices of investment securities and averages for peer universes
of funds which are shown under "Benchmarks" and "Fund Inception Dates and
Comparative Benchmarks" in this Part 3, or (3) data developed by us derived
from such indices or averages. The Morningstar Variable Annuity/Life Report
consists of nearly 700 variable life and annuity funds, all of which report
their data net of investment management fees, direct operating expenses and
separate account charges. VARDS is a monthly reporting service that monitors
approximately 760 variable life and variable annuity funds on performance and
account information. Advertisements or other communications furnished to
present or prospective Certificate Owners may also include evaluations of an
Investment Fund or Portfolio by financial publications that are nationally
recognized such as Barron's, Morningstar's Variable Annuity Sourcebook,
Business Week, Chicago Tribune, Forbes, Fortune, Institutional Investor,
Investment Adviser, Investment Dealer's Digest, Investment Management Weekly,
Los Angeles Times, Money, Money Management Letter, Kiplinger's Personal
Finance, Financial Planning, National Underwriter, Pension & Investments, USA
Today, Investor's Daily, The New York Times, and The Wall Street Journal.

<PAGE>

MONEY MARKET FUND AND INTERMEDIATE GOVERNMENT SECURITIES FUND YIELD
INFORMATION

The current yield and effective yield of the Money Market Fund and
Intermediate Government Securities Fund may appear in reports and promotional
material to current or prospective Certificate Owners.

Money Market Fund

Current yield for the Money Market Fund will be based on net changes in a
hypothetical investment over a given seven-day period, exclusive of capital
changes, and then "annualized" (assuming that the same seven-day result would
occur each week for 52 weeks). "Effective yield" is calculated in a manner
similar to that used to calculate current yield, but when annualized, any
income earned by the investment is assumed to be reinvested. The "effective
yield" will be slightly higher than the "current yield" because any earnings
are compounded weekly. Money Market Fund yields and effective yields assume
the deduction of all Certificate charges and expenses other than the
distribution fee, withdrawal charge, guaranteed minimum death benefit charge
and any premium tax charges. See "Part 4: Money Market Fund and Intermediate
Government Securities Fund Yield Information" in the SAI.

Intermediate Government Securities Fund

Current yield for the Intermediate Government Securities Fund will be based
on net changes in a hypothetical investment over a given 30-day period,
exclusive of capital changes, and then "annualized" (assuming that the same
30-day result would occur each month for 12 months). "Effective yield" is
calculated in a manner similar to that used to calculate current yield, but
when annualized, any income earned by the investment is assumed to be
reinvested. The "effective yield" will be slightly higher than the "current
yield" because any earnings are compounded monthly.

Intermediate Government Securities Fund yields and effective yields assume
the deduction of all Certificate charges and expenses other than the
distribution fee, withdrawal charge, guaranteed minimum death benefit charge
and any premium tax charges. See "Part 4: Money Market Fund and Intermediate
Government Securities Fund Yield Information" in the SAI.

<PAGE>

PART 4: THE GUARANTEED PERIOD ACCOUNT

GUARANTEE PERIODS

Each amount allocated to a Guarantee Period and held to the Period's
Expiration Date accumulates interest at a Guaranteed Rate. The Guaranteed
Rate for each allocation is the interest rate applicable to new allocations
to that Guarantee Period, which was in effect on the Transaction Date for the
allocation. We use the term GUARANTEED PERIOD AMOUNT to refer to the amount
allocated to and accumulated in each Guarantee Period. The Guaranteed Period
Amount is reduced or increased by any market value adjustment as a result of
withdrawals, transfers or charges (see below).

Your Guaranteed Period Account contains the Guarantee Periods to which you
have allocated Annuity Account Value. On the Expiration Date of a Guarantee
Period, its Guaranteed Period Amount and its value in the Guaranteed Period
Account are equal. We call the Guaranteed Period Amount on an Expiration Date
the Guarantee Period's Maturity Value. We report the Annuity Account Value in
your Guaranteed Period Account to reflect any market value adjustment that
would apply if all Guaranteed Period Amounts were withdrawn as of the
calculation date. The Annuity Account Value in the Guaranteed Period Account
on any Business Day, therefore, will be the sum of the present value of the
Maturity Value in each Guarantee Period, using the Guaranteed Rate in effect
for new allocations to each such Guarantee Period on such date.

Guarantee Periods and Expiration Dates

We currently offer Guarantee Periods ending on February 15 for each of the
maturity years 1996 through 2005. Not all Guarantee Periods will be available
to Annuitants ages 71 and above. See "Allocation of Contributions" in Part 5.
As Guarantee Periods expire we expect to add maturity years so that generally
10 are available in all states at any time.

We will not accept allocations to a Guarantee Period if, on the Transaction
Date:

o Such Transaction Date and the Expiration Date for such Guarantee Period
fall within the same calendar year.
o The Guaranteed Rate is 3%.
o The Guarantee Period has an Expiration Date beyond your Annuity
Commencement Date.

<PAGE>

Guaranteed Rates and Price Per $100 of Maturity Value

Because the Maturity Value of a contribution allocated to a Guarantee Period
can be determined at the time it is made, you can determine the amount
required to be allocated to a Guarantee Period in order to produce a target
Maturity Value (assuming no transfers or withdrawals are made and no charges
are allocated to the Guarantee Period). The required amount is the present
value of that Maturity Value at the Guaranteed Rate on the Transaction Date
for the contribution, which may also be expressed as the price per $100 of
Maturity Value on such Transaction Date.

Illustrative Guaranteed Rates for new allocations as of February 15, 1995 and
the related price per $100 of Maturity Value for each currently available
Guarantee Period were as follows:

<TABLE>
<CAPTION>
GUARANTEE
PERIODS WITH GUARANTEED
EXPIRATION DATE RATE AS OF PRICE PER $100
FEBRUARY 15 OF FEBRUARY 15, OF MATURITY
MATURITY YEAR 1995 VALUE
- --------------- ------------- --------------
<S> <C> <C>
1996 5.62% $94.68
1997 6.01 88.97
1998 6.28 83.29
1999 6.40 78.01
2000 6.44 73.18
2001 6.50 68.51
2002 6.62 63.82
2003 6.72 59.41
2004 6.84 55.11
2005 6.96 51.00
</TABLE>

Allocation Among Guarantee Periods

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

For example, if you wish to have $100 mature on February 15 of each of years
1997 through 2001, then according to the above table the lump sum
contribution you would have to make as of February 15, 1995 would be $391.96
(i.e., the sum of the price per $100 of Maturity Value for each maturity year
from 1997 through 2001).

The above table is provided to illustrate the use of present value
calculations. It does not take into

<PAGE>

account the potential for charges to be deducted or withdrawals or transfers
from Guarantee Periods. Actual calculations will also be based on Guaranteed
Rates on each actual Transaction Date, which may differ.

Options at Expiration Date

We will notify you on or before December 31st prior to the Expiration Date of
each Guarantee Period in which you have any Guaranteed Period Amount. You may
elect one of the following options to be effective at the Expiration Date,
subject to the restrictions set forth on the prior page and under "Allocation
of Contributions" in Part 5:

(a) to transfer the Maturity Value into any Guarantee Period we are then
offering, or into any of our Investment Funds; or

(b) to withdraw the Maturity Value (subject to any withdrawal charges which
may apply).

If we have not received your election as of the Expiration Date, the Maturity
Value in the expired Guarantee Period will be transferred into the Guarantee
Period with the earliest Expiration Date.

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

Any withdrawal (including transfers, surrenders and deductions) from a
Guarantee Period prior to its Expiration Date will cause any remaining
Guaranteed Period Amount for that Guarantee Period to be increased or
decreased by a market value adjustment. The amount of the adjustment will
depend on two factors: (a) the difference between the Guaranteed Rate
applicable to the amount being withdrawn and the Guaranteed Rate on the
Transaction Date for new allocations to a Guarantee Period with the same
Expiration Date, and (b) the length of time remaining until the Expiration
Date. In general, if interest rates have risen between the time when an
amount was originally allocated to a Guarantee Period and the time it is
withdrawn, the market value adjustment will be negative, and vice versa; and
the longer the period of time remaining until the Expiration Date, the
greater the impact of the interest rate difference. Therefore, it is possible
that a significant rise in interest rates could result in a substantial
reduction in your Annuity Account Value in the Guaranteed Period Account
related to longer term Guarantee Periods.

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

(1) We determine the present value of the Maturity Value on the Transaction
Date as follows:

(a) We determine the Guaranteed Period Amount that would be payable on the
Expiration Date, using the applicable Guaranteed Rate.

(b) We determine the period remaining in your Guarantee Period (based on the
Transaction Date) and convert it to fractional years based on a 365 day
year. For example three years and 12 days becomes 3.0329.

(c) We determine the current Guaranteed Rate which applies on the Transaction
Date to new allocations to the same Guarantee Period.

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

<PAGE>

(2) We determine the Guaranteed Period Amount as of the current date.

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

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

The Guaranteed Rate for new allocations to a Guarantee Period is the rate we
have in effect for this purpose even if new allocations to that Guarantee
Period would not be accepted at the time. This rate will not be less than 3%.
If we do not have a Guaranteed Rate in effect for a Guarantee Period to which
the "current Guaranteed Rate" in (1)(c) would apply, we will use the rate at
the next closest Expiration Date. If we are no longer offering new Guarantee
Periods, the "current Guaranteed Rate" will be determined in accordance with
our procedures then in effect. For purposes of calculating the market value
adjustment only, we reserve the right to add up to 0.25% to the current rate
in (1)(c) above.

DEATH BENEFIT AMOUNT

The death benefit provided with respect to the Guaranteed Period Account is
equal to the Annuity Account Value in the Guaranteed Period Account or,

<PAGE>

if greater, the sum of the Guaranteed Period Amounts in each Guarantee
Period. See "Annuity Account Value" in Part 5.

INVESTMENTS

Contributions received under the Certificates and allocated to Guarantee
Periods will be held in a "nonunitized" separate account established by
Equitable Life under the laws of New York. A nonunitized separate account is
a separate account in which the Certificate Owner has no claim on, or
participation in the performance of, the assets held in the account.
Investments purchased with amounts allocated to the Guaranteed Period Account
are the property of Equitable Life. Any favorable investment performance on
the assets held in the separate account accrues solely to Equitable Life's
benefit. Equitable Life may, subject to applicable state law, transfer all
assets allocated to the separate account to its general account. Regardless
of whether assets supporting Guaranteed Period Accounts are held in a
separate account or our general account, all benefits relating to the Annuity
Account Value in the Guaranteed Period Account are guaranteed by Equitable
Life.

Equitable Life has no specific formula for establishing the Guaranteed Rates
for the Guarantee Periods. Equitable Life expects the rates to be influenced
by, but not necessarily correspond to, among other things, the yields on the
fixed income securities to be acquired with amounts that are allocated to the
Guarantee Periods at the time that the Guaranteed Rates are established. Our
current plans are to invest such amounts in fixed income obligations,
including corporate bonds, mortgage backed and asset backed securities and
government and agency issues having durations in the aggregate consistent
with those of the Guarantee Periods.

Although the foregoing generally describes Equitable Life's plans for
investing the assets supporting Equitable Life's obligations under the fixed
portion of the Certificates, Equitable Life is not obligated to invest those
assets according to any particular plan except as may be required by state
insurance laws, nor will the Guaranteed Rates Equitable Life establishes be
determined by the performance of the nonunitized separate account.

General Account

Our general account supports all of our policy and contract guarantees,
including those applicable to the Guaranteed Period Account, as well as our
general obligations.

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
applicable exemptions and exclusionary provisions, interests in the general
account have not been registered under the Securities Act of 1933 (1933 Act),
nor is the general account an investment company under the 1940 Act.
Accordingly, the general account is not subject to regulation under the 1933
Act or the 1940 Act. However, the market value adjustment interests under the
Certificates are registered under the 1933 Act.

<PAGE>

PART 5: PROVISIONS OF THE CERTIFICATES AND SERVICES WE PROVIDE

The provisions of your Certificate may be restricted by applicable laws or
regulations.

AVAILABILITY OF THE CERTIFICATES

The Certificates are available for Annuitant issue ages 20 through 78.

CONTRIBUTIONS UNDER THE CERTIFICATES

Your initial contribution must be at least $10,000.

Subsequent contributions may be made in an amount of at least $1,000 at any
time. Subsequent contributions may no longer be made once the Annuitant
reaches age 78. We may refuse to accept any contributions if the sum of all
contributions under a Certificate would then total more than $1,500,000.

Contributions are credited as of the Transaction Date.

METHODS OF PAYMENT

Except as indicated below, all contributions must be made by check. All
contributions made by check must be drawn on a bank or credit union in the
U.S., in U.S. dollars and made payable to Equitable Life. All checks are
accepted subject to collection. All contributions should be sent to Equitable
Life at our Processing Office.

WIRE TRANSMITTALS

We will accept, by agreement with broker-dealers who use wire transmittals,
transmittal of initial contributions by wire order from the broker-dealer to
the Processing Office. Such transmittals must be accompanied by essential
information we require to allocate the contribution.

Contributions accepted by wire order will be invested at the value next
determined following receipt. Wire orders not accompanied by complete
information, may be retained for a period not exceeding five Business Days
while an attempt is made to obtain the required information. If the required
information cannot be obtained within those five Business Days, the
Processing Office will inform the broker-dealer, on behalf of the applicant,
of the reasons for the delay and return the contribution immediately to the
broker-dealer for return to the applicant, unless the applicant specifically
consents to our retaining the contribution until the required information is
received by the Processing Office.

Notwithstanding the acceptance by us of the wire order and the essential
information, however, a Certificate will not be issued until the receipt and
acceptance of a properly completed application. During the time from receipt
of the initial contribution until a signed application is received from the
Certificate Owner, no other financial transactions may be requested.

If an application is not received within ten days of receipt of the initial
contribution via wire order, or if an incomplete application is received and
cannot be completed within ten days of receipt of the initial contribution,
the amount of the initial contribution will be returned to the broker-dealer
for return to the applicant.

After your Certificate has been issued, subsequent contributions may be
transmitted by wire.

ALLOCATION OF CONTRIBUTIONS

You have two options from which to choose for allocation of your
contributions: Self-Directed Allocation and Principal Assurance.

Self-Directed Allocation

You design your own investment program by allocating your contributions among
the Investment Options in any way you choose. Your contributions may be
allocated to one or up to all of the available Investment Options at any
time. We allocate contributions among the Investment Options according to
your allocation percentages. Allocations must be in whole percentages.
Allocation percentages can be changed at any time by writing to our
Processing Office, or by telephone. The change will be effective on the
Transaction Date and will remain in effect for future contributions unless
another change is requested. Allocation of the initial contribution is
subject to the provisions for the free look period. See "Free Look Period"
below. Allocation of any contribution to the Guaranteed Period Account is
subject to the following restrictions.

o No more than 60% of any contribution may be allocated to the Guaranteed
Period Account.

o For Annuitants ages 71 through 74, allocations may not be made to a
Guarantee Period with a maturity year that would exceed the year in

<PAGE>

which the Annuitant will attain age 80. For Annuitants ages 75 and above,
allocations may be made only to Guarantee Periods with maturities of five
years or less; however, in no event may allocations be made to Guarantee
Periods with maturities beyond the Annuity Commencement Date.

Principal Assurance

This option is designed to assure that your Maturity Value in a specified
Guarantee Period equals your initial contribution, while at the same time
allowing you to invest in the Investment Funds. The year you select may be no
earlier than 2002 nor later than 2005. However, in no event may you elect a
year beyond the year in which the Annuitant will attain age 80. In order to
accomplish this strategy, we will allocate a portion (equal to the present
value) of your initial contribution to a Guarantee Period based on the year
you select. See "Guaranteed Rates and Price Per $100 of Maturity Value" in
Part 4. You may allocate the balance of your contribution to the Investment
Funds in any way you choose. Such allocations to the Investment Funds must be
in whole percentages. Allocation of the portion of your initial contribution
to the Investment Funds is subject to the provisions for the free look
period. See "Free Look Period" below.

Principal Assurance assumes no withdrawals or transfers of the amount
allocated to the specified Guarantee Period.

Subsequent contributions must be allocated under "Self-Directed Allocation"
described above.

Allocations to the Investment Funds

A contribution allocated to an Investment Fund purchases Accumulation Units
in that Investment Fund based on the Accumulation Unit Value for that
Investment Fund computed on the Transaction Date.

Allocations to the Guaranteed Period Account

Contributions allocated to the Guaranteed Period Account will have the
Guaranteed Rate for the specified Guarantee Period offered on the Transaction
Date.

FREE LOOK PERIOD

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

Your refund will equal the Annuity Account Value reflecting any investment
gain or loss, and any positive or negative market value adjustment, through
the date we receive your Certificate at our Processing Office. Some states
may require that we calculate the refund differently. In those states that
require that we calculate the refund differently, we may require that your
initial contribution to the Investment Funds be allocated to the Money Market
Fund until the end of the free look period.

We follow these same procedures if you change your mind before a Certificate
has been issued, but after a contribution has been made. See "Part 8: Tax
Aspects of the Certificates" for possible consequences of canceling your
Certificate during the free look period.

If you cancel your Certificate during the free look period, we may require
that you wait six months before you may apply for a Certificate with us
again.

ANNUITY ACCOUNT VALUE

The Annuity Account Value is the sum of the Annuity Account Values in the
Investment Funds and the Guaranteed Period Account.

Annuity Account Value in Investment Funds

The Annuity Account Value in an Investment Fund on any Business Day is equal
to the number of Accumulation Units in that Investment Fund times the
Accumulation Unit Value for the Investment Fund for that date. The number of
Accumulation Units in an Investment Fund at any time is equal to the sum of
Accumulation Units purchased by contributions and transfers less the sum of
Accumulation Units redeemed for withdrawals, transfers or deductions for
charges.

The number of Accumulation Units purchased or sold in any Investment Fund
equals the dollar amount of the transaction divided by the Accumulation Unit
Value for that Investment Fund for the applicable Transaction Date.

<PAGE>

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

<PAGE>

Accumulation Unit Values

The Accumulation Unit Value for each Investment Fund will be set at $10.00 on
the date each Fund receives initial funds. For each subsequent Valuation
Period, the Accumulation Unit Value will be the Accumulation Unit Value for
the immediately preceding Valuation Period multiplied by the net investment
factor for that subsequent Valuation Period. For information on the net
investment factor, see "Part 1--Accumulation Unit Values" in the SAI.

Annuity Account Value in Guaranteed Period
Account

The Annuity Account Value in the Guaranteed Period Account on any Business
Day will be the sum of the present value of the Maturity Value in each
Guarantee Period, using the Guaranteed Rate in effect for new allocations to
such Guarantee Period on such date. (This is equivalent to the Guaranteed
Period Amount increased or decreased by the full market value adjustment.)
The Annuity Account Value, therefore, may be higher or lower than the
contributions (less withdrawals) accumulated at the Guaranteed Rate. At the
Expiration Date the Annuity Account Value in the Guaranteed Period Account
will equal the Maturity Value. See "Part 4: The Guaranteed Period Account."

TRANSFERS AMONG INVESTMENT OPTIONS

At any time prior to the Annuity Commencement Date, you may transfer all or
portions of your Annuity Account Value among the Investment Options, subject
to the following restrictions.

o No transfers are permitted to or from the Guaranteed Period Account
during the first Contract Year and only one transfer per Contract Year may
be made thereafter.

o The amount transferred to or from the Guaranteed Period Account must be
at least $2,000 or, if less, the entire Annuity Account Value may be
transferred from the Guaranteed Period Account. Similarly, the entire
Annuity Account Value in the Investment Funds may be transferred to the
Guaranteed Period Account.

o Transfers out of the Guaranteed Period Account other than at the
Expiration Date will be subject to a market value adjustment. See "Part
4: The Guaranteed Period Account."

o Transfers to Guarantee Periods are subject to the restrictions set
forth under "Guarantee Periods and Expiration Dates" in Part 4 and are
limited based on the attained age of the Annuitant. See "Allocation of
Contributions" above.

Transfer requests must be made directly to our Processing Office. Your
request for a transfer should specify your Certificate number, the amounts or
percentages to be transferred and the Investment Options to and from which
the amounts are to be transferred. Your transfer request may be in writing or
by telephone.

For telephone transfer requests, procedures have been established by
Equitable Life that are considered to be reasonable and are designed to
confirm that instructions communicated by telephone are genuine. Such
procedures include requiring certain personal identification information
prior to acting on telephone instructions and providing written confirmation.
In light of the procedures established, Equitable Life will not be liable for
following telephone instructions that it reasonably believes to be genuine.

We may restrict, in our sole discretion, the use of an agent acting under a
power of attorney, such as a market timer, on behalf of more than one
Certificate Owner to effect transfers. Any agreements to use market timing
services to effect transfers are subject to our rules then in effect and must
be on a form satisfactory to us.

A transfer request will be effective on the Transaction Date and the transfer
to or from Investment Funds will be made at the Accumulation Unit Value next
computed after the Transaction Date. All transfers will be confirmed in
writing.

DOLLAR COST AVERAGING

If you have at least $10,000 of Annuity Account Value in the Money Market
Fund, you may choose to have a specified dollar amount transferred from the
Money Market Fund to other Investment Funds on a monthly basis. The main
objective of dollar cost averaging is to attempt to shield your investment
from short term price fluctuations. Since the same dollar amount is
transferred to other Investment Funds each month, more Accumulation Units are
purchased in an Investment Fund if the value per Accumulation Unit is low and
fewer Accumulation Units are purchased if the value per Accumulation Unit is
high. Therefore, a lower average value per Accumulation Unit may be achieved
over the long term. This plan of investing allows you to take advantage of
market fluctuations but does not assure a profit or protect against a loss in
declining markets.

<PAGE>

The dollar cost averaging option may be elected at the time you apply for the
Certificate or at a later date. The minimum amount that may be transferred
each month is $250. The maximum amount which may be transferred is equal to
the Annuity Account

<PAGE>

Value in the Money Market Fund at the time the option is elected, divided by
12.

The transfer date will be the same calendar day each month as the Contract
Date. If, on any transfer date, the Annuity Account Value in the Money Market
Fund is equal to or less than the amount you have elected to have
transferred, the entire amount will be transferred and the dollar cost
averaging option will end. You may change the transfer amount once each
Contract Year, or cancel this option by sending us satisfactory notice to our
Processing Office at least seven calendar days before the next transfer date.

WITHDRAWALS

The Accumulator is an annuity contract, even though you may elect to receive
your benefits in a non- annuity form. You may take withdrawals from your
Certificate before the Annuity Commencement Date and while the Annuitant is
alive. Two withdrawal options are available: Lump Sum Withdrawals and
Periodic Withdrawals. Withdrawals may result in withdrawal charges. See "Part
6: Deductions and Charges." Withdrawals may also be taxable and subject to
tax penalty. See "Part 8: Tax Aspects of the Certificates."

Amounts withdrawn from the Guaranteed Period Account, other than at the
Expiration Date, will result in a market value adjustment. See "Market Value
Adjustment for Withdrawals, Transfers or Surrender Prior to the Expiration
Date" in Part 4.

As a deterrent to early withdrawal (generally prior to age 59 1/2 ) the Code
provides certain penalties. We may also be required to withhold income taxes
from the amount distributed. These rules are outlined in "Part 8: Tax Aspects
of the Certificates."

o LUMP SUM WITHDRAWALS--After the first Contract Year, you may take a
withdrawal once per Contract Year at any time during such Contract Year.
The minimum amount of such withdrawal is $1,000. A request to withdraw more
than 90% of the Cash Value as of the date of the withdrawal will result in
the termination of the Certificate and will be treated as a surrender of
the Certificate for its Cash Value. See "Surrendering the Certificates to
Receive the Cash Value," below.

To make a Lump Sum Withdrawal, you must submit a request satisfactory to us
which specifies the Investment Options from which the Lump Sum Withdrawal
will be taken. If we have received the information we require, the requested
withdrawal will become effective on the Transaction Date and proceeds will
usually be mailed within seven calendar days thereafter, but we may delay
payment as described in "When Payments Are Made" below. If we receive only
partially completed information, our Processing Office will contact you for
specific instructions before your request can be processed.

o PERIODIC WITHDRAWALS--Periodic Withdrawals provide level percentage or
level amount payouts. You may choose to receive Periodic Withdrawals on a
quarterly or annual frequency. You select a dollar amount or percentage of
the Annuity Account Value to be withdrawn, subject to a maximum of 2.5%
quarterly and 10.0% annually, but in no event may any payment be less than
$250. If at the time a Periodic Withdrawal is to be made, the withdrawal
amount would be less than $250, no payment will be made and your Periodic
Withdrawal election will terminate.

You select the date of the month when the withdrawals will be made, but you
may not choose a date later than the 28th day of the month. If no date is
selected, withdrawals will be made on the same calendar day of the month as
the Contract Date. The commencement of payments under the Periodic Withdrawal
option may not be elected to start sooner than 28 days after issue of the
Certificate.

You may elect Periodic Withdrawals at any time by completing the proper form
and sending it to our Processing Office. You may change the payment frequency
of your Periodic Withdrawals once each Contract Year or cancel this
withdrawal option at any time by sending notice in a form satisfactory to us.
The notice must be received at our Processing Office at least seven calendar
days prior to the next scheduled withdrawal date. You may also change the
amount or percentage of your Periodic Withdrawals once in each Contract Year.
However, you may not change the amount or percentage in any Contract Year
where you have previously taken another withdrawal under the Lump Sum
Withdrawal option described above.

Unless you specify otherwise, Periodic Withdrawals will be withdrawn on a pro
rata basis from your Annuity Account Value in the Investment Funds. If there
is insufficient value or no value in the Investment Funds, any additional
amount of the withdrawal required or the total amount of the withdrawal, as
applicable, will be withdrawn from the Guarantee Periods in order of the
earliest Expiration Date(s) first.

Withdrawal Charges

Withdrawals in excess of the 15% free corridor amount may be subject to a
withdrawal charge. See "Withdrawal Charge" in Part 6.

<PAGE>

DEATH BENEFIT

When the Annuitant Dies

Generally, upon receipt of proof satisfactory to us of the Annuitant's death,
prior to the Annuity Commencement Date, we will pay the death benefit to the
beneficiary named in your Certificate. You designate the beneficiary at the
time you apply for the Certificate. While the Certificate is in effect, you
may change your beneficiary by writing to our Processing Office. The change
will be effective on the date the written submission was signed. The death
benefit payable will be determined as of the date we receive such proof of
death and any required instructions as to the method of payment.

The death benefit is equal to the sum of:

(1) the Annuity Account Value in the Investment Funds, or, if greater, the
guaranteed minimum death benefit defined below; and

(2) the death benefit provided with respect to the Guaranteed Period
Account. See "Part 4: The Guaranteed Period Account."

Guaranteed Minimum Death Benefit (GMDB)

Applicable to Certificates issued in all states except
New York

(1) At the end of the seventh Contract Year, the GMDB calculated on such date
will be set at the then GMDB determined above or, if greater, the current
Annuity Account Value in the Investment Funds.

(2) Interest will be calculated at the effective annual GMDB interest rate
taking into account contributions, transfers and withdrawals during the
Contract Year, except with respect to amounts in the Money Market Fund where
the interest credit will be based on the lesser of the actual rate of return
and the GMDB interest rate below.

(3) The GMDB interest rate will be based on the Annuitant's "issue age"
(Annuitant's age at issue of the Certificate) and the Annuitant's "attained
age" (issue age plus the number of Contract Years that have elapsed since the
Contract Date), as well as contributions made after age 70. See table below.

<TABLE>
<CAPTION>
- ------------------------------------------------------------
GMDB INTEREST RATE
RATIO OF CONTRIBUTIONS ON OR
AFTER ATTAINED AGE
TO NET CONTRIBUTIONS* BEFORE
ATTAINED AGE
-------------------------------
LESS 100% MORE
ATTAINED THAN THROUGH THAN
ISSUE AGE AGE 100% 250% 250%
- ------------- ------------ -------- ----------- --------
<S> <C> <C> <C> <C>
0-69 70 6% 3% 0%
70-74 75 3% 0% 0%
75+ N/A 0% 0% 0%
<FN>
- --------------
*Net contributions are determined on the Processing Date
when the Annuitant reaches the attained age and are defined
as cumulative contributions made prior to the attained age,
minus cumulative withdrawals made prior to the attained
age.
- ------------------------------------------------------------
</TABLE>

<PAGE>

Applicable to Certificates issued in New York

The GMDB is determined daily. On the Contract Date, the GMDB is equal to the
portion of the initial contribution allocated to the Investment Funds.
Thereafter (except as adjusted at the end of the seventh Contract Year, in
accordance with (1) above) the GMDB is equal to (a) the GMDB calculated on
the immediately preceding Business Day, plus (b) any subsequent contributions
and transfers into the Investment Funds, less (c) any transfers and
withdrawals from such Funds. Additionally, on each Processing Date the GMDB
is reset at the greater of the current GMDB and the current Annuity Account
Value in the Investment Funds. On no date (except possibly at the end of the
seventh Contract Year) however, will the GMDB be greater than (a) the portion
of the initial contribution allocated to the Investment Funds, plus (b) any
subsequent contributions and transfers into the Investment Funds, less (c)
any transfers and withdrawals from such Funds, plus (d) interest (in
accordance with (2) above) that is credited on each Processing Date.

See Appendix II for an example of the calculation of the GMDB.

How Withdrawals and Transfers Affect the GMDB

<PAGE>

difference between the GMDB (before reduction for withdrawals and transfers
from the Investment Funds during the Contract Year) and "GMDB contributions."
GMDB contributions are equal to the sum of all contributions made plus all
transfers into the Investment Funds, plus at the time of any seventh Contract
Year reset, the amount by which the GMDB is increased to match the then
current Annuity Account Value. Such GMDB contributions are not reduced by
withdrawals or transfers from the Investment Funds. See Appendix III for a
further discussion and an example of the special adjustment.

How Payment is Made

We will pay the death benefit to the beneficiary in the form of the income
annuity option you have chosen under your Certificate. If no income annuity
option has been chosen at the time of the Annuitant's death, the beneficiary
will receive the death benefit in a lump sum. However, subject to certain
exceptions in the Certificate, Equitable Life's rules then in effect and any
other applicable requirements under the Code, the beneficiary may elect to
apply the death benefit to one or more income annuity options offered by
Equitable Life. See "Income Annuity Options" below. Note that if you are both
the Certificate Owner and the Annuitant, only a life annuity or an annuity
that does not extend beyond the life expectancy of the beneficiary may be
elected.

Successor Annuitant

If you are both the Certificate Owner and the Annuitant and you elect your
spouse to be both the sole primary beneficiary and the successor Annuitant/
Certificate Owner, then no death benefit is payable until your surviving
spouse's death.

WHEN THE CERTIFICATE OWNER DIES
BEFORE THE ANNUITANT

When you are not the Annuitant and you die before the Annuity Commencement
Date, the beneficiary named to receive the death benefit upon the Annuitant's
death will automatically succeed as Certificate Owner (unless you name a
different person as a successor Owner in a written form acceptable to us and
send it to our Processing Office). The Certificate provides that the original
Certificate Owner's entire interest in the Certificate be completely
distributed to the named beneficiary by the fifth anniversary of such Owner's
death (unless an income annuity option is elected and payments begin within
one year after the Certificate Owner's death and are made over the
beneficiary's life or over a period not to exceed the beneficiary's life
expectancy). If an income annuity option has not been elected, as described
above, on the fifth anniversary of your death, we will pay any Annuity
Account Value remaining on such date, less any applicable withdrawal charge.
If the successor Certificate Owner is your surviving spouse, no distributions
are required as long as both the surviving spouse and the Annuitant are
living.

CASH VALUE

The Cash Value under the Certificate fluctuates daily with the investment
performance of the Investment Funds you have selected and reflects any upward
or downward market value adjustment. See "Part 4: The Guaranteed Period
Account." We do not guarantee any minimum Cash Value except for amounts in a
Guarantee Period held to the Expiration Date. On any date before the Annuity
Commencement Date while the Certificate is in effect, the Cash Value is equal
to: (1) the Annuity Account Value; (2) less any withdrawal charge; and (3)
less any annual contract fee incurred but not yet deducted. The free corridor
amount will not apply when calculating the withdrawal charge applicable upon
a surrender. See "Part 6: Deductions and Charges."

SURRENDERING THE CERTIFICATES TO
RECEIVE THE CASH VALUE

You may surrender a Certificate to receive the Cash Value at any time while
the Annuitant is living and before the Annuity Commencement Date.

For a surrender to be effective, we must receive your written request and the
Certificate at our Processing Office. The Cash Value will be determined on
the Transaction Date. All benefits under the Certificate will be terminated
as of that date. You may receive the Cash Value in a single sum payment or
apply it under one or more of the income annuity options described below. We
will usually pay the Cash Value within seven calendar days, but we may delay
payment as described in "When Payments are Made" below.

In some cases, surrenders may have adverse tax consequences. See "Part 8: Tax
Aspects of the Certificates."

<PAGE>

INCOME ANNUITY OPTIONS

Income annuity options provide periodic payments over a specified period of
time which may be fixed or may be based on the Annuitant's life. Annuity
forms of payment are calculated as of the Annuity Commencement Date, which is
on file with our Processing Office. You can change the Annuity Commencement
Date by writing to our Processing Office any time before the Annuity
Commencement Date. How

<PAGE>

ever, you may not choose a date later than the 28th day of any month. Also,
no Annuity Commencement Date will be later than the Processing Date which
follows the Annuitant's 85th birthday.

Before the Annuity Commencement Date, we will send a letter advising that
annuity benefits are available. Unless you otherwise elect, we will pay fixed
annuity benefits on the "normal form" indicated for your Certificate as of
the Annuity Commencement Date. The amount applied to provide the annuity
benefit will be the Cash Value.

Amounts in the Guarantee Periods that are applied to an income annuity option
prior to an Expiration Date will result in a market value adjustment. See
"Market Value Adjustment for Transfers, Withdrawals or Surrender Prior to the
Expiration Date" in Part 4.

ANNUITY FORMS

o Life Annuity: An annuity which guarantees payments for the rest of the
Annuitant's life. Payments end with the last monthly payment before the
Annuitant's death. Because there is no death benefit associated with this
annuity form, it provides the highest monthly payment of any of the life
income annuity options, so long as the Annuitant is living.

o Life Annuity-Period Certain: This annuity form also guarantees payments for
the rest of the Annuitant's life. In addition, if the Annuitant dies before
a specified period of time (the "certain period") has ended, payments will
continue to the beneficiary for the balance of the certain period. Certain
periods may be 5, 10, 15 or 20 years. A life annuity with a certain period
of 10 years is the normal form of annuity under the Certificates.

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

o Period Certain Annuity: This annuity form guarantees payments for a
specific period of time, usually 5, 10, 15 or 20 years, and does not
involve life contingencies.

o Joint and Survivor Life Annuity: This annuity form guarantees life income
to you and, after your death, continuation of income to the survivor.

The life annuity-period certain and the life annuity- refund certain are
available on either a single life or joint and survivor life basis.

The income annuity options outlined above are available in both fixed and
variable form, unless otherwise indicated. Fixed annuity payments are
guaranteed by us and will be based either on the tables of guaranteed annuity
payments in your Certificate or on our then current annuity rates, whichever
is more favorable for the Annuitant. Variable income annuities may be funded
through the Common Stock Fund through the purchase of annuity units. The
amount of each variable annuity payment may fluctuate, depending upon the
performance of the Common Stock Fund. That is because the annuity unit value
rises and falls depending on whether the actual rate of net investment return
(after deduction of charges) is higher or lower than the assumed base rate.
See "Annuity Unit Values" in the SAI. Variable income annuities may also be
available by separate prospectus through the Common Stock on other Funds of
other separate accounts we offer.

For all Annuitants, the normal form of annuity provides for fixed payments.
We may offer other forms not outlined here. Your registered representative
can provide details.

For each income annuity option, we will issue a separate written agreement
putting the option into effect. Before we pay any annuity benefit, we require
the return of the Certificate.

The amount of the annuity payments will depend on the amount applied to
purchase the annuity, the type of annuity chosen and, in the case of a life
income annuity option, the Annuitant's age (or the Annuitant's and joint
Annuitant's ages) and in certain instances, the sex of the Annuitant(s). Once
an income annuity option is chosen and payments have commenced, no change can
be made.

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

<PAGE>

ASSURED PAYMENT PLAN

You may apply your Cash Value to the purchase of the Assured Payment Plan as
an annuity form of payment. The Assured Payment Plan (available at ages 59
1/2 through 78) is designed to provide you with level annual payments for a
specific period of time (period certain), or for your life (life with period
certain), or for your life and the life of a joint Annuitant. This annuity
form is offered under another prospectus which is available from your
registered representative free of charge. If Cash Value is applied from an
Accumulator Certificate to purchase the Assured Payment Plan, no withdrawal
charge will apply under the Assured Payment Plan.

<PAGE>

To purchase this annuity form we also require the return of your Certificate.
An Assured Payment Plan Certificate will be issued putting this annuity form
into effect.

Depending upon your circumstances, this may be accomplished on a tax-free
basis. Consult your tax adviser.

WHEN PAYMENTS ARE MADE

Under applicable law, application of proceeds from the Investment Funds to a
variable annuity, payment of a death benefit from the Investment Funds,
payment of any portion of the Annuity Account Value (less any applicable
withdrawal charge) from the Investment Funds, and, upon surrender, payment of
the Cash Value from the Investment Funds will be made within seven calendar
days after the Transaction Date. Payments or application of proceeds from the
Investment Funds can be deferred for any period during which (1) the New York
Stock Exchange is closed or trading on it is restricted, (2) sales of
securities or determination of the fair value of an Investment Fund's assets
is not reasonably practicable because of an emergency, or (3) the SEC, by
order, permits us to defer payment in order to protect persons with interest
in the Investment Funds.

We can defer payment of any portion of the Annuity Account Value in the
Guaranteed Period Account for up to six months while you are living. We may
also defer payments for any amount attributable to a contribution made in the
form of a check for a reasonable amount of time (not to exceed 15 days) to
permit the check to clear.

ASSIGNMENT

The Certificates may be assigned at any time before the Annuity Commencement
Date and for any purpose other than as collateral or security for a loan.
Equitable Life will not be bound by an assignment unless it is in writing and
we have received it at our Processing Office. In some cases, an assignment
may have adverse tax consequences. See "Part 8: Tax Aspects of the
Certificates."

DISTRIBUTION OF THE CERTIFICATES

As the distributor of the Certificates, Equitable Distributors, Inc. (EDI),
an indirect wholly owned subsidiary of Equitable Life, has responsibility for
sales and marketing functions for the Certificates. EDI also serves as the
principal underwriter of the Separate Account under the 1940 Act. EDI is
registered with the SEC as a broker-dealer under the Exchange Act and is a
member of the National Association of Securities Dealers, Inc. EDI's
principal business address is 787 Seventh Avenue, New York, New York 10019.
The Certificates will be sold by registered representatives of EDI and its
affiliates, who are also our licensed insurance agents, as well as by
unaffiliated broker-dealers with which EDI has entered into selling
agreements. Broker- dealer sales compensation (including for EDI and its
affiliates) will not exceed six percent of total contributions made under a
Certificate. EDI may also receive compensation and reimbursement for its
marketing services under the terms of its distribution agreement with
Equitable Life. Broker-dealers receiving sales compensation will generally
pay a portion thereof to their registered representatives as commission
related to sales of the Certificates. The offering of the Certificates is
intended to be continuous.

<PAGE>

PART 6: DEDUCTIONS AND CHARGES

CHARGES DEDUCTED FROM THE
ANNUITY ACCOUNT VALUE

We allocate the entire amount of each contribution to the Investment Options
you select, subject to certain restrictions. We then periodically deduct
certain amounts from your Annuity Account Value. The charges described below
and under "Charges Deducted from the Investment Funds" below will not be
increased by us for the life of the Certificates. We may reduce certain
charges under group or sponsored arrangements. See "Group or Sponsored
Arrangements" below. Charges are deducted proportionately from all the
Investment Funds in which your Annuity Account Value is invested on a pro
rata basis, unless you have elected otherwise and except as noted below.

Distribution Fee

If your initial contribution is less than $250,000, we deduct a sales load
annually in an amount of 0.35% of each contribution made on each of the seven
Processing Dates (so long as the Certificate is in force) following receipt
of each contribution. See "Example" below. If your initial contribution is
$250,000 or more, the sales load is zero.

Withdrawal Charge

A withdrawal charge will be imposed as a percentage of each contribution made
to the extent that a withdrawal exceeds the free corridor amount, or if the
Certificate is surrendered to receive its Cash Value. We determine the
withdrawal charge separately for each contribution in accordance with the
table below.

<TABLE>
<CAPTION>
CONTRACT YEAR
1 2 3 4 5 6 7 8+
------ ------ ------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Percentage of
Contribution 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0%
</TABLE>

The applicable withdrawal charge percentage is determined by the Contract
Year in which the withdrawal is made or the Certificate is surrendered,
beginning with "Contract Year 1" with respect to each contribution withdrawn
or surrendered. For purposes of the table, for each contribution, the
Contract Year in which we receive that contribution is "Contract Year 1."

The withdrawal charge is deducted from the Investment Options from which each
such withdrawal is made in proportion to the amount being withdrawn from each
Investment Option.

<PAGE>

Free Withdrawal Amount (Free Corridor)

No withdrawal charge will be applied during any Contract Year in which the
amount withdrawn does not exceed 15% of the Annuity Account Value at the
beginning of the Contract Year minus any amount previously withdrawn during
that Contract Year. The 15% maximum is called the free corridor amount. Any
withdrawal requested that exceeds the free corridor amount will be subject to
the withdrawal charge. The 15% free corridor amount is not applicable to a
surrender.

For purposes of calculating the withdrawal charge, (1) we treat contributions
as being withdrawn on a first-in first-out basis, and (2) amounts withdrawn
up to the free corridor amount are not considered a withdrawal of any
contributions. Although we treat contributions as withdrawn before earnings
for purposes of calculating the withdrawal charge, the Federal income tax law
treats earnings as withdrawn first. See "Part 8: Tax Aspects of the
Certificates."

The withdrawal charge is to help cover sales expenses. Because of the way the
distribution fee is calculated the distribution fee and the withdrawal charge
combined will never exceed the 7.0% maximum withdrawal charge.

Example--The example below illustrates how the withdrawal charge and the
distribution fee would be calculated upon a withdrawal. This example assumes
an initial contribution of $12,000 and subsequent contributions of $12,000
each in the second and third Contract Years for total contributions under the
Certificate of $36,000. It also assumes a withdrawal from the Investment
Funds at the beginning of the fourth Contract Year of 25% of an Annuity
Account Value of $40,000.

The total withdrawal amount would be $10,000 ($40,000 x .25). In this case,
$6,000 ($40,000 x .15) would be the free corridor amount and could be
withdrawn without imposition of a withdrawal charge. The balance of $4,000
($10,000 - $6,000) would be considered a withdrawal of a part of the initial
contribution of $12,000. This contribution would be subject to a 4.0%
withdrawal charge of $160 ($4,000 x .04) as indicated in the chart above.

The distribution fee deducted on the Processing Date following the withdrawal
would be based on the total remaining contributions of $32,000
($36,000-$4,000).

<PAGE>

Transfer Charge

Currently there is no charge for transfers. We reserve the right to impose a
charge in the future at a maximum of $25 for each transfer among the
Investment Options in excess of five per Contract Year.

Guaranteed Minimum Death Benefit Charge

We deduct a charge for providing a minimum death benefit guarantee with
respect to the Investment Funds annually on each Processing Date. The charge
is equal to 0.35% of the GMDB in effect at such Processing Date.

If the amount collected from this charge exceeds the cost of providing the
benefits, it will be to our profit, and may be used to pay distribution
expenses not recovered from sales charges under the Certificates.

Annual Contract Fee

The annual contract fee is incurred at the beginning of the Contract Year and
deducted at the end of each Contract Year on the Processing Date. We deduct
this charge when determining the Cash Value payable if you surrender the
Certificate prior to the end of a Contract Year. The amount deducted is
determined by the amount of your initial contribution. The charge will be $30
per Contract Year if your initial contribution is less than $25,000, and zero
if your initial contribution equals $25,000 or more. This charge is to cover
a portion of our administrative expenses. See "Asset Based Administrative
Charge," below under "Charges Deducted from the Investment Funds."

Premium Taxes

Generally, we deduct any applicable charges for state and local taxes from
the amount applied to provide an income annuity option if you elect to
annuitize. In certain states, however, we may deduct the charge for taxes
from contributions rather than at the Annuity Commencement Date. The current
premium tax charge that might be imposed varies by state and ranges from 0%
to 3.5%; the rate is 1% in Puerto Rico and 5% in the Virgin Islands.

Allocation of Certain Charges to the
Guaranteed Period Account

No portion of the distribution fee or the annual contract fee will be
allocated to the Guaranteed Period Account, unless there is insufficient
value in the Investment Funds. If charges are allocated to the Guaranteed
Period Account, they will be allocated to the Annuity Account Value with
respect to the Guarantee Periods in order of the earliest Expiration Date(s)
first. If charges are allocated to the Guaranteed Period Account, you will
not receive the full Guaranteed Rate if held to the Expiration Date. See
"Market Value Adjustment for Transfers, Withdrawals or Surrender Prior to the
Expiration Date" in Part 4.

CHARGES DEDUCTED FROM THE
INVESTMENT FUNDS

Mortality and Expense Risk Charge

We will deduct a daily charge from the assets in each Investment Fund to
compensate us for mortality and expense risks. The daily charge is at the
rate of 0.002477%, which is equivalent to an annual rate of 0.90%, on the
assets in each Investment Fund. Approximately 0.60% of this annual charge is
allocated to the mortality risk and 0.30% is allocated to the expense risk.

We will realize a gain from this charge to the extent it is not needed to
provide for benefits and expenses under the Certificate. We will use any gain
for any lawful purpose including payment of distribution expenses not
recovered from sales charges under the Certificate.

The mortality risk assumed is the risk that Annuitants as a group will live
for a longer time than our actuarial tables predict. As a result, we would be
paying more in annuity income than we planned. We also assume a risk that the
mortality assumptions reflected in our guaranteed annuity payment tables,
shown in each Certificate, will differ from actual mortality experience.
Lastly, we assume a mortality risk to the extent that the guaranteed minimum
death benefit charge is insufficient to pay any amount by which such death
benefit exceeds the Cash Value of the Certificate.

The expense risk assumed is the risk that it will cost us more to issue and
administer the Certificates than we expect.

Asset Based Administrative Charge

We will deduct a daily charge from the assets in each Investment Fund, to
compensate us for a portion of the administrative expenses under the
Certificates. The daily charge is at a rate of 0.000692% (equivalent to an
annual rate of 0.25%) on the assets in each Investment Fund. The annual
contract fee and the asset-based administrative charge are not designed to
produce a profit for Equitable Life.

<PAGE>

TRUST CHARGES TO PORTFOLIOS

Investment advisory fees charged daily against the Trust's assets, direct
operating expenses of the Trust

<PAGE>

(such as trustees' fees, expenses of independent auditors and legal counsel,
bank and custodian charges and liability insurance), and certain
investment-related expenses of the Trust (such as brokerage commissions and
other expenses related to the purchase and sale of securities), are reflected
in each Portfolio's daily share price. The maximum investment advisory fees
paid annually by the Portfolios cannot be changed without a vote by
shareholders. They are as follows:

EQUITY SERIES:
Common Stock .............. .400% .375% .350%
Global .................... .550% .525% .500%
Aggressive Stock .......... .500% .475% .450%

FIXED INCOME SERIES:
Money Market .............. .400% .375% .350%
Intermediate Govt.
Securities ................ .500% .475% .450%

FIRST NEXT OVER
$500 $500 $1
MILLION MILLION BILLION
----------- ----------- -----------
EQUITY SERIES:
Growth & Income ........... .550% .525% .500%

FIRST NEXT OVER
$500 $1 $1.5
MILLION BILLION BILLION
----------- ----------- -----------
EQUITY SERIES:
International ............. .900% .850% .800%
</TABLE>

Investment advisory fees are established under the Trust's investment
advisory agreements between the Trust and its investment adviser, Alliance.
All of these fees and expenses are described more fully in the Trust
prospectus.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the distribution
fee, the withdrawal charge and the annual contract fee or change the minimum
initial contribution requirements. We may also change the guaranteed minimum
death benefit. Group arrangements include those in which a trustee or an
employer, for example, purchases contracts covering a group of individuals on
a group basis. Sponsored arrangements include those in which an employer
allows us to sell Certificates to its employees or retirees on an individual
basis.

Our costs for sales, administration, and mortality generally vary with the
size and stability of the group among other factors. We take all these
factors into account when reducing charges. To qualify for reduced charges, a
group or sponsored arrangement must meet certain requirements, including our
requirements for size and number of years in existence. Group or sponsored
arrangements that have been set up solely to buy Certificates or that have
been in existence less than six months will not qualify for reduced charges.

We will make these and any similar reductions according to our rules in
effect when a Certificate is approved for issue. We may change these rules
from time to time. Any variation in the distribution fee, withdrawal charge
or annual contract fee will reflect differences in costs or services and will
not be unfairly discriminatory.

Group and sponsored arrangements may be governed by the Code, the Employee
Retirement Income Security Act of 1974 (ERISA), or both. We make no
representations as to the impact of those and other applicable laws on such
programs. WE RECOMMEND THAT EMPLOYERS, TRUSTEES, AND OTHERS PURCHASING OR
MAKING CERTIFICATES AVAILABLE FOR PURCHASE UNDER SUCH PROGRAMS SEEK THE
ADVICE OF THEIR OWN LEGAL AND BENEFITS ADVISERS.

<PAGE>

PART 7: VOTING RIGHTS

TRUST VOTING RIGHTS

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

o to elect the Trust's Board of Trustees,
o to ratify the selection of independent auditors for the Trust, and
o on any other matters described in the Trust's current prospectus or
requiring a vote by shareholders under the 1940 Act.

Because the Trust is a Massachusetts business trust, annual meetings are not
required. Whenever a shareholder vote is taken, we will give Certificate
Owners the opportunity to instruct us how to vote the number of shares
attributable to their Certificates. If we do not receive instructions in time
from all Certificate Owners, we will vote the shares of a Portfolio for which
no instructions have been received in the same proportion as we vote shares
of that Portfolio for which we have received instructions. We will also vote
any shares that we are entitled to vote directly because of amounts we have
in an Investment Fund in the same proportions that Certificate Owners vote.

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

VOTING RIGHTS OF OTHERS

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

SEPARATE ACCOUNT VOTING RIGHTS

If actions relating to the Separate Account require Certificate Owner
approval, Certificate Owners will be entitled to one vote for each
Accumulation Unit they have in the Investment Funds. Each Certificate Owner
who has elected a variable annuity payout may cast the number of votes equal
to the dollar amount of reserves we are holding for that annuity in the
Common Stock Fund divided by the Accumulation Unit Value for the Common Stock
Fund. We will cast votes attributable to any amounts we have in the
Investment Funds in the same proportion as votes cast by Certificate Owners.

CHANGES IN APPLICABLE LAW

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

<PAGE>

PART 8: TAX ASPECTS OF THE CERTIFICATES

This prospectus generally covers our understanding of the current Federal
income tax rules that apply to an annuity purchased with after-tax dollars
(non- qualified annuity).

This prospectus does not provide detailed tax information and does not
address issues such as state income and other taxes or Federal gift and
estate taxes. Please consult a tax adviser when considering the tax aspects
of the Accumulator Certificates.

TAX CHANGES

The United States Congress has in the past considered and may in the future
consider proposals for legislation that, if enacted, could change the tax
treatment of annuities. In addition, the Treasury Department may amend
existing regulations, issue new regulations, or adopt new interpretations of
existing laws. State tax laws or, if you are not a United States resident,
foreign tax laws, may affect the tax consequences to you or the beneficiary.
These laws may change from time to time without notice and, as a result, the
tax consequences may be altered. There is no way of predicting whether, when
or in what form any such change would be adopted.

Any such change could have retroactive effects regardless of the date of
enactment. We suggest you consult your legal or tax adviser.

TAXATION OF NON-QUALIFIED ANNUITIES

Equitable Life has designed the Accumulator Certificate to qualify as an
"annuity" for purposes of Federal income tax law. This includes monitoring
the assets of the Trust to make sure the Separate Account complies with the
investment diversification requirements applicable to non-qualified variable
annuities. Gains in the Annuity Account Value of the Certificate generally
will not be taxable to an individual until a distribution occurs, either by a
withdrawal of part or all of its value or as a series of periodic payments.
However, there are some exceptions to this rule: (1) if a Certificate fails
the investment diversification requirements; (2) if an individual transfers a
Certificate as a gift to someone other than a spouse (or divorced spouse),
any gain in its Annuity Account Value will be taxed at the time of transfer;
(3) the assignment or pledge of any portion of the value of a Certificate
will be treated as a distribution of that portion of the Certificate; and (4)
when an insurance company (or its affiliate) issues more than one
non-qualified deferred annuity certificate or contract during any calendar
year to the same taxpayer, the certificates or contracts are required to be
aggregated in computing the taxable amount of any distribution.

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

Prior to the Annuity Commencement Date, any withdrawals which do not
terminate your total interest in the Certificate are taxable to you to the
extent there has been a gain in the Annuity Account Value. The balance of the
distribution is treated as a return of the "investment" or "basis" in the
Certificate and is not taxable. Generally, the investment or basis in the
Certificate equals the contributions made, less any amounts previously
withdrawn which were not taxable. Special rules may apply if contributions
made to another annuity certificate or contract prior to August 14, 1982 are
transferred to a Certificate in a tax-free exchange. To take advantage of
these rules, you should notify us prior to such an exchange.

If you surrender or cancel the Certificate, the distribution is taxable to
the extent it exceeds the investment in the Certificate.

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

The taxable portion of a distribution is treated as ordinary income and is
subject to income tax withholding. See "Federal and State Income Tax
Withholding" below. In addition, a penalty tax of 10% applies to the taxable
portion of a distribution unless the distribution is (1) made on or after the
date the taxpayer attains age 59 1/2, (2) made on or after your death, (3)
attributable to the disability of the taxpayer, (4) part of a series of
substantially equal installments as an annuity for the life (or life expect-

<PAGE>

ancy) of the taxpayer or the joint lives (or joint life expectancies) of the
taxpayer and a beneficiary, or (5) with respect to income allocable to
amounts contributed to an annuity certificate or contract prior to August 14,
1982 which are transferred to the Certificate in a tax-free exchange.

If, as a result of the Annuitant's death, the beneficiary is entitled to
receive the death benefit described in Part 5, the beneficiary is generally
subject to the same tax treatment as would apply to you, had you surrendered
the Certificate (discussed above).

If the beneficiary elects to take the death benefit in the form of a life
income or installment option, the election should be made within 60 days
after the day on which a lump sum death benefit first becomes payable and
before any benefit is actually paid. The tax computation will reflect your
investment in the Certificate.

The Certificate provides a minimum guaranteed death benefit that in certain
circumstances may be greater than either the contributions made or the
Annuity Account Value. This provision provides investment protection against
an untimely termination of a Certificate on the death of an Annuitant at a
time when the Certificate's Annuity Account Value might otherwise have
provided a lower benefit. Although we do not believe that the provision of
this benefit should have any adverse tax effect, it is possible that the IRS
could take a contrary position and could assert that some portion of the
charges for the minimum guaranteed death benefit should be treated for
Federal income tax purposes as a partial withdrawal from the Certificate. If
this were so, such a deemed withdrawal could be taxable, and for Certificate
Owners under age 59 1/2 , also subject to tax penalty.

FEDERAL AND STATE INCOME TAX
WITHHOLDING

Equitable Life is required to withhold Federal income tax on the taxable
portion of annuity payments, unless the recipient elects not to be subject to
income tax withholding. The rate of withholding will depend on the type of
distribution and, in certain cases, the amount of the distribution. Special
withholding rules apply to foreign recipients and United States citizens
residing outside the United States. If a recipient does not have sufficient
income tax withheld or does not make sufficient estimated income tax
payments, however, the recipient may incur penalties under the estimated
income tax rules. Recipients should consult their tax advisers to determine
whether they should elect out of withholding. Requests not to withhold
Federal income tax must be made in writing prior to receiving benefits under
the Certificate. Our Processing Office will provide forms for this purpose.
No election out of withholding is valid unless the recipient provides us with
the correct taxpayer identification number and a United States residence
address.

Certain states have indicated that income tax withholding will apply to
payments made from the Certificate to residents. In some states, a recipient
may elect out of state withholding. Generally, an election out of Federal
withholding will also be considered an election out of state withholding. If
you need more information concerning a particular state or any required
forms, call our Processing Office at the toll-free number and consult your
tax adviser.

A recipient of periodic payments (e.g., monthly or annual payments) which
total less than a certain Federal minimum ($13,900 taxable amount for 1995)
will generally be exempt from the Federal income tax withholding rules,
unless the recipient elects to have tax withheld. A recipient of periodic
payments which equal or exceed the Federal minimum ($13,900 taxable amount
for 1995) will generally be subject to wage-bracket type withholding (as if
such payments were payments of wages by an employer to an employee) unless
the recipient elects no withholding. A withholding election may be revoked at
any time and remains effective until revoked. If a recipient does not elect
out of withholding or does not specify the number of withholding exemptions,
withholding will generally be made as if the recipient is married and
claiming three withholding exemptions. If a recipient fails to provide a
correct taxpayer identification number, withholding is made as if the
recipient is single with no exemptions.

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

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

<PAGE>

GENERATION SKIPPING TAX

As a general rule, if death benefits are payable to a person two or more
generations younger than you, a Federal generation skipping tax may be
payable with respect to the benefit at rates similar to the maximum estate
tax rate in effect at the time. The generation skipping tax provisions
generally apply to transfers which would also be subject to the gift and
estate tax rules. Individuals are generally al-

<PAGE>

lowed an aggregate generation skipping tax exemption of $1 million. If we
believe a benefit may be subject to generation skipping tax we may be
required to withhold for such tax unless we receive acceptable written
confirmation that no such tax is payable. Because these rules are complex,
you should consult with your tax adviser for specific information, especially
where benefits are passing to younger generations, as opposed to a spouse or
child.

SPECIAL RULES FOR CERTIFICATES ISSUED IN PUERTO RICO

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

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

IMPACT OF TAXES TO EQUITABLE LIFE

The Certificates provide that Equitable Life may charge the Separate Account
for taxes. Equitable Life can set up reserves for such taxes.

TRANSFERS AMONG INVESTMENT OPTIONS

Transfers among the Investment Funds or between the Guaranteed Period Account
and one or more Investment Funds are not taxable.

<PAGE>

PART 9: KEY FACTORS IN RETIREMENT PLANNING

INTRODUCTION

The Accumulator is available to help meet the retirement income and
investment needs of individuals. In assessing these retirement needs, some
key factors need to be addressed: (1) the impact of inflation on fixed
retirement incomes; (2) the importance of planning early for retirement; (3)
the benefits of tax-deferral; (4) the selection of an appropriate investment
strategy; and (5) the benefit of annuitization. Each of these factors is
addressed below.

Unless otherwise noted, all of the following presentations use an assumed
annual rate of return of 7.5% compounded annually. This rate of return is for
illustrative purposes only and is not intended to represent an expected or
guaranteed rate of return for any investment vehicle, including the
Accumulator. In addition, unless otherwise noted, none of the illustrations
reflect any charges that may be applied under a particular investment
vehicle, including the Accumulator. Such charges would effectively reduce the
actual return under any investment vehicle.

All earnings in these presentations are assumed to accumulate tax-deferred
unless otherwise noted. Most programs designed for retirement savings offer
tax-deferral. Monies are taxed upon withdrawal and a 10% penalty tax may
apply to premature withdrawals. Certain retirement programs prohibit early
withdrawals. See "Part 8: Tax Aspects of the Certificates." Where taxes are
taken into consideration in these presentations, a 28% tax rate is assumed.

The source of the data used by us to compile the charts which appear in this
Part 9 (other than charts 1, 2, 3, 4 and 7) is Ibbotson Associates, Inc.
Chicago. Stocks, Bonds, Bills and Inflation 1994 Yearbook (TM). All rights
reserved.

In reports or other communications or in advertising material we may make use
of these or other graphic or numerical illustrations that we prepare showing
the impact of inflation, planning early for retirement, tax-deferral,
diversification and other concepts important to retirement planning.

INFLATION

Inflation erodes purchasing power. This means that, in an inflationary
period, the dollar is worth less as time passes. Because many people live on
a fixed income during retirement, inflation is of particular concern to them.
The charts that follow illustrate the detrimental impact of inflation over an
extended period of time. Between 1964 and 1994, the average annual inflation
rate was 5.36%. As demonstrated in Chart 1, this 5.36% annual rate of
inflation would cause the purchasing power of $35,000 to decrease to only
$7,308 after 30 years.

In Chart 2, the impact of inflation is examined from another perspective.
Specifically, the chart illustrates the additional income needed to maintain
the purchasing power of $35,000 over a thirty year period. Again, the
1964-1994 historical inflation rate of 5.36% is used. In this case, $167,626
would be required to maintain the purchasing power of $35,000 after 30 years.

CHART 1

[THE FOLLOWING TABLE WAS REPRESENTED
AS A 3-D BAR GRAPH IN THE PROSPECTUS:]

<TABLE>
<S> <C>
Today............. $35,000
10 Years.......... $20,764
20 Years.......... $12,318
30 Years.......... $ 7,308

</TABLE>
[END OF GRAPHICALLY REPRESENTED DATA]

CHART 2

ANNUAL INCOME NEEDED

[THE FOLLOWING TABLE WAS REPRESENTED
AS A 3-D BAR GRAPH IN THE PROSPECTUS:]

<TABLE>
<S> <C>
Today............. $ 35,000
10 Years.......... $ 58,996
20 Years.......... $ 99,445
30 Years.......... $167,626

</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

<PAGE>
STARTING EARLY

The impact of inflation accentuates the need to begin a retirement program
early. The value of starting early is illustrated in the following charts.

As shown in Chart 3, if an individual makes annual contributions of $2,500 to
his or her retirement program beginning at age 30, he or she would accumulate
$414,551 by age 65 under the assumptions described earlier. If that
individual waited until age 50, he or she would only accumulate $70,193 by
age 65 under the same assumptions.

CHART 3

[THE FOLLOWING TABLE WAS REPRESENTED AS
A STACKED AREA GRAPH IN THE PROSPECTUS:]

<TABLE>
<S> <C>
30 ................. $414,551
40 ................. $182,691
50 ................. $ 70,193
BLACK - Age 30 GRAY - Age 40 DOTTED - Age 50

</TABLE>
[END OF GRAPHICALLY REPRESENTED DATA]

In Table 1, the impact of starting early is demonstrated in another format.
For example, if an individual invests $300 monthly, he or she would
accumulate $387,193 in thirty years under our assumptions. In contrast, if
that individual invested the same $300 per month for 15 years, he or she
would accumulate only $97,804 under our assumptions.

TABLE 1
<TABLE>
<CAPTION>
MONTHLY
CONTRIBUTION YEAR 10 YEAR 15 YEAR 20 YEAR 25 YEAR 30
- -------------- -------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 20 $ 3,532 $ 6,520 $ 10,811 $ 16,970 $ 25,813
50 8,829 16,301 27,027 42,425 64,532
100 17,659 32,601 54,053 84,851 129,064
200 35,317 65,202 108,107 169,701 258,129
300 52,969 97,804 162,160 254,552 387,193
</TABLE>
Chart 4 presents an additional way to demonstrate the significant impact of
starting to make contributions to a retirement program earlier rather than
later. It assumes that an individual had a goal to accumulate $250,000
(pre-tax) by age 65. If he or she starts at age 30, under our assumptions he
or she could reach the goal by making a monthly pre-tax contribution of $130
(equivalent to $93 after taxes). The total net cost for the 30 year old in
this hypothetical example would be $39,265. If the individual in this
hypothetical example waited until age 50, he or she would have to make a
monthly pre-tax contribution of $767 (equivalent to $552 after taxes) to
attain the goal, illustrating the importance of starting early.

CHART 4

GOAL: $250,000 BY AGE 65

[THE FOLLOWING TABLE WAS REPRESENTED
AS A BAR GRAPH IN THE PROSPECTUS:]

<TABLE>
<S> <C> <C> <C>
$ 93 a Month ............. 30 $39,265 $210,735
$212 a Month ............. 40 $63,641 $186,359
$552 a Month ............. 50 $99,383 $150,617
</TABLE>
BLACK - Net Cost
WHITE - Tax-Deferred Earnings at 7.5%

[END OF GRAPHICALLY REPRESENTED DATA]
TAX-DEFERRAL

Contributing to a retirement plan early is part of an effective strategy for
addressing the impact of inflation. Another part of such a strategy is to
carefully select the types of retirement programs in which to invest. In
deciding where to invest retirement contributions, there are three basic
types of programs.

The first type offers the most tax benefits, and therefore is potentially the
most beneficial for accumulating funds for retirement. Contributions are made
with pre-tax dollars or are tax-deductible and earnings grow income
tax-deferred. An example of this type of program is the deductible Individual
Retirement Annuity (IRA).

The second type of program also provides for tax deferred earnings growth;
however, contributions are made with after-tax dollars. Examples of this type
of program are non-deductible IRAs and non- qualified annuities.
39

<PAGE>
The third approach to retirement savings is fully taxable. Contributions are
made with after-tax dollars and earnings are taxed each year. Examples of this
type of program include certificates of deposit, savings accounts, and taxable
stock, bond or mutual fund investments.

Consider an example. For the type of retirement program that offers both
pre-tax contributions and tax-deferral, assume that a $2,000 annual pre-tax
contribution is made for thirty years. In this example, the retirement funds
would be $176,363 after thirty years (assuming a 7.5% rate of return, no
withdrawals and assuming the deduction of the 1.15% Separate Account daily
asset charge and the $30 annual contract fee--but no withdrawal charge or
other charges under the Certificate, or Trust charges to Portfolios), and
such funds would be $222,309 without the effect of any charges. Assuming a
lump sum withdrawal was made in year thirty and a 28% tax bracket, these
amounts would be $126,981 and $160,062, respectively.

For the type of program that offers only tax-deferral, assume an after-tax
annual contribution of $1,440 for thirty years and the same rate of return.
The after-tax contribution is derived by taxing the $2,000 pre-tax
contribution again assuming a 28% tax bracket. In this example, the
retirement funds would be $126,275 after thirty years assuming the deduction
of charges and no withdrawals, and $160,062 without the effect of charges.
Assuming a lump sum withdrawal in year thirty, the total after-tax amount
would be $103,014 with charges deducted and $127,341 without charges as
described above.

For the fully taxable investment, assume an after- tax contribution of $1,440
for thirty years. Earnings are taxed annually. After thirty years, the amount
of this fully taxable investment is $108,046.

Keep in mind that taxable investments have fees and charges too (investment
advisory fees, administrative charges, 12b-1 fees, sales loads, brokerage
commissions, etc.). We have not attempted to apply these fees and charges to
the fully taxable amounts since this is intended merely as an example of tax
deferral.

Again, it must be emphasized that the assumed rate of return of 7.5%
compounded annually used in these examples is for illustrative purposes only
and is not intended to represent a guaranteed or expected rate of return on
any investment vehicle. Moreover, early withdrawals of tax-deferred
investments are generally subject to a 10% penalty tax.

INVESTMENT OPTIONS

Selecting an appropriate retirement program is clearly an important part of
an effective retirement planning strategy. Carefully choosing among
Investment Options is another essential component.

During the 1964-1994 period, common stock average annual returns outperformed
the average annual returns of fixed investments such as long-term government
bonds and Treasury Bills (T-Bills). See "Notes" below. Common stocks earned
an average annual return of 9.95% over this period, in contrast to 6.66% and
6.96% for the other two investment categories. Significantly, common stock
returns also outpaced inflation which grew at 5.36% over this period.

Although common stock returns have historically outpaced returns of fixed
investments, people often allocate a significant percentage of their
retirement funds to fixed return investments. Their primary concern is the
preservation of principal. Given this concern, Chart 5 illustrates the impact
of exposing only the interest generated by a fixed investment to the stock
market. In this illustration, the fixed investment is represented by a
Treasury Bill return and the stock investment is represented by the Standard
& Poor's 500 ("S&P 500").

The chart assumes that a $20,000 fixed investment was made on January 1,
1980. If the interest on that investment were to accumulate based upon the
return of the S&P 500, the total investment would have been worth $105,958 in
1994. Had the interest been reinvested in the fixed investment, the fixed
investment would have grown to $59,072. As illustrated in Chart 5,
significant opportunities for growth exist while preserving principal. See
"Notes" below.

<PAGE>

CHART 5

$105,958 with Interest Exposed to Stock Market (S&P 500)
[THE FOLLOWING TABLE WAS REPRESENTED AS A LINE GRAPH IN THE PROSPECTUS]
<TABLE>
<CAPTION>
Market Value Market Value
Month of S&P 500 If 100% in
Ending & Fixed Acct 3 Mo. T-Bill
<S> <C> <C> <C>
1980 J 20,160 20,160
F 20,338 20,339
M 20,547 20,586
A 20,823 20,845
M 21,031 21,014
J 21,183 21,142
J 21,369 21,254
A 21,515 21,390
S 21,708 21,550
O 21,930 21,755
N 22,333 21,964
D 22,522 22,252
1981 J 22,619 22,483
F 22,888 22,724
M 23,239 22,999
A 23,386 23,247
M 23,637 23,514
J 23,878 23,832
J 24,129 24,127
A 24,156 24,436
S 24,196 24,739
O 24,659 25,039
N 25,079 25,306
D 25,118 25,527
1982 J 25,195 25,731
F 25,113 25,968
M 25,278 26,222
A 25,722 26,518
M 25,770 26,799
J 25,861 27,057
J 25,945 27,341
A 26,850 27,549
S 27,028 27,689
O 27,937 27,852
N 28,411 28,028
D 28,690 28,216
1983 J 29,131 28,410
F 29,492 28,587
M 29,965 28,767
A 30,862 28,971
M 30,943 29,171
J 31,495 29,366
J 31,284 29,584
A 31,627 29,808
S 31,938 30,035
O 31,930 30,263
N 32,348 30,475
D 32,418 30,698
1984 J 32,490 30,931
F 32,222 31,150
M 32,577 31,378
A 32,826 31,632
M 32,297 31,879
J 32,719 32,118
J 32,701 32,381
A 34,295 32,650
S 34,470 32,931
O 34,708 33,260
N 34,705 33,503
D 35,205 33,717
1985 J 36,503 33,936
F 36,845 34,133
M 37,000 34,345
A 37,089 34,592
M 38,272 34,820
J 38,673 35,012
J 38,748 35,229
A 38,744 35,423
S 38,262 35,635
O 39,208 35,867
N 40,706 36,086
D 41,803 36,320
1986 J 42,011 36,524
F 43,792 36,717
M 45,230 36,938
A 45,021 37,130
M 46,493 37,312
J 47,036 37,506
J 45,602 37,701
A 47,609 37,874
S 45,430 38,045
O 46,935 38,220
N 47,703 38,369

D 47,070 38,557
1987 J 50,789 38,719
F 52,147 38,885
M 53,115 39,068
A 52,912 39,240
M 53,327 39,389
J 55,086 39,578
J 56,925 39,760
A 58,441 39,947
S 57,685 40,127
O 49,695 40,367
N 47,333 40,509
D 49,428 40,667
1988 J 50,743 40,785
F 52,280 40,972
M 51,393 41,152
A 51,824 41,342
M 52,174 41,553
J 53,765 41,756
J 53,732 41,969
A 52,733 42,217
S 54,245 42,478
O 55,302 42,738
N 54,915 42,981
D 55,673 43,252
1989 J 58,362 43,490
F 57,529 43,755
M 58,548 44,048
A 60,672 44,343
M 62,465 44,694
J 62,377 45,011
J 66,323 45,326
A 67,365 45,662
S 67,310 45,958
O 66,344 46,271
N 67,446 46,590
D 68,687 46,874
1990 J 65,533 47,142
F 66,234 47,410
M 67,578 47,714
A 66,541 48,043
M 71,214 48,370
J 70,982 48,674
J 70,955 49,005
A 66,481 49,329
S 64,314 49,625
O 64,286 49,962
N 67,252 50,247
D 68,667 50,548
1991 J 70,922 50,811
F 74,664 51,055
M 76,053 51,280
A 76,316 51,552
M 78,820 51,794
J 76,216 52,011
J 78,945 52,266
A 80,422 52,507
S 79,523 52,748
O 80,405 52,970
N 78,042 53,176
D 84,752 53,378
1992 J 83,616 53,560
F 84,486 53,710
M 83,290 53,892
A 85,196 54,065
M 85,604 54,216
J 84,717 54,390
J 87,387 54,558
A 86,078 54,700
S 86,890 54,842
O 87,176 54,969
N 89,486 55,095
D 90,453 55,249
1993 J 91,013 55,376
F 92,016 55,498
M 93,614 55,637
A 91,858 55,770
M 93,843 55,893
J 94,136 56,033
J 93,836 56,167
A 96,699 56,308
S 96,183 56,454
O 97,774 56,578
N 97,093 56,720
D 98,087 56,850
1994 J 100,753 56,992
F 98,615 57,112
M 95,249 57,266
A 96,281 57,421
M 97,589 57,605
J 95,734 57,783
J 98,297 57,945
A 101,558 58,159
S 99,666 58,375
O 101,566 58,596
N 104,634 58,813

D 105,958 59,072
</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

$59,072 without Interest Exposed to Stock Market (S&P 500)

Another variation of the example in Chart 5 is to gradually transfer
principal from a fixed investment into the stock market. Chart 6 assumes that
a $20,000 fixed investment was made on January 1, 1980. For the next two
years, $540 is transferred monthly into the stock market (represented by the
S&P 500). The total investment, given this strategy,

<PAGE>

would have grown to $113,714 in 1994. In contrast, had the principal not been
transferred, the fixed investment would have grown to $59,072. See "Notes"
below.

CHART 6

$113,714 with Principal Transfer

[THE FOLLOWING TABLE WAS REPRESENTED AS A LINE GRAPH IN THE PROSPECTUS]

<TABLE>
<CAPTION>
Market Value Market Value
Month of S&P 500 If 100% in
Ending & Fixed Acct 3 Mo. T-Bil

<S> <C> <C> <C>
1980 J 20540 20160
F 20702 20339
M 20770 20586
A 21068 20845
M 21425 21014
J 21659 21142
J 22000 21254
A 22149 21390
S 22394 21550
O 22623 21755
N 23446 21964
D 23372 22252
1981 J 23246 22483
F 23569 22724
M 24053 22999
A 24031 23247
M 24246 23514
J 24324 23832
J 24514 24127
A 24051 24436
S 23651 24739
O 24397 25039
N 25087 25306
D 24857 25527
1982 J 24193 25731
F 23594 25968
M 23618 26222
A 24248 26518
M 23995 26799
J 23892 27057
J 23731 27341
A 25407 27549
S 25647 27689
O 27281 27852
N 28031 28028
D 28386 28216
1983 J 29041 28410
F 29568 28587
M 30282 28767
A 31737 28971
M 31721 29171
J 32549 29366
J 32000 29584
A 32424 29808
S 32790 30035
O 32616 30263
N 33176 30475
D 33142 30698
1984 J 33104 30931
F 32544 31150
M 32969 31378
A 33202 31632
M 32246 31879
J 32767 32118
J 32593 32381
A 34841 32650
S 34959 32931
O 35133 33260
N 35058 33503
D 35692 33717
1985 J 37434 33936
F 37844 34133
M 37970 34345
A 37984 34592
M 39531 34820
J 40023 35012
J 40038 35229
A 39976 35423
S 39254 35635
O 40428 35867
N 42341 36086
D 43701 36320
1986 J 43926 36524
F 46184 36717
M 47968 36938
A 47659 37130
M 49498 37312

J 50136 37506
J 48265 37701
A 50769 37874
S 47982 38045
O 49830 38220
N 50767 38369
D 49918 38557
1987 J 54519 38719
F 56165 38885
M 57317 39068
A 57035 39240
M 57525 39389
J 59630 39578
J 61849 39760
A 63662 39947
S 62711 40127
O 52932 40367
N 50090 40509
D 52585 40667
1988 J 54165 40785
F 55951 40972
M 54862 41152
A 55344 41342
M 55720 41553
J 57582 41756
J 57509 41969
A 56280 42217
S 58018 42478
O 59225 42738
N 58749 42981
D 59588 43252
1989 J 62695 43490
F 61691 43755
M 62824 44048
A 65234 44343
M 67232 44694
J 67118 45011
J 71581 45326
A 72728 45662
S 72661 45958
O 71544 46271
N 72760 46590
D 74150 46874
1990 J 70617 47142
F 71385 47410
M 72851 47714
A 71676 48043
M 76833 48370
J 76576 48674
J 76526 49005
A 71611 49329
S 69246 49625
O 69192 49962
N 72438 50247
D 73964 50548
1991 J 76420 50811
F 80470 51055
M 81977 51280
A 82241 51552
M 84947 51794
J 82165 52011
J 85076 52266
A 86666 52507
S 85709 52748
O 86662 52970
N 84157 53176
D 91300 53378
1992 J 90106 53560
F 91047 53710
M 89770 53892
A 91798 54065
M 92244 54216
J 91302 54390
J 94130 54558
A 92765 54700
S 93626 54842
O 93940 54969
N 96377 55095
D 97388 55249
1993 J 97994 55376
F 99055 55498
M 100732 55637
A 98899 55770
M 100989 55893
J 101297 56033
J 100991 56167
A 103992 56308
S 103458 56454
O 105136 56578
N 104425 56720
D 105474 56850
1994 J 108259 56992
F 106046 57112
M 102533 57266
A 103617 57421
M 104976 57605

J 103062 57783
J 105741 57945
A 109118 58159
S 107170 58375
O 109151 58596
N 112344 58813
D 113714 59072
</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

$59,072 without Principal Transfer

NOTES

1. Common Stocks: Standard & Poor's (S&P) Composite Index is an unmanaged
weighted index of the stock performance of 500 industrial, transportation,
utility and financial companies. Results shown assume reinvestment of
dividends. Both market value and return on common stock will vary.

2. U.S. Government Securities: Long-term Government Bonds are measured using
a one-bond portfolio constructed each year containing a bond with
approximately a 20-year maturity and a reasonably current coupon. U.S.
Treasury Bills are measured by rolling over each month a one-bill portfolio
containing, at the beginning of each month, the bill having the shortest
maturity not less than one month. U.S. Government securities are guaranteed
as to principal and interest, and if held to maturity, offer a fixed rate
of return. However, market value and return on such securities will
fluctuate prior to maturity.

The Accumulator can be an effective program for diversifying ongoing
investments between various asset categories. In addition, the Accumulator
offers special features which help address the risk associated with timing
the equity markets, such as dollar cost averaging. By transferring the same
dollar amount each month from the Money Market Fund to other Investment
Funds, dollar cost averaging attempts to shield your investment from short
term price fluctuations. This, however, does not assure a profit or protect
against a loss in declining markets.

THE BENEFIT OF ANNUITIZATION

An individual may shift the risk of outliving his or her principal by
electing a lifetime income annuity. See "Income Annuity Options," in Part 5.
Chart 7 below shows the monthly income that can be generated under various
forms of life annuities, as compared to receiving level payments of interest
only or principal and interest from the investment. Calculations in the Chart
are based on the following assumption: a $100,000 contribution was made at
one of the ages shown, annuity payments begin immediately, and a 5%
annuitization interest rate is used. For purposes of this example, principal
and interest are paid out on a level basis over 15 years. In the case of the
interest only scenario, the principal is always available and may be left to
other individuals at death. Under the principal and interest scenario, a
portion of the principal will be left at death, assuming the individual dies
within the 15 year period. In contrast, under the life annuity scenarios,
there is no residual amount left.

<PAGE>

CHART 7
MONTHLY INCOME
($100,000 CONTRIBUTION)

<TABLE>
<CAPTION>
JOINT AND SURVIVOR*
-----------------------------------
INTEREST PRINCIPAL AND
ONLY FOR INTEREST FOR SINGLE 50% TO 66.67% TO 100% TO
ANNUITANT LIFE 15 YEARS LIFE SURVIVOR SURVIVOR SURVIVOR
- ----------- ---------- -------------- -------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Male 65 $401 $785 $ 617 $560 $544 $513
Male 70 401 785 685 609 588 549
Male 75 401 785 771 674 646 598
Male 80 401 785 888 760 726 665
Male 85 401 785 1,045 878 834 757
</TABLE>
- ------------
The numbers are based on 5% interest compounded annually and the 1983
Individual Annuity Mortality Table "a" projected with modified Scale G.
Annuity purchase rates available at annuitization may vary, depending
primarily on the annuitization interest rate, which may not be less than an
annual rate of 2.5%.

* The Joint and Survivor Annuity Forms are based on male and female
Annuitants of the same age.

<PAGE>

PART 10: INDEPENDENT ACCOUNTANTS

The consolidated financial statements and consolidated financial statement
schedules of Equitable Life for the years ended December 31, 1994 and 1993
included in Equitable Life's Annual Report on Form 10-K, incorporated by
reference in the prospectus, have been examined by Price Waterhouse LLP,
independent accountants, whose reports thereon are incorporated herein by
reference. Such consolidated financial statements and consolidated financial
statement schedules have been incorporated herein by reference in reliance
upon the reports of Price Waterhouse LLP given upon their authority as
experts in accounting and auditing.

The consolidated financial statements and consolidated financial statement
schedules of Equitable Life for the year ended December 31, 1992 included in
Equitable Life's Annual Report on Form 10-K, incorporated by reference in the
prospectus, have been examined by Deloitte & Touche LLP, independent
accountants, whose reports thereon are incorporated herein by reference. Such
consolidated financial statements and consolidated financial statement
schedules have been incorporated herein by reference in reliance upon the
reports of Deloitte & Touche LLP given upon their authority as experts in
accounting and auditing.

<PAGE>

APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE
- -----------------------------------------------------------------------------

The example below shows how the market value adjustment would be
determined and how it would be applied to a withdrawal, assuming that
$100,000 were allocated on February 15, 1996 to a Guarantee Period with an
Expiration Date of February 15, 2005 at a Guaranteed Rate of 7.00% resulting
in a Maturity Value at the Expiration Date of $183,846, and further assuming
that a withdrawal of $50,000 were made on February 15, 2000.

February 15, 2000 (After Withdrawal)
-------------------------------------------------------
(4) Portion of (3) Associated with Withdrawal:
(3) x [$50,000 / (1)] ............................. $ 4,501 $ (4,851)
(5) Reduction in Guaranteed Period Amount:
[$50,000-(4)] ..................................... 45,499 54,851
(6) Guaranteed Period Amount: (2)-(5) ................. 85,581 76,229
(7) Maturity Value .................................... 120,032 106,915
(8) Present Value of (7), also Annuity Account Value .. 94,048 69,487
</TABLE>

You should note that under this example if a withdrawal is made when rates
have increased (from 7.00% to 9.00% in the example), a portion of a negative
market value adjustment is realized. On the other hand, if a withdrawal is
made when rates have decreased (from 7.00% to 5.00% in the example), a
portion of a positive market value adjustment is realized.

<PAGE>

APPENDIX II: GUARANTEED MINIMUM DEATH BENEFIT (GMDB) EXAMPLE
- -----------------------------------------------------------------------------

Under the Certificate the death benefit is equal to the sum of:
(1) the Annuity Account Value in the Investment Funds, or, if greater, the
GMDB (see "Guaranteed Minimum Death Benefit" (GMDB) in Part 5; and

(2) the death benefit provided with respect to the Guaranteed Period Account
(see "Death Benefit Amount" in Part 4).

The following is an example illustrating the calculation of the GMDB.
Assuming $100,000 is allocated to the Investment Funds (with no allocation to
the Money Market Fund), no subsequent contributions, no transfers and no
withdrawals, the GMDB for an Annuitant age 45 would be calculated as follows:

<TABLE>
<CAPTION>
END OF
CONTRACT ANNUITY NON-NEW YORK NEW YORK
YEAR ACCOUNT VALUE GMDB GMDB
- ---------- --------------- -------------- -------------
<S> <C> <C> <C>
1 $105,000 $106,000(1) $105,000(4)
2 $108,675 $112,360(1) $108,675(4)
3 $124,976 $119,102(1) $119,102(5)
4 $135,912 $126,248(1) $126,248(5)
5 $149,503 $133,823(1) $133,823(5)
6 $149,503 $141,852(1) $141,852(5)
7 $161,463 $161,463(2) $161,463(5)
8 $161,463 $171,151(3) $161,463(4)
</TABLE>

The Annuity Account Values for Contract Years 1 through 8 are determined
based on hypothetical rates of return of 5.00%, 3.50%, 15.00%, 8.75%, 10.00%,
0.00%, 8.00% and 0.00%, respectively.

NON-NEW YORK

(1) For Contract Years 1 through 6, the GMDB equals the initial
contribution increased by 6%.

(2) At the end of the seventh Contract Year the GMDB calculated on the 6%
increase basis on that date of $150,363 is reset to the Annuity Account
Value of $161,463 since that amount is greater.

(3) Equals the prior GMDB of $161,463 increased by 6%.

NEW YORK

(4) At the end of Contract Years 1 and 2, and again at the end of Contract
Year 8, the GMDB is equal to the Annuity Account Value.

(5) At the end of Contract Years 3, 4, 5 and 6, the GMDB is equal to the
contributions increased by 6% instead of the Annuity Account Value,
since the GMDB cannot be greater than this amount. However, at the end
of the seventh Contract Year the GMDB is equal to the Annuity Account
Value of $161,463 even though it is greater than the contributions
increased at 6% ($150,363) due to the end of the seventh Contract Year
reset.

<PAGE>

APPENDIX III: GMDB SPECIAL ADJUSTMENT
- -----------------------------------------------------------------------------

A special adjustment is made to the GMDB if on the next Processing Date
following a withdrawal or transfer from the Investment Funds, both (i) the
Annuity Account Value is less than the GMDB, and (ii) the sum of the
withdrawals and transfers from the Investment Funds during the Contract Year
prior to such Processing Date is greater than the difference between the GMDB
(before reduction for withdrawals and transfers from the Investment Funds
during the prior Contract Year) and "GMDB contributions." GMDB contributions
are equal to the sum of all contributions made plus all transfers into the
Investment Funds, plus at the time of any seventh Contract Year reset, the
amount by which the GMDB is increased to match the then current Annuity
Account Value. Such GMDB contributions are not reduced by withdrawals or
transfers from the Investment Funds.

The special adjustment will be equal to: (A) x (B) -(C):

Where:

(A) equals the GMDB (before the special adjustment and reduction for
withdrawals and transfers from the Investment Funds during the prior
Contract Year),

(B) equals (i)/(ii);
where

(i) equals the sum of withdrawals and transfers from the Investment
Funds during the prior Contract Year, and

(ii) equals the Annuity Account Value (plus any withdrawals and
transfers from the Investment Funds during the prior Contract Year), and

Example:

The following illustrates how a withdrawal would affect the non-New York GMDB
under a Certificate, assuming an initial contribution of $100,000, an Annuity
Account Value of $120,000 (with no allocation to the Money Market Fund) at
the end of the fourth year and a GMDB of $126,248 at the end of the fourth
year. If no withdrawals or transfers were to be made in the fifth year, the
end of fifth year GMDB would be $133,823. If a $60,000 withdrawal was made at
the end of the fifth year and a 0% return had been earned in the fifth year,
the special adjustment would be calculated using the above formula as
follows:

(A) = $133,823

(B) = (i)/(ii) = $60,000/$120,000 = .5

(A) X (B) - (C) = [($133,823 X .5) - $60,000] = $6,911.

The end of fifth year GMDB would equal $133,823 - $60,000 - $6,911 = $66,912.

The special adjustment was necessary in this case because (i) the end of
fifth year Annuity Account Value was less than the GMDB at the end of the
fifth year and (ii) the withdrawal of $60,000 was an amount greater than the
difference between the end of the fifth year GMDB (before reduction for the
withdrawal) and the GMDB contributions. In this case, that difference was
$33,823 ($133,823 - $100,000).

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C> <C>
Part 1: Accumulation Unit Values 2
Part 2: Annuity Unit Values 2
Part 3: Custodian and Independent Accountants 3
Part 4: Money Market Fund and Intermediate Government 3
Securities Fund Yield Information
Part 5: Long-Term Market Trends 4
Part 6: Financial Statements 6
</TABLE>

HOW TO OBTAIN AN ACCUMULATOR STATEMENT OF ADDITIONAL
INFORMATION

Send this request form to:
Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547

Please send me an Accumulator SAI:

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

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

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

<PAGE>
Filed Pursuant to Rule 497(e)
Registration File No.: 33-83750

INCOME MANAGER(SERVICE MARK)

ACCUMULATOR
STATEMENT OF ADDITIONAL INFORMATION

APRIL 17, 1995
- -----------------------------------------------------------------------------

COMBINATION VARIABLE AND
FIXED DEFERRED ANNUITY CERTIFICATES
FUNDED THROUGH THE

INVESTMENT FUNDS OF SEPARATE ACCOUNT NO. 45
ASSET ALLOCATION SERIES:
O CONSERVATIVE INVESTORS
O GROWTH INVESTORS
EQUITY SERIES:
O GROWTH & INCOME
O COMMON STOCK
O GLOBAL
O INTERNATIONAL
O AGGRESSIVE STOCK
FIXED INCOME SERIES:
O MONEY MARKET
O INTERMEDIATE GOVERNMENT SECURITIES

ISSUED BY:
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
- ------------------------------------------------------------------------------
Home Office: 787 Seventh Avenue, New York, NY 10019
Processing Office: Post Office Box 1547, Secaucus, NJ 07096-1547
- ------------------------------------------------------------------------------

This statement of additional information (SAI) is not a prospectus. It should
be read in conjunction with the Separate Account No. 45 prospectus for the
Accumulator, dated April 17, 1995. Definitions of special terms used in the
SAI are found in the prospectus.

A copy of the prospectus is available free of charge by writing the
Processing Office, by calling 1-800-789-7771, toll-free, or by contacting
your Registered Representative.

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
- ----------------------------------------------------------------------------------------- --------
<S> <C>
Part 1 Accumulation Unit Values 2
- ----------------------------------------------------------------------------------------- --------
Part 2 Annuity Unit Values 2
- ----------------------------------------------------------------------------------------- --------
Part 3 Custodian and Independent Accountants 3
- ----------------------------------------------------------------------------------------- --------
Part 4 Money Market Fund and Intermediate Government Securities Fund Yield Information 3
- ----------------------------------------------------------------------------------------- --------
Part 5 Long-Term Market Trends 4
- ----------------------------------------------------------------------------------------- --------
Part 6 Financial Statements 6
- ----------------------------------------------------------------------------------------- --------
</TABLE>

<PAGE>

PART 1 - ACCUMULATION UNIT VALUES

Accumulation Unit Values are determined at the end of each Valuation Period
for each of the Investment Funds. Other annuity contracts and certificates
which may be offered by us will have their own accumulation unit values for
the Investment Funds which may be different from those for the Accumulator.

The Accumulation Unit Value for an Investment Fund for any Valuation Period
is equal to the Accumulation Unit Value for the preceding Valuation Period
multiplied by the Net Investment Factor for that Investment Fund for that
Valuation Period. The NET INVESTMENT FACTOR is (a/b) - c where:

(a) is the value of the Investment Fund's shares of the corresponding
Portfolio at the end of the Valuation Period before giving effect to any
amounts allocated to or withdrawn from the Investment Fund for the
Valuation Period. For this purpose, we use the share value reported to us
by the Trust.

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

(c) is the daily Separate Account mortality and expense risk charge and asset
based administrative charge relating to the Certificates, times the number
of calendar days in the Valuation Period. These daily charges are at an
effective annual rate not to exceed a total of 1.15%.

PART 2 - ANNUITY UNIT VALUES

The annuity unit value will be fixed on May 1, 1995 for Certificates with
assumed base rates of net investment return of both 5% and 3 1/2 % a year.
For each Valuation Period after that date, it is the annuity unit value for
the immediately preceding Valuation Period multiplied by the adjusted Net
Investment Factor under the Certificate. For each Valuation Period, the
adjusted Net Investment Factor is equal to the Net Investment Factor reduced
for each day in the Valuation Period by:

o .00013366 of the Net Investment Factor if the assumed base rate of net
investment return is 5% a year; or

o .00009425 of the Net Investment Factor if the assumed base rate of net
investment return is 3 1/2 %.

Because of this adjustment, the annuity unit value rises and falls depending
on whether the actual rate of net investment return (after deduction of
charges) is higher or lower than the assumed base rate.

All Certificates have a 5% assumed base rate of net investment return, except
in states where that rate is not permitted. Annuity payments under
Certificates with an assumed base rate of 3 1/2 % will at first be smaller
than those under Certificates with a 5% assumed base rate. Payments under the
3 1/2 % Certificates, however, will rise more rapidly when unit values are
rising, and payments will fall more slowly when unit values are falling than
those under 5% Certificates.

The amounts of variable annuity payments are determined as follows:

Payments normally start on the Business Day specified on your election form,
or on such other future date as specified therein and are made on a monthly
basis. The first three payments are of equal amounts. Each of the first three
payments will be based on the amount specified in the Tables of Guaranteed
Annuity Payments in the Certificate.

The first three payments depend on the assumed base rate of net investment
return and the form of annuity chosen (and any fixed period). If the annuity
involved a life contingency, the risk class and the age of the annuitants
will affect payments.

The amount of the fourth and each later payment will vary according to the
investment performance of the Common Stock Fund. Each monthly payment will be
calculated by multiplying the number of annuity units credited by the average
annuity unit value for the second calendar month immediately preceding the
due date of the payment. The number of units is calculated by dividing the
first monthly payment by the annuity unit value for the Valuation Period
which includes the due date of the first monthly payment. The average annuity
unit value is the average of the annuity unit values for the Valuation
Periods ending in that month. Variable income annuities may also be available
by separate prospectus through the Common Stock or other Funds of other
separate accounts we offer.

Illustration of Changes in Annuity Unit Values.

To show how we determine variable annuity payments from month to month,
assume that the Annuity Account Value on an Annuity Commencement Date is

<PAGE>

enough to fund an annuity with a monthly payment of $363 and that the annuity
unit value for the Valuation Period

<PAGE>

that includes the due date of the first annuity payment is $1.05. The number
of annuity units credited under the contract would be 345.71 (363 divided by
1.05 = 345.71).

If the fourth monthly payment is due in March, and the average annuity unit
value for January was $1.10, the annuity payment for March would be the
number of units (345.71) times the average annuity unit value ($1.10), or
$380.28. If the average annuity unit value was $1 in February, the annuity
payment for April would be 345.71 times $1, or $345.71.

PART 3 - CUSTODIAN AND INDEPENDENT ACCOUNTANTS

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

The consolidated financial statements of Equitable Life for the years ended
December 31, 1994 and 1993 included in the SAI have been audited by Price
Waterhouse LLP, and for the year ended December 31, 1992 by Deloitte & Touche
LLP, as stated in their respective reports.

The consolidated financial statements of Equitable Life for the years ended
December 31, 1994 and 1993 included in this SAI have been so included in
reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Equitable Life for the year ended
December 31, 1992 included in this SAI have been so included in reliance on
the report of Deloitte & Touche LLP, independent accountants, given on the
authority of such firm as experts in accounting and auditing.

PART 4 - MONEY MARKET FUND AND INTERMEDIATE
GOVERNMENT SECURITIES FUND YIELD INFORMATION

Money Market Fund

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

The net change is then reduced by the average contract fee factor (explained
below). This reduction is made to recognize the deduction of the annual
contract fee, which is not reflected in the unit value. See "Annual Contract
Fee" in Part 6 of the prospectus.

Accumulation Unit Values reflect all other accrued expenses of the Money
Market Fund but do not reflect the distribution fee, the withdrawal charge,
the guaranteed minimum death benefit charge or any premium taxes.

The adjusted net change is divided by the Accumulation Unit Value at the
beginning of the period to obtain the adjusted base period rate of return.
This seven-day adjusted base period return is then multiplied by 365/7 to
produce an annualized seven-day current yield figure carried to the nearest
one-hundredth of one percent.

The actual dollar amount of the annual contract fee that is deducted from the
Money Market Fund will vary for each Certificate depending upon the
percentage of the Annuity Account Value allocated to the Money Market Fund.
To determine the effect of the annual contract fee on the yield, we start
with the total dollar amounts of the charges deducted from the Fund during
the 12-month period ending on the last day of the prior year. The amount is
multiplied by 7/365 to produce an average contract fee factor which is used
in all weekly yield computations for the ensuing year. The average contract
fee factor is then divided by the number of Accumulator Money Market Fund
Accumulation Units as of the end of the prior calendar year, and the
resulting quotient is deducted from the net change in Accumulation Unit Value
for the seven-day period.

The effective yield is obtained by modifying the current yield to give effect
to the compounding nature of the Money Market Fund's investments, as follows:
the unannualized adjusted base period return is compounded by adding one to
the adjusted base period return, raising the sum to a power equal to 365
divided by 7, and subtracting one from the result, i.e., effective yield =
(base period return + 1 ) 365/7 -- 1. The Money Market Fund yields will
fluctuate daily. Accordingly, yields for any given period are not necessarily
representative of future results. In addition, the value of Accumulation
Units of the Money Market Fund will fluctuate and not remain constant.

<PAGE>

Intermediate Government Securities Fund

The Intermediate Government Securities Fund calculates yield information for
30-day periods. The 30-day current yield calculation is based on a
hypothetical Certificate with one Accumulation Unit at the beginning of the
period. To determine the 30-day rate of return, the net change in the
Accumulation Unit Value is computed by subtracting the Accumulation Unit
Value at the beginning of the period from an Accumulation Unit Value,
exclusive of capital changes, at the end of the period.

Accumulation Unit Values reflect all other accrued expenses of the
Intermediate Government Securities Fund but do not reflect the distribution
fee, the withdrawal charge, the guaranteed minimum death benefit charge or
any premium taxes.

The adjusted net change is divided by the Accumulation Unit Value at the
beginning of the period to obtain the adjusted base period rate of return.
This 30-day adjusted base period return is then multiplied by 365/30 to
produce an annualized 30-day current yield figure carried to the nearest
one-hundredth of one percent.

The actual dollar amount of the annual contract fee that is deducted from the
Intermediate Government Securities Fund will vary for each Certificate
depending upon the percentage of the Annuity Account Value allocated to the
Intermediate Government Securities Fund. To determine the effect of the
annual contract fee on the yield, we start with the total dollar amounts of
the charges deducted from the Fund during the 12-month period ending on the
last day of the prior year. The amount is multiplied by 30/365 to produce an
average contract fee factor which is used in all 30-day yield computations
for the ensuing year. The average contract fee is then divided by the number
of Accumulator Intermediate Government Securities Fund Accumulation Units as
of the end of the prior calendar year, and the resulting quotient is deducted
from the net change in Accumulation Unit Value for the 30-day period.

The effective yield is obtained by modifying the current yield to give effect
to the compounding nature of the Intermediate Government Securities Fund's
investments, as follows: the unannualized adjusted base period return is
compounded by adding one to the adjusted base period return, raising the sum
to a power equal to 365 divided by 30, and subtracting one from the result,
i.e., effective yield = (base period return + 1) 365/30 -- 1. Intermediate
Government Securities Fund yields will fluctuate daily. Accordingly, yields
for any given period are not necessarily representative of future results. In
addition, the value of the Accumulation Units of the Intermediate Government
Securities Fund will fluctuate and not remain constant.

Money Market Fund and Intermediate Government Securities Fund Yield
Information

Money Market Fund and the Intermediate Government Securities Fund yields
reflect charges that are not normally reflected in the yields of other
investments and therefore may be lower when compared with yields of other
investments. Money Market Fund and Intermediate Government Securities Fund
yields should not be compared to the return on fixed rate investments which
guarantee rates of interest for specified periods, such as the Guarantee
Periods. Nor should the yield be compared to the yield of money market funds
or government securities funds made available to the general public.

Because the Accumulator Certificates are being offered for the first time in
1995, yield information is not available.

PART 5 - LONG-TERM MARKET
TRENDS

As a tool for understanding how different investment strategies may affect
long-term results, it may be useful to consider the historical returns on
different types of assets. The following charts present historical return
trends for various types of securities. The information presented, while not
directly related to the performance of the Investment Funds, helps to provide
a perspective on the potential returns of different asset classes over
different periods of time. By combining this information with knowledge of
personal financial needs (e.g., the length of time until retirement,
financial requirements at retirement), you may be able to better determine
how to allocate contributions among the Accumulator Investment Funds.

<PAGE>

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

Growth of $1 Invested on January 1, 1954
(Values as of the last business day)

[THE FOLLOWING TABLE WAS REPRESENTED AS A
STACKED AREA GRAPH IN THE PROSPECTUS]

<TABLE>
<CAPTION>
A B
Label Label Inflation Common Stocks
------- ------- --------- ---------------
<S> <C> <C> <C>
1 1954 1 1
2 1 1.32
3 1.03 1.4
4 1.06 1.25
5 1.08 1.79
6 1.1 2.01
7 1.11 2.02
8 1.12 2.56
9 1.14 2.34
10 1.15 2.87
11 1964 1.17 3.34
12 1.19 3.76
13 1.23 3.38
14 1.27 4.19
15 1.33 4.65
16 1.41 4.26
17 1.49 4.43
18 1.54 5.06
19 1.59 6.02
20 1.73 5.14
21 1974 1.94 3.78
22 2.08 5.18
23 2.18 6.42
24 2.32 5.96
25 2.53 6.35
26 2.87 7.52
27 3.23 9.96
28 3.51 9.47
29 3.65 11.5
30 3.79 14.09
31 1984 3.94 14.97
32 4.09 19.78
33 4.13 23.44
34 4.32 24.66
35 4.51 28.81
36 4.72 37.88
37 5 36.68
38 5.16 47.89
39 5.31 51.56
40 5.45 56.71
41 1994 5.6 57.45
</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

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

Over shorter periods of time, however, common stocks tend to be subject to
more dramatic changes in value than fixed income (debt) securities. Investors
who are nearing retirement age, or who have a need to limit short-term risk,
may find it preferable to allocate a smaller percentage of their Annuity
Account Value to those Investment Funds that invest in common stocks. The
following graph illustrates the monthly fluctuations in value of $1 based on
monthly returns of the Standard & Poor's 500 during 1990, a year that
represents more typical volatility than 1994.

CAPTION:

Growth of $1 Invested on January 1, 1990
(Values are as of the last business day)

[THE FOLLOWING TABLE WAS REPRESENTED AS A
SCATTER GRAPH IN THE PROSPECTUS]

<TABLE>
<CAPTION>
A B
Label Label Common Stocks Intermediate-Term
- ------- -------- -------------- -----------------
<S> <C> <C> <C>
1 1/1/90 $1.00 $1.00
2 Jan. $0.93 $0.99
3 Feb. $0.94 $0.99
4 Mar. $0.97 $0.99
5 Apr. $0.95 $0.98
6 May $1.04 $1.01
7 June $1.03 $1.02
8 July $1.03 $1.04
9 Aug. $0.93 $1.03
10 Sep. $0.89 $1.04
11 Oct. $0.89 $1.06
12 Nov. $0.94 $1.08
13 Dec. $0.97 $1.10
</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

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

The following chart illustrates average annual rates of return over selected
time periods between December 31, 1926 and December 31, 1994 for different types
of securities: common stocks, long-term government bonds, long-term corporate
bonds, intermediate-term government bonds and U.S. Treasury Bills. For
comparison purposes, the Consumer Price Index is shown as a measure of
inflation. The average annual returns shown in the chart reflect capital
appreciation and assume the reinvestment of dividends and interest.
No investment management fees or expenses, and no charges typically
associated with deferred annuity products, are reflected.

The information presented is merely a summary of past experience for
unmanaged groups of securities and is neither an estimate or guarantee of
future performance. Any investment in securities, whether equity or debt,
involves varying degrees of potential risk, in addition to offering varying
degrees of potential reward.

The rates of return illustrated do not represent returns of the Separate
Account. In addition, there is no assurance that the performance of the
Investment Funds will correspond to rates of return such as those illustrated
in the chart. For a comparative illustration of performance results of the
Investment Funds (which reflect the Trust and Separate Account charges), see
"Part 3: Investment Performance" in the prospectus.

<PAGE>

MARKET TRENDS:
ILLUSTRATIVE ANNUAL RATES OF RETURN

<TABLE>
<CAPTION>
LONG-TERM INTERMEDIATE-
FOR THE FOLLOWING PERIODS COMMON LONG-TERM CORPORATE TERM GOVT. U.S. TREASURY CONSUMER
ENDING 12/31/94 STOCKS GOVT. BONDS BONDS BONDS BILLS PRICE INDEX
- ----------------------------- -------- ------------- ----------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1 Year 1.31% (7.77)% (5.76)% (5.14)% 3.90% 2.78%
3 Years 6.26 5.62 5.28 4.19 3.43 2.81
5 Years 8.69 8.34 8.36 7.46 4.73 3.51
10 Years 14.40 11.86 11.57 9.40 5.76 3.59
20 Years 14.58 9.42 10.00 9.25 7.29 5.45
30 Years 9.95 6.96 7.31 7.84 6.66 5.36
40 Years 10.66 5.62 6.14 6.58 5.63 4.40
50 Years 11.92 4.99 5.34 5.59 4.69 4.35
60 Years 11.48 4.81 5.21 5.19 3.92 4.10
Since 12/31/26 10.19 4.83 5.41 5.09 3.69 3.13
Inflation adjusted since 1926 6.85 2.22 1.65 1.91 0.55 --
</TABLE>

SOURCE: Stocks, Bonds, Bills, and Inflation 1995 Yearbook(Trademark),
Ibbotson Associates, Chicago (annually updates work by Roger G. Ibbotson and
Rex A. Sinquefield). All rights reserved.

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

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

LONG-TERM CORPORATE BONDS--For the period 1969-1994, represented by the
Salomon Brothers Index was backdated using Salomon Brothers monthly yield
data and a methodology similar to that used by Salomon Brothers for
1969-1994; for the period 1927-1945, the Standard and Poor's monthly
High-Grade Corporate Composite yield data were used, assuming a 4 percent
coupon and a twenty year maturity.

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

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

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

- -----------------------------------------------------------------------------
PART 6 - FINANCIAL STATEMENTS

The consolidated financial statements of The Equitable Life Assurance Society
of the United States included herein should be considered only
as bearing upon the ability of Equitable Life to meet its obligations under
the Certificates. There are no financial statements for the Separate Account
as it had not commenced operations as of the date of the prospectus and SAI.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of earnings, of shareholder's equity and of cash
flows present fairly, in all material respects, the financial position of The
Equitable Life Assurance Society of the United States and its subsidiaries at
December 31, 1993, and the results of their operations and their cash flows for
the year in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.

As discussed in Note 2 to the consolidated financial statements, in 1993 The
Equitable Life Assurance Society of the United States changed its methods of
accounting for investment securities and for reinsurance.

PRICE WATERHOUSE LLP
New York, New York
February 9, 1994

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors of The Equitable Life Assurance Society
of the United States:

We have audited the consolidated balance sheet of The Equitable Life
Assurance Society of the United States ("Equitable Life") as of December 31,
1992 and the related consolidated statements of earnings, shareholder's
equity and cash flows for the years ended December 31, 1992 and 1991. These
consolidated financial statements are the responsibility of Equitable Life's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of The Equitable
Life Assurance Society of the United States at December 31, 1992 and the
consolidated results of its operations and its consolidated cash flows for
the years ended December 31, 1992 and 1991 in conformity with generally
accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, in 1992
Equitable Life changed its method of accounting for foreclosed assets, income
taxes, and postretirement benefits other than pensions.

Deloitte & Touche LLP
New York, New York
February 16, 1993

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1993 AND 1992

<TABLE>
<CAPTION>
1993 1992
----------- -----------
(IN MILLIONS)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities:
Held to maturity, at amortized cost ..................... $ 5,659.1 $10,922.0
Available for sale, at estimated fair value ............. 7,829.3 949.9
Trading account securities, at market value .............. -- 6,249.7
Securities purchased under resale agreements ............. -- 5,746.7
Mortgage loans on real estate ............................ 4,592.1 5,470.5
Equity real estate ....................................... 4,452.6 4,437.3
Policy loans ............................................. 1,549.1 1,433.6
Other equity investments ................................. 851.0 1,379.5
Investment in and loans to affiliates .................... 533.0 --
Other invested assets .................................... 374.2 493.6
----------- -----------
Total investments ..................................... 25,840.4 37,082.8
Cash and cash equivalents ................................. 593.4 763.1
Broker-dealer related receivables ......................... 174.1 9,178.0
Deferred policy acquisition costs ......................... 2,858.8 2,887.5
Amounts due from discontinued GIC Segment ................. 2,125.9 1,293.8
Other assets .............................................. 1,726.7 2,110.9
Closed Block assets ....................................... 8,084.3 7,745.1
Separate Accounts assets .................................. 19,684.1 17,599.4
----------- -----------
Total Assets .............................................. $61,087.7 $78,660.6
=========== ===========
LIABILITIES
Policyholders' account balances ........................... $21,499.1 $20,803.2
Future policy benefits and other policyholders'
liabilities .............................................. 3,753.6 3,722.8
Securities sold under repurchase agreements ............... -- 11,550.7
Broker-dealer related payables ............................ 414.6 8,253.0
Short-term and long-term debt ............................. 1,659.5 2,728.5
Other liabilities ......................................... 2,035.7 2,855.0
Closed Block liabilities .................................. 9,143.4 8,877.6
Separate Accounts liabilities ............................. 19,631.2 17,509.9
----------- -----------
Total liabilities ..................................... 58,137.1 76,300.7
----------- -----------
Commitments and Contingencies (Notes 12, 13 and 14)
SHAREHOLDER'S EQUITY
Common stock, $1.25 and $1.00 par value, respectively;
2.0 million shares authorized issued and outstanding .... 2.5 2.0
Capital in excess of par value ............................ 2,613.6 2,273.9
Retained earnings ......................................... 217.6 5.2
Net unrealized investment gains ........................... 131.9 78.8
Minimum pension liability ................................. (15.0) --
----------- -----------
Total shareholder's equity ............................ 2,950.6 2,359.9
----------- -----------
Total Liabilities and Shareholder's Equity ................ $61,087.7 $78,660.6
=========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

<TABLE>
<CAPTION>
1993 1992 1991
--------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Premiums ......................................... $ 599.1 $1,185.3 $1,637.7
Universal life and investment-type product policy
fee income ...................................... 644.5 571.7 532.3
Net investment income. ........................... 2,599.3 2,689.5 2,976.1
Investment gains (losses), net ................... 533.4 371.8 (162.3)
Commissions, fees and other income ............... 1,717.2 1,407.4 1,133.0
Contribution from the Closed Block ............... 128.3 59.3 --
--------- ---------- ----------
Total revenues. ................................ 6,221.8 6,285.0 6,116.8
--------- ---------- ----------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits .......................... 1,003.9 1,755.7 2,229.5
Interest credited to policyholders' account
balances ........................................ 1,330.0 1,440.8 1,567.8
Other operating costs and expenses ............... 3,584.2 3,095.7 2,825.8
--------- ---------- ----------
Total benefits and other deductions ............ 5,918.1 6,292.2 6,623.1
--------- ---------- ----------
Earnings (loss) from continuing operations before
Federal income taxes ............................ 303.7 (7.2) (506.3)
Federal income tax expense (benefit) ............. 91.3 19.2 (198.5)
--------- ---------- ----------
Earnings (loss) from continuing operations ...... 212.4 (26.4) (307.8)
Discontinued operations, net of Federal income
taxes ........................................... -- -- (561.9)
Extraordinary charge for demutualization expenses -- (93.8) (28.3)
Cumulative effect of accounting changes, net of
Federal income taxes ............................ -- 4.9 --
--------- ---------- ----------
Net Earnings (Loss) .............................. $ 212.4 $ (115.3) $ (898.0)
========= ========== ==========
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

<TABLE>
<CAPTION>
1993 1992 1991
---------- ----------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Common stock, at par value, beginning of year ... $ 2.0 $ --
Issuance of common stock. ........................ -- 2.0
Increase in par value ............................ .5 --
---------- -----------
Common stock, at par value, end of year ......... 2.5 2.0
---------- -----------
Capital in excess of par value, beginning of year 2,273.9 --
Demutualization transaction ...................... -- 1,099.3
Capital contribution ............................. 340.2 1,174.6
Increase in par value ............................ (.5) --
---------- -----------
Capital in excess of par value, end of year ..... 2,613.6 2,273.9
---------- -----------
Retained earnings, beginning of year ............. 5.2 1,290.0 $2,188.0
Net loss before demutualization .................. -- (120.5) (898.0)
Demutualization transaction ...................... -- (1,169.5) --
Net earnings after demutualization ............... 212.4 5.2 --
---------- ----------- ----------
Retained earnings, end of year ................... 217.6 5.2 1,290.0
---------- ----------- ----------
Net unrealized investment gains, beginning of
year ............................................ 78.8 65.5 30.9
Change in net unrealized investment gains ....... (9.5) 13.3 34.6
Effect of adopting new accounting standard ...... 62.6 -- --
---------- ----------- ----------
Net unrealized investment gains, end of year .... 131.9 78.8 65.5
---------- ----------- ----------
Minimum pension liability, beginning of year .... --
Change in minimum pension liability .............. (15.0)
----------
Minimum pension liability, end of year ........... (15.0)
----------
Total Shareholder's Equity, End of Year ......... $2,950.6 $ 2,359.9 $1,355.5
========== =========== ==========
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

<TABLE>
<CAPTION>
1993 1992 1991
------------ ----------- ------------
(IN MILLIONS)
<S> <C> <C> <C>
Net earnings (loss) ................................ $ 212.4 $ (115.3) $ (898.0)
Adjustments to reconcile net earnings (loss) to net
cash (used) provided by operating activities:
Net change in trading activities and broker-dealer
related receivables/payables ...................... (4,177.8) (2,872.9) 314.9
Increase in matched resale agreements ............. (2,900.5) (3,157.4) (435.9)
Increase in matched repurchase agreements ........ 2,900.5 3,157.4 435.9
Investment (gains) losses, net of dealer and
trading gains .................................... (160.8) (101.6) 425.6
Change in amounts due to discontinued GIC
Segment .......................................... 47.8 76.4 682.3
General Account policy charges .................... (623.4) (542.9) (499.4)
Interest credited to policyholders' account
balances ......................................... 1,330.0 1,440.8 1,567.8
Changes in Closed Block assets and liabilities, net (73.3) (156.6) --
Change in postretirement benefits liability ....... (8.5) 386.7 --
Other, net ......................................... (407.6) 60.9 295.2
------------ ----------- ------------
Net cash (used) provided by operating activities .. (3,861.2) (1,824.5) 1,888.4
------------ ----------- ------------
Cash flows from investing activities:
Maturities and repayments ......................... 3,479.6 2,395.8 2,984.3
Sales ............................................. 7,399.2 5,947.1 9,507.4
Return of capital from joint ventures and limited
partnerships ..................................... 119.5 216.7 64.9
Purchases ......................................... (11,184.2) (9,009.5) (11,177.5)
Net increase in loans to discontinued GIC
Segment .......................................... (880.0) (1,448.6) (955.4)
Cash received on sale of DLJ ...................... 346.7 -- --
Other, net ........................................ (317.0) 287.6 (492.7)
------------ ----------- ------------
Net cash used by investing activities .............. (1,036.2) (1,610.9) (69.0)
------------ ----------- ------------
Cash flows from financing activities:
Policyholders' account balances:
Deposits ......................................... 2,410.7 2,411.6 1,946.7
Withdrawals ...................................... (2,433.5) (2,912.0) (3,655.2)
Net increase (decrease) in short-term financings . 4,717.2 1,786.3 (546.3)
Additions to long-term debt ....................... 97.7 477.3 1,498.6
Repayments of long-term debt ...................... (64.4) (281.4) (404.9)
Capital contribution .............................. -- 177.8 --
------------ ----------- ------------
Net cash provided (used) by financing activities .. 4,727.7 1,659.6 (1,161.1)
------------ ----------- ------------
Change in cash and cash equivalents ................ (169.7) (1,775.8) 658.3
Cash and cash equivalents, beginning of year ...... 763.1 2,538.9 1,880.6
------------ ----------- ------------
Cash and Cash Equivalents, End of Year ............. $ 593.4 $ 763.1 $ 2,538.9
============ =========== ============
Supplemental cash flow information:
Interest Paid ..................................... $ 1,437.2 $ 1,244.0 $ 1,386.0
============ =========== ============
Income Taxes Paid (Refunded) ...................... $ 41.0 $ (21.3) $ (15.0)
============ =========== ============
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>

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

1) ORGANIZATION

In accordance with the plan of demutualization, The Equitable Life
Assurance Society of the United States ("Equitable Life") converted to a
stock life insurance company on July 22, 1992 and became a wholly owned
subsidiary of The Equitable Companies Incorporated (the "Holding Company").
In connection with the conversion, Equitable Life's eligible policyholders
received cash, policy credits or common stock of the Holding Company. The
costs incurred in connection with the demutualization have been presented as
an extraordinary charge. Upon conversion, Equitable Life commenced preparing
its general purpose consolidated financial statements in conformity with
generally accepted accounting principles ("GAAP") for stock life insurance
companies. Such principles have been applied retroactively in the preparation
of these consolidated financial statements for all periods prior to
conversion.

In accordance with the plan of demutualization, policy credits of $48.5
million credited to certain policyholders and $19.7 million were accrued or
paid to certain policyholders. Such policy credits and cash payments were
charged to retained earnings.

At conversion on July 22, 1992, AXA Group ("AXA") became the owner of 49%
of the common equity of the Holding Company.

In connection with an investment agreement dated as of July 18, 1991 among
Equitable Life, the Holding Company, and AXA, the parties agreed to a
standstill period from July 22, 1992 to September 19, 1994 (unless terminated
earlier upon the occurrence of any of certain specific events). During the
standstill period, AXA is restricted in its ability to acquire additional
shares of common stock and, subject to certain exceptions, will at the option
of the Holding Company's Board of Directors vote its shares as directed by
those directors or in the same proportion as votes cast by other
shareholders. In addition, AXA, Equitable Life and the Holding Company agreed
that until after the first annual meeting of shareholders of the Holding
Company following the end of the standstill period, AXA generally has the
right to nominate a percentage of directors equal to its percentage ownership
of the total outstanding shares of common stock and the Holding Company is
required to obtain the consent of AXA prior to taking certain specified
actions such as sales of capital stock, incurrence of certain indebtedness
and material changes in the nature of business. AXA's percentage ownership of
voting capital stock is limited to 49% during the standstill period.

2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Equitable Life and its wholly owned life insurance subsidiaries
(collectively, the "Insurance Group"); non-insurance subsidiaries,
principally Alliance Capital Management L.P. ("Alliance Capital"), an
investment advisory subsidiary, and Equitable Real Estate Investment
Management, Inc. ("EREIM"), a real estate investment management subsidiary;
and those trusts, partnerships and joint ventures (collectively, including
its consolidated subsidiaries, "the Company") in which the Company has
control and a majority economic interest. The consolidated statements of
earnings and cash flows for the year ended December 31, 1993 include the
results of operations and cash flow of Donaldson, Lufkin and Jenrette, Inc.
("DLJ"), an investment banking and brokerage subsidiary on a consolidated
basis through December 15, 1993, the date of sale (see Note 19). Subsequent
to the date of sale, DLJ is accounted on the equity basis. DLJ is
consolidated in the financial statements for the years ended December 31,
1992 and 1991. The Closed Block assets and liabilities at December 31, 1993
and 1992 and the Closed Block results of operations subsequent to
demutualization are presented in the consolidated financial statements as
single line items. Prior to demutualization such amounts are presented line
by line in the consolidated financial statements (see Note 6).

<PAGE>

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

Unless specifically stated, all disclosures contained herein supporting the
consolidated financial statements exclude the Closed Block related amounts.

All significant intercompany transactions and balances have been
eliminated in consolidation other than intercompany transactions and balances
with the Closed Block (see Note 6) and the discontinued Guaranteed Interest
Contract ("GIC") Segment (see Note 7).

Certain reclassifications have been made in the amounts presented for
prior periods to conform those periods with the 1993 presentation.

Closed Block

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

Assets allocated to the Closed Block inure solely to the benefit of the
holders of policies included in the Closed Block and will not revert to the
benefit of the shareholder of Equitable Life. The plan of demutualization
prohibits the reallocation, transfer, borrowing or lending of assets between
the Closed Block and other portions of Equitable Life's General Account, any
of its Separate Accounts or to any affiliate of Equitable Life without the
approval of the New York Superintendent of Insurance. Closed Block assets and
liabilities are carried on the same basis as similar assets and liabilities
held in the General Account.

The excess of Closed Block liabilities over Closed Block assets represents
the expected future post-tax contribution from the Closed Block which may be
recognized in income from continuing operations over the period the policies
and contracts in the Closed Block remain in force.

If the actual contribution from the Closed Block in any given period
equals or exceeds the expected contribution for such period as determined at
the establishment of the Closed Block, the expected contribution would be
recognized in income from continuing operations for that period. Any excess
of the actual contribution over the expected contribution would also be
recognized in income from continuing operations to the extent that the
aggregate expected contribution for all prior periods exceeded the aggregate
actual contribution. Any remaining excess of actual contribution over
expected contributions would be accrued in the Closed Block as a liability
for future dividends to be paid to the Closed Block policyholders.

If, over the period the policies and contracts in the Closed Block remain
in force, the actual contribution from the Closed Block is less than the
expected contribution from the Closed Block, only such actual contribution
would be recognized in income from continuing operations.

Discontinued Operations

In September 1991, management of the Company adopted a plan to discontinue
the business operations of the GIC Segment, consisting of the Guaranteed
Interest Contract and Group Non-Participating Wind-Up Annuities lines of
business. The Company established a pre-tax provision for the estimated
future losses of the GIC line of business. In addition, a premium deficiency
reserve was established in 1991 related to Group Non-Participating Wind-Up
Annuities. Losses incurred subsequent to September 1991 have been charged to
the allowance for future losses and the premium deficiency reserve. Total
allowances are based upon management's best judgment and there is no
assurance that the ultimate losses will not differ.

<PAGE>

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

Accounting Changes

In the first quarter of 1993, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 113, "Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts," which establishes
the conditions for reinsurance accounting. With the adoption of this
standard, certain reinsurance contracts have been reclassified in 1993 and
are presented on a gross basis. Implementation of this standard had no
material effect on the Company's consolidated financial statements.

At December 31, 1993, the Company adopted SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which expands the use of
fair value accounting for those securities that a company does not have
positive intent and ability to hold to maturity. Implementation of this
standard increased consolidated shareholder's equity by $62.6 million net of
related deferred policy acquisition costs, deferred Federal income tax, and
amounts attributable to participating pension contractholders and Closed
Block policyholders.

In the fourth quarter of 1992 (effective as of January 1, 1992), the
Company adopted SFAS No. 109, "Accounting for Income Taxes" and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions". The
cumulative effect of accounting changes of $4.9 million is comprised of a
credit of $252.3 million related to the income tax standard and a charge of
$247.4 million, net of a Federal income tax benefit of $130.9 million,
related to the postretirement benefits standard.

In 1992, effective in the fourth quarter, the Company changed its method
of accounting for foreclosed assets to comply with AICPA Statement of
Position No. 92-3, "Accounting for Foreclosed Assets". This change resulted
in a charge of $34.5 million which is reflected in the additions to valuation
allowances.

New Accounting Pronouncements

In November 1992, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 112, "Employers' Accounting for Postemployment Benefits," which
requires employers to recognize the obligation to provide postemployment
benefits and is effective for fiscal years beginning after December 15, 1993.
Based on current estimates, management believes implementation in 1994 will
result in a cumulative effect of accounting changes, net of Federal income
taxes, of approximately $18.2 million to the Company's consolidated results
of operations.

In May 1993, the FASB issued SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan," which requires that a creditor measure impaired loans
based upon the present value of expected future cash flows discounted at a
loan's effective interest rate, observable market price or the fair value of
the collateral if the loan is collateral dependent. This standard is
effective for fiscal years beginning after December 15, 1994. Management has
not yet determined the effect or timing of adopting this standard.

Valuation of Investments

Fixed maturities which the Company has both the ability and the intent to
hold to maturity are stated principally at amortized cost. For publicly
traded fixed maturities and for directly negotiated fixed maturities, after
adoption of SFAS No. 115, the amortized cost is adjusted for impairments in
value deemed to be other than temporary. Prior to the adoption of SFAS No.
115, for directly negotiated fixed maturities, amortized cost was adjusted
for impairment in value deemed to be other than temporary through the
establishment of valuation allowances. As a result of implementing SFAS No.
115 as of December 31, 1993, fixed maturities which have been identified as
available for sale are reported at estimated fair value. At December 31,
1992, fixed maturities available for sale were reported at the lower of
aggregate amortized cost or estimated fair value.

<PAGE>

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

At December 31, 1992, DLJ's trading account securities were reported at
market value based principally on their quoted market prices or on quoted
market prices of comparable instruments.

At December 31, 1992, securities sold under repurchase agreements treated
as financing transactions are carried at the amounts at which the securities
will be reacquired as specified in the respective agreements. DLJ generally
takes possession of the underlying assets purchased under agreements to
resell and obtains additional collateral when the estimated fair value of
such securities falls below their contract value. Obligations for securities
purchased under resale agreements are accounted for in a similar manner.

Mortgage loans on real estate are stated at unpaid principal balances, net
of unamortized discounts and valuation allowances. The valuation allowances
are based on losses expected by management to be realized on transfers of
mortgage loans to real estate (upon foreclosure or in-substance foreclosure),
on the disposition or settlement of mortgage loans and on mortgage loans
which management believes may not be collectible in full. In establishing
valuation allowances, management considers, among other things, the estimated
fair value of the underlying collateral.

Real estate, including real estate acquired in satisfaction of debt, is
stated at depreciated cost less valuation allowances. At the date of
foreclosure (including in-substance foreclosure), real estate acquired in
satisfaction of debt is valued at estimated fair value. Valuation allowances
on real estate held for the production of income are computed using the
forecasted cash flows of the respective properties discounted at a rate equal
to the Company's cost of funds; valuation allowances on real estate available
for sale are computed using the estimated current fair value net of
disposition costs.

Policy loans are stated at unpaid principal balances.

Partnerships and joint venture interests in which the Company does not
have control and a majority economic interest are reported on an equity basis
and are included with equity real estate or other equity investments, as
appropriate.

Equity securities, carried principally at estimated fair value, includes
common stock, non- redeemable preferred stock and at December 31, 1992, DLJ's
holdings of long-term corporate development investments, principally private
equity investments, and are included in other equity investments.

Short-term investments are stated at fair value which approximates
amortized cost and are included with other invested assets.

Cash and cash equivalents includes cash on hand, amounts due from banks
and highly liquid debt instruments purchased with an original maturity of
three months or less.

All securities owned by the Insurance Group and United States government
and agency securities, mortgage-backed securities, futures transactions and
certain other debt obligations held by DLJ at December 31, 1992 are recorded
in the consolidated financial statements on a trade date basis. All other
securities owned by DLJ at December 31, 1992 are recorded on a settlement
date basis and adjustments are made to a trade date basis, if significant.

Investment Results

Net investment income excludes net investment income of Separate Accounts
on which the Insurance Group does not bear the investment risk. Net
investment income and realized investment gains and losses (collectively
"investment results") related to certain participating group annuity
contracts are passed through to the contractholders as interest credited to
policyholders' account balances.

<PAGE>

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

Realized investment gains and losses, other than those related to Separate
Accounts on which the Insurance Group does not bear the investment risk, are
determined by specific identification and are presented as a component of
revenue. Valuation allowances are netted against the asset categories to
which they apply and changes in the valuation allowances are included in
investment gains or losses.

Unrealized investment gains and losses on fixed maturities available for
sale and equity securities held by the Insurance Group are accounted for as a
separate component of shareholder's equity, net of related deferred Federal
income taxes, amounts attributable to Closed Block policyholders,
participating pension contractholders and deferred policy acquisition costs
related to universal life and investment-type products.

Unrealized investment gains and losses of DLJ during the period of
consolidation are included in revenues as investment gains or losses in
accordance with the accounting principles applicable to trading portfolios.

Recognition of Insurance Income and Related Expenses

Premiums from traditional life and annuity policies with life
contingencies are generally recognized as income when due. Benefits and
expenses are matched with such income so as to result in the recognition of
profits over the life of the contracts. This match is accomplished by means
of the provision for liabilities for future policy benefits and the deferral
and subsequent amortization of policy acquisition costs.

For contracts with a single premium or a limited number of premium
payments due over a significantly shorter period than the total period over
which benefits are provided, premiums are recorded as income when due with
any excess profit deferred and recognized in income in a constant
relationship to insurance in force or, for annuities, the amount of expected
future benefit payments.

Premiums from individual health contracts are recognized as income over
the period to which the premiums relate in proportion to the amount of
insurance protection provided.

Premiums from universal life and investment-type contracts are reported as
deposits to policyholders' account balances. Revenues from these contracts
consist of amounts assessed during the period against policyholders' account
balances for mortality charges, policy administration charges and surrender
charges. Policy benefits and claims that are charged to expense include
benefit claims incurred in the period in excess of related policyholders'
account balances.

Deferred Policy Acquisition Costs

The costs of acquiring new business, principally commissions,
underwriting, agency and policy issue expenses, all of which vary with and
are primarily related to the production of new business, have been deferred.
Deferred policy acquisition costs are subject to recoverability testing at
the time of policy issue and loss recognition testing at the end of each
accounting period.

For traditional life and annuity policies with life contingencies,
deferred policy acquisition costs are amortized in proportion to anticipated
premiums. Assumptions as to anticipated premiums are estimated at the date of
policy issue and are consistently applied during the life of the contracts.
Deviations from estimated experience are reflected in earnings in the period
such deviations occur. For these contracts, the amortization periods
generally are for the scheduled life of the policy.

For individual health insurance, deferred policy acquisition costs are
amortized over the expected average life of the contracts (10 years for major
medical policies and 20 years for disability income products) in proportion
to anticipated premium revenue at time of issue.

<PAGE>

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

For universal life products and investment-type products, deferred policy
acquisition costs are amortized over the expected average life of the
contracts (periods ranging from 15 to 35 years and 5 to 17 years,
respectively) as a constant percentage of estimated gross profits arising
principally from surrender charges, investment results, mortality and expense
margins based on historical and anticipated future experience, updated at the
end of each accounting period. The effects of revisions to experience on
previous amortization of deferred policy acquisition costs are reflected in
earnings in the period estimated gross profits are revised. Similarly, the
effects of revisions to the change in unrealized capital gains on deferred
policy acquisition costs are reflected in the consolidated shareholder's
equity in the period the unrealized capital gains are revised.

Policyholders' Account Balances and Future Policy Benefits

Policyholders' account balances for universal life and investment-type
contracts are equal to the policy account values. The policy account values
represent an accumulation of gross premium payments plus credited interest
less expense and mortality charges and withdrawals.

For traditional life insurance policies (including Closed Block), future
policy benefit and dividend liabilities are computed using a net level
premium method on the basis of actuarial assumptions as to mortality,
persistency and interest established at policy issue. Assumptions established
at policy issue as to mortality and persistency are based on the Insurance
Group experience which, together with interest and expense assumptions,
provide a margin for adverse deviation. When the liabilities for future
policy benefits plus the present value of expected future gross premiums are
insufficient to provide for expected future policy benefits and expenses,
unrecoverable deferred policy acquisition costs are written off and
thereafter a premium deficiency reserve is established by a charge to
earnings. Benefit liabilities for traditional annuities during the
accumulation period are equal to accumulated contractholders' fund balances
and after annuitization are equal to the present value of expected future
payments. Interest rates used in establishing such liabilities range from
2.25% to 11.5% for life insurance liabilities and from 2.25% to 11% for
annuity liabilities.

Individual health benefit liabilities for active lives are calculated
using the net level premium method and assumptions as to future morbidity,
withdrawals and interest which provide a margin for adverse deviation.
Benefit liabilities for disabled lives are calculated using the present value
of benefits method and experience assumptions as to claim terminations,
expenses, and interest which also provide a margin for adverse deviation.

The amount of policyholders' dividends (including those on policies
included in the Closed Block) to be paid is determined annually by Equitable
Life's Board of Directors. The aggregate amount of policyholders' dividends
is related to actual interest, mortality, morbidity and expense experience
for the year and judgment as to the appropriate level of statutory surplus to
be retained by Equitable Life.

Equitable Life is subject to limitations on the amount of statutory
profits which it can retain with respect to certain classes of individual
participating policies that were in force on July 22, 1992 which are not
included in the Closed Block and with respect to participating policies
issued subsequent to July 22, 1992. Excess statutory profits, if any, will be
distributed over time to such policyholders and will not be available to the
shareholder of Equitable Life. Earnings in excess of limitations are accrued
as policyholders' dividends.

At December 31, 1993, participating policies including those in the Closed
Block represent approximately 36% ($72.4 billion) of direct written life
insurance in force, net of amounts ceded, and substantially all of the
premium income as reflected in the consolidated statement of earnings and in
the results of the Closed Block.

<PAGE>

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

Federal Income Taxes

Equitable Life files a consolidated Federal income tax return with the
Holding Company and its life insurance and non-life insurance subsidiaries.
Federal income taxes are charged or credited to operations based upon amounts
estimated to be payable or recoverable as a result of taxable operations for
the current year. Effective January 1, 1992, deferred income tax assets and
liabilities are recognized based on the difference between financial
statement carrying amounts and income tax bases of assets and liabilities
using enacted income tax rates and laws.

Separate Accounts

Separate Accounts are established in conformity with the New York State
Insurance Law and are generally not chargeable with liabilities that arise
from any other business of the Insurance Group. Separate Accounts assets are
subject to General Account claims only to the extent the value of such assets
exceeds the Separate Accounts liabilities.

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

The investment results of Separate Accounts on which the Insurance Group
does not bear the investment risk are reflected directly in Separate Accounts
liabilities. For the years ended December 31, 1993, 1992 and 1991, investment
results of such Separate Accounts were $1,676.5 million, $1,447.4 million and
$1,524.6 million, respectively.

The investment results of the Separate Account, formed in 1991, on which
the Insurance Group bears the investment risk and which are included in
revenues, amounted to $12.6 million, $14.5 million and $21.6 million for the
years ended December 31, 1993, 1992 and 1991, respectively.

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

Cash and Securities Segregated Under Federal and Other Regulations

At December 31, 1993 and 1992, the Insurance Group, in accordance with
various government and state regulations, had $20.4 million and $20.2
million, respectively, of securities deposited with such government or state
agencies.

In accordance with regulations of the Securities and Exchange Commission
and the Commodities Futures Trading Commission, at December 31, 1992, cash of
$311.9 million and securities with a market value of $384.9 million,
respectively, have been segregated in special reserve bank accounts for the
benefit of DLJ's customers. These amounts are included in other assets in the
consolidated balance sheet.

Disclosures About Fair Value of Financial Instruments

In 1992, the Company adopted SFAS No. 107, "Disclosures About Fair Value
of Financial Instruments," which requires companies to disclose fair value
information about certain financial instruments. This standard defines fair
value as the quoted market prices for those instruments that are actively
traded in financial markets. In cases where quoted market prices are not
available,

<PAGE>

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

fair values are estimated using present value or other valuation techniques.
The fair value estimates are made at a specific point in time, based on
available market information and judgments about the financial instrument,
including estimates of timing, amount of expected future cash flows and the
credit standing of counterparties. Such estimates do not reflect any premium
or discount that could result from offering for sale at one time the
Company's entire holdings of a particular financial instrument, nor do they
consider the tax impact of the realization of unrealized gains or losses. In
many cases, the fair value estimates cannot be substantiated by comparison to
independent markets, nor can the disclosed value be realized in immediate
settlement of the instrument.

This standard excludes certain financial instruments, particularly
insurance liabilities other than financial guarantees and investment
contracts, from its disclosure requirements. Financial instruments that are
subject to fair value disclosure requirements are carried in the financial
statements at amounts that approximate fair value unless otherwise noted in
the notes to consolidated financial statements. Fair values of
off-balance-sheet financial instruments were not material at December 31,
1993 and 1992.

The estimated fair values for the Company's liabilities under association
plan contracts and GIC contracts are estimated using contractual cash flows
discounted based on the T. Rowe Price GIC index rate published for the
appropriate duration. For durations in excess of the published index rate,
the appropriate Treasury rate is used plus a spread equal to the longest
duration GIC rate spread published. At December 31, 1993 and 1992, the
estimated fair value for association plan contracts totaled $247.0 million
and $425.0 million (carrying values of $242.0 million and $408.0 million),
respectively.

The estimated fair values for those Pension Participating Contracts which
are classified as investment contracts are measured at the estimated fair
value of the underlying assets. Deposit Administration Contracts (included
with Pension Participating Contracts) classified as insurance contracts are
measured at estimated fair value of the underlying assets. At December 31,
1993 and 1992, the estimated fair value for Pension Participating Contracts
totaled $2,995.0 million and $3,132.0 million (carrying values of $2,902.0
million and $3,079.0 million), respectively. The estimated fair values for
Single Premium Deferred Annuities are estimated using projected cash flows
discounted at current offering rates and totaled $2,143.0 million and
$2,296.0 million (carrying values of $2,129.5 million and $2,279.5 million)
at December 31, 1993 and 1992, respectively. The estimated fair values for
Supplementary Contracts Not Involving Life Contingencies and Annuity Certain
contracts are derived using discounted cash flows based upon the estimated
current offering rate and totaled $632.6 million and $633.0 million (carrying
values of $580.4 million and $586.0 million) at December 31, 1993 and 1992,
respectively.

<PAGE>

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

3) INVESTMENTS

The following tables provide additional information relating to fixed
maturities and equity securities (excluding those held in the trading account
at December 31, 1992 which are reported at market value) held by the Company:

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
----------- ------------ ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1993
- ----------------------------------
Fixed Maturities:
Held to Maturity:
Corporate ....................... $5,155.0 $390.7 $17.7 $5,528.0
Mortgage-backed ................. 89.1 4.3 .1 93.3
U.S. Treasury securities and
U.S. government and agency
securities ..................... 91.2 16.8 -- 108.0
States and political
subdivisions ................... 274.7 29.4 .1 304.0
Foreign governments ............. 49.1 5.3 -- 54.4
-------- ------ ----- --------
Total Held to Maturity ............ $5,659.1 $446.5 $17.9 $6,087.7
======== ====== ===== ========
Available for Sale:
Corporate ........................ $4,908.8 $218.2 $30.8 $5,096.2
Mortgage-backed .................. 1,093.7 34.8 1.4 1,127.1
U.S. Treasury securities and
U.S. government and agency
securities ...................... 881.0 44.1 1.7 923.4
States and political subdivisions 590.6 26.5 1.6 615.5
Foreign governments .............. 40.0 1.8 .2 41.6
Redeemable preferred stocks ..... 31.1 .1 5.7 25.5
-------- ------ ----- --------
Total Available for Sale .......... $7,545.2 $325.5 $41.4 $7,829.3
======== ====== ===== ========
Equity Securities:
Common stocks .................... $ 110.0 $ 78.8 $ 2.8 $ 186.0
Non-redeemable preferred stocks . 6.9 .3 .5 6.7
-------- ------ ----- --------
Total Equity Securities ........... $ 116.9 $ 79.1 $ 3.3 $ 192.7
======== ====== ===== ========
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
----------- ------------ ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
December 31, 1992
- --------------------------------
Fixed Maturities:
Bonds:
Corporate ..................... $ 8,438.0 $449.6 $ 95.1 $ 8,792.5
Mortgage-backed ............... 1,296.3 49.1 3.9 1,341.5
U.S. Treasury securities and
U.S. government and agency
securities ................... 1,030.8 21.7 .6 1,051.9
States and political
subdivisions ................. 926.4 26.7 4.4 948.7
Foreign governments ........... 109.8 23.4 .6 132.6
----------- ------------ ------------ ------------
Total bonds .................... 11,801.3 570.5 104.6 12,267.2
Redeemable preferred stocks ... 70.6 -- 6.3 64.3
----------- ------------ ------------ ------------
Total Fixed Maturities .......... $11,871.9 $570.5 $110.9 $12,331.5
=========== ============ ============ ============
Equity Securities:
DLJ's long-term corporate
development investments ...... $ 211.3 $196.3 $ 51.2 $ 356.4
Common stocks .................. 132.2 86.6 5.9 212.9
Non-redeemable preferred stocks 11.6 .2 1.0 10.8
----------- ------------ ------------ ------------
Total Equity Securities ......... $ 355.1 $283.1 $ 58.1 $ 580.1
=========== ============ ============ ============
</TABLE>

For publicly traded fixed maturities and equity securities, estimated fair
value is determined using quoted market prices. For fixed maturities without
a readily ascertainable market value, the Company has determined an estimated
fair value using a discounted cash flow approach, including provisions for
credit risk, generally based upon the assumption that such securities will be
held to maturity. Estimated fair value for equity securities, substantially
all of which do not have a readily ascertainable market value, has been
determined by the Company. Such estimated fair values do not necessarily
represent the values for which these securities could have been sold at the
dates of the consolidated balance sheets. At December 31, 1993 and 1992
securities without a readily ascertainable market value having an amortized
cost of $4,751.5 million and $4,266.6 million had estimated fair values of
$5,016.6 million and $4,489.0 million, respectively.

The contractual maturity of bonds at December 31, 1993 are shown below.

<TABLE>
<CAPTION>
HELD TO MATURITY AVAILABLE FOR SALE
------------------------- -------------------------
AMORTIZED ESTIMATED AMORTIZED ESTIMATED
COST FAIR VALUE COST FAIR VALUE
----------- ------------ ----------- ------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Due in one year or less ......... $ 135.0 $ 138.6 $ 52.8 $ 53.6
Due after one year through five
years .......................... 1,399.7 1,482.6 1,619.8 1,675.0
Due after five years through ten
years .......................... 2,118.9 2,233.7 2,809.4 2,923.7
Due after ten years ............. 1,916.4 2,139.5 1,938.4 2,024.4
Mortgage-backed securities ..... 89.1 93.3 1,093.7 1,127.1
----------- ------------ ----------- ------------
Total ........................... $5,659.1 $6,087.7 $7,514.1 $7,803.8
=========== ============ =========== ============
</TABLE>

<PAGE>

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

Bonds not due at a single maturity date have been included in the above
table in the year of final maturity. Actual maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

The following table lists the amortized cost of investments owned of any
one issuer and its affiliates that aggregate 10% or more of total
shareholder's equity at December 31, 1993 (including the holdings of the
Closed Block and the discontinued GIC Segment). The table includes
restructured mortgage loans on real estate and potential problem mortgage
loans on real estate with an amortized cost of $210.0 million and $98.1
million, respectively, at December 31, 1993.

<TABLE>
<CAPTION>
TOTAL
-------------
(IN MILLIONS)
<S> <C>
Trammell Crow Southwest Finance Corporation and
affiliates
(mortgage loans and real estate) ........................ $ 694.6
Equitable Deal Flow Fund, L.P. (other equity investments) $ 320.0
</TABLE>

Investment valuation allowances which have been deducted in arriving at
investment carrying values, as presented in the consolidated balance sheets,
and changes thereto are shown below.

<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
JANUARY 1, ADDITIONS DEDUCTIONS(*) DECEMBER 31,
------------ ----------- ------------- --------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
1993
- -----------------------------
Fixed maturities ............. $118.6 $ 10.5 $129.1 $ --
Mortgage loans on real estate 198.3 51.0 104.9 144.4
Equity real estate ........... 195.1 31.3 15.2 211.2
------------ ----------- ------------- --------------
Total ........................ $512.0 $ 92.8 $249.2 $355.6
============ =========== ============= ==============
1992
- -----------------------------
Fixed maturities ............. $183.2 $ 18.8 $ 83.4 $118.6
Mortgage loans on real estate 180.0 178.7 160.4 198.3
Equity real estate ........... 201.9 67.5 74.3 195.1
------------ ----------- ------------- --------------
Total ........................ $565.1 $265.0 $318.1 $512.0
============ =========== ============= ==============
1991
- -----------------------------
Fixed maturities ............. $ 53.9 $157.8 $ 28.5 $183.2
Mortgage loans on real estate 44.7 305.6 170.3 180.0
Equity real estate ........... 118.7 146.4 63.2 201.9
------------ ----------- ------------- --------------
Total ........................ $217.3 $609.8 $262.0 $565.1
============ =========== ============= ==============
</TABLE>
- --------------
* Primarily reflects releases of allowances due to asset dispositions,
transfers to the discontinued GIC Segment, Closed Block and EQ Asset
Trust 1993, writedowns and, at December 31, 1993, the recharacterization
of valuation allowances on fixed maturities of $47.2 million as
adjustments to amortized cost as a result of adopting SFAS No. 115.

At December 31, 1993, the carrying values of investments held for the
production of income which were non-income producing for the twelve months
preceding the consolidated balance sheet date were $39.1 million of fixed
maturities, $53.9 million of mortgage loans on real estate and $.9 million of
equity real estate.

<PAGE>

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

The Insurance Group's fixed maturity investment portfolio includes
corporate high yield securities consisting of public high yield bonds and
preferred stocks and directly negotiated debt in leveraged buyout
transactions. The Insurance Group seeks to minimize the higher than normal
credit risks associated with such securities by monitoring the total
investments in any single issuer or total investment in a particular industry
group. Certain of these corporate high yield securities are classified as
other than investment grade by the various rating agencies, i.e., a rating
below Baa or an NAIC (National Association of Insurance Commissioners)
designation of 3 (medium grade), 4 or 5 (below investment grade) or 6 (in or
near default). At December 31, 1993, approximately 7.4% of the $13,025.5
million aggregate amortized cost of bonds held by the Insurance Group were
considered to be other than investment grade. During 1993, the Insurance
Group sold $661.0 million of primarily privately placed below investment
grade fixed maturities to EQ Asset Trust 1993, a limited purpose business
trust, wholly owned by the Holding Company.

In addition to its holdings of corporate high yield securities, the
Insurance Group is an equity investor in limited partnership interests which
invest primarily in securities considered to be other than investment grade.

The Company has restructured or modified the terms of certain fixed
maturity investments. The fixed maturity portfolio, based on amortized cost,
includes $55.3 million and $362.5 million at December 31, 1993 and 1992,
respectively, of such restructured securities. These amounts include fixed
maturities which are in default as to principal and/or interest payments, are
to be restructured pursuant to commenced negotiations or where the borrowers
went into bankruptcy subsequent to acquisition (collectively, "problem fixed
maturities") of $32.7 million and $111.4 million as of December 31, 1993 and
1992, respectively. Gross interest income that would have been recorded in
accordance with the original terms of restructured fixed maturities amounted
to $11.7 million, $35.4 million and $48.3 million in 1993, 1992 and 1991,
respectively. Gross interest income on these fixed maturities included in net
investment income aggregated $9.7 million, $28.2 million and $25.1 million in
1993, 1992 and 1991, respectively.

At December 31, 1993 and 1992, mortgage loans on real estate with
scheduled payments 60 days (90 days for agricultural mortgages) or more past
due or in foreclosure (collectively, "problem mortgage loans on real estate")
had an amortized cost of $292.1 million (6.2% of total mortgage loans on real
estate) and $374.3 million (6.6% of total mortgage loans on real estate),
respectively.

The payment terms of mortgage loans on real estate may be restructured or
modified from time to time. The investment in restructured mortgage loans on
real estate, based on amortized cost, amounted to $508.4 million and $549.1
million at December 31, 1993 and 1992, respectively. These amounts include
$28.1 million and $6.1 million of problem mortgage loans on real estate at
December 31, 1993 and 1992, respectively. Gross interest income on
restructured mortgage loans on real estate that would have been recorded in
accordance with the original terms of such loans amounted to $51.8 million,
$59.8 million and $57.5 million in 1993, 1992 and 1991, respectively. Gross
interest income on these loans included in net investment income aggregated
$46.0 million, $44.9 million and $37.3 million in 1993, 1992 and 1991,
respectively.

Mortgage loans on real estate had an estimated fair value of $4,889.6
million and $5,761.2 million at December 31, 1993 and 1992, respectively.
Fair values of mortgage loans on real estate are estimated by discounting
future contractual cash flows using interest rates at which loans with
similar characteristics and credit quality would be made. Fair values of
mortgage loans on real restate in the process of foreclosure and problem
mortgage loans are limited to the estimated fair value of the underlying
collateral if lower.

The Insurance Group's investment in equity real estate is through direct
ownership and through investments in real estate joint ventures. As of
December 31, 1993, the carrying value of equity real estate available for
sale amounted to $402.5 million. At December 31, 1993 and 1992, the Company
owned $947.0 million and $873.6 million, respectively, of real estate
acquired in satisfaction of debt.

<PAGE>

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

Depreciation on real estate is computed using the straight-line method
over the estimated useful lives of the properties, which generally range from
40 to 50 years. Accumulated depreciation on real estate was $624.7 million
and $623.1 million at December 31, 1993 and 1992, respectively. Depreciation
expense on real estate totaled $115.3 million, $117.7 million and $119.7
million for the years ended December 31, 1993, 1992 and 1991, respectively.

At December 31, 1993 and 1992, policy loans and the Separate Account on
which the Insurance Group bears the investment risk have estimated fair
values of $1,622.3 million and $283.6 million (carrying value of $283.4
million) and $1,479.5 million and $306.0 million (carrying value of $313.5
million), respectively.

The cost of trading account securities at December 31, 1992 was $6,283.6
million.

4) JOINT VENTURES AND PARTNERSHIPS

Summarized combined financial information of real estate joint ventures
(53 and 67 individual ventures as of December 31, 1993 and 1992,
respectively) and of other limited partnership interests accounted for under
the equity method, in which the Company has an investment of $10.0 million or
greater and an equity interest of 10% or greater is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1993 1992
---------- ----------
(IN MILLIONS)
<S> <C> <C>
FINANCIAL POSITION
Investments in real estate, at depreciated cost ........... $3,160.2 $3,737.6
Investments in securities, generally at estimated fair
value ...................................................... 3,633.6 3,353.3
Cash and cash equivalents .................................. 195.0 178.2
Other assets ............................................... 753.8 679.3
---------- ----------
Total assets ............................................... 7,742.6 7,948.4
---------- ----------
Funds borrowed--third party ................................ 1,826.5 1,859.2
Funds borrowed--the Company ................................ 594.1 859.1
Other liabilities .......................................... 1,041.0 623.3
---------- ----------
Total liabilities .......................................... 3,461.6 3,341.6
---------- ----------
Partners' Capital ........................................... $4,281.0 $4,606.8
==========
Equity in partners' capital ................................. $1,044.1 $1,298.0
Equity in limited partnership interests not included above . 259.3 266.9
Deficiency (excess) of equity in partners' capital over
investment cost and equity earnings ........................ 18.1 (82.9)
Notes receivable from joint ventures ........................ 38.7 39.9
Negative equity in certain joint ventures presented as other
liabilities ................................................ 57.1 68.5
---------- ----------
Carrying Value .............................................. $1,417.3 $1,590.4
========== ==========
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1993 1992 1991
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
RESULTS OF OPERATIONS
Revenues of real estate joint ventures ........ $ 602.7 $ 719.0 $ 837.4
Revenues of other limited partnership interests 319.1 270.1 309.6
Interest expense--third party .................. (118.8) (119.8) (228.8)
Interest expense--the Company .................. (52.1) (83.4) (105.5)
Other expenses ................................. (531.7) (592.1) (613.0)
--------- --------- ---------
Net Earnings .................................... $ 219.2 $ 193.8 $ 199.7
========= =========
Equity in net earnings .......................... $ 71.6 $ 40.6 $ 29.5
Equity in limited partnership interests not
included above ................................. 46.3 50.9 16.9
Earnings in joint ventures over equity ownership
percentage and amortization of differences in
bases .......................................... 9.2 5.7 8.3
Interest on notes receivable .................... .5 3.3 4.2
--------- --------- ---------
Total Equity in Net Earnings .................... $ 127.6 $ 100.5 $ 58.9
========= ========= =========
</TABLE>

5) NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

The sources of net investment income are summarized as follows:

<TABLE>
<CAPTION>
1993 1992 1991
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Fixed maturities ............................ $ 981.7 $1,061.4 $1,265.6
Trading account securities .................. 709.3 474.3 426.9
Securities purchased under resale agreements 533.8 543.2 608.9
Mortgage loans on real estate ............... 457.4 646.1 836.7
Equity real estate .......................... 539.1 396.5 369.1
Other equity investments .................... 110.4 104.8 87.9
Policy loans ................................ 117.0 183.2 215.9
Broker-dealer related receivables ........... 292.2 276.3 287.5
Other investment income ..................... 304.9 297.9 288.2
---------- ---------- ----------
Gross investment income ..................... 4,045.8 3,983.7 4,386.7
Less: Investment expenses .................. 452.6 351.9 371.6
Payments to reinsurers ............... 10.5 23.9 31.0
Interest expense to finance
short-term
trading instruments ................. 983.4 918.4 1,008.0
---------- ---------- ----------
Net Investment Income ....................... $2,599.3 $2,689.5 $2,976.1
========== ========== ==========
</TABLE>

Investment gains (losses), including changes in valuation allowances, are
summarized as follows:

<TABLE>
<CAPTION>
1993 1992 1991
-------- --------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Fixed maturities .............. $123.1 $ 49.1 $(149.4)
Mortgage loans on real estate (65.1) (148.9) (288.7)
Equity real estate ............ (18.5) (48.1) (46.2)
Other equity investments ..... 119.5 246.2 5.4
Dealer and trading gains ..... 372.5 272.0 264.2
Sale of subsidiary ............ -- -- 51.9
Other ......................... 1.9 1.5 .5
-------- --------- ----------
Investment Gains (Losses), Net $533.4 $ 371.8 $(162.3)
======== ========= ==========
</TABLE>

<PAGE>

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

Gross gains of $188.5 million, $141.0 million and $139.1 million and gross
losses of $145.0 million, $123.4 million and $147.3 million were realized on
sales of investments in fixed maturities during 1993, 1992 and 1991,
respectively. In addition, writedowns of publicly traded securities amounted
to $5.4 million, $13.6 million and $37.9 million for the years ended 1993,
1992 and 1991, respectively.

Investment gains from other equity investments include gains generated by
DLJ's involvement in long-term corporate development investments amounting to
$79.9 million through the date of sale and $195.9 million and $17.3 million
for the years ended December 31, 1992 and 1991, respectively.

For the years ended December 31, 1993, 1992 and 1991, investment results
passed through to certain participating group annuity contracts, as interest
credited to policyholders' account balances amounted to $243.2 million,
$286.8 million and $271.7 million, respectively.

On July 31, 1991, the Company sold Equitable Seimei Hoken, its Japanese
life insurance subsidiary, for approximately $167.9 million resulting in a
pre-tax gain of approximately $51.9 million. On December 29, 1993, the
Company received the final payment of $21.5 million related to this sale.

The unrealized investment gains (losses) and the changes for the
corresponding years, which are included in the consolidated balance sheets as
a component of equity, are summarized as follows:

<TABLE>
<CAPTION>
1993 1992 1991
--------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Balance, beginning of year .................... $ 116.2 $ 90.8 $ 38.1
Deferred Federal income taxes ................. (37.4) (25.3) (7.2)
--------- -------- --------
Balance, beginning of year, net of deferred
Federal income taxes ......................... 78.8 65.5 30.9
--------- -------- --------
Changes for the year:
Fixed maturities ............................. 3.9 (3.9) --
Other equity investments ..................... (5.2) (8.2) 48.1
Other ........................................ (12.9) 18.1 10.4
Effect of adopting SFAS No. 115 .............. 283.9 -- --
--------- -------- --------
Subtotal .................................. 269.7 6.0 58.5
Net unrealized (gains) losses attributable to
participating pension contracts ............. (36.2) 19.4 (5.8)
Deferred policy acquisition costs ............ (150.5) -- --
--------- -------- --------
83.0 25.4 52.7
Deferred Federal income taxes ................. (29.9) (12.1) (18.1)
--------- -------- --------
Net change for the year ....................... 53.1 13.3 34.6
--------- -------- --------
Balance, end of year .......................... 199.2 116.2 90.8
Deferred Federal income taxes ................. (67.3) (37.4) (25.3)
--------- -------- --------
Balance, End of Year, Net of Deferred Federal
Income Taxes ................................. $ 131.9 $ 78.8 $ 65.5
========= ======== ========
</TABLE>

<PAGE>

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

6) CLOSED BLOCK

Summarized financial information of the Closed Block as of December 31,
1993 and 1992 and for the year ended December 31, 1993 and the period July
22, 1992 (date of establishment) through December 31, 1992 is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1993 1992
---------- ----------
(IN MILLIONS)
<S> <C> <C>
Assets
Fixed Maturities:
Held to maturity at amortized cost (estimated fair value,
$1,971.5 and $2,251.2) .................................... $1,871.5 $2,193.7
Available for sale, at estimated fair value (amortized
cost, $984.4) ............................................. 1,030.6 --
Mortgage loans on real estate ............................... 1,692.3 1,818.5
Policy loans ................................................ 1,877.1 1,972.7
Cash and other invested assets .............................. 426.2 483.2
Deferred policy acquisition costs ........................... 940.3 1,030.3
Other assets ................................................ 246.3 246.7
---------- ----------
Total Closed Block Assets ................................... $8,084.3 $7,745.1
==========
Liabilities
Future policy benefits and policyholders' account balances . $9,067.3 $8,796.6
Other liabilities ........................................... 76.1 81.0
---------- ----------
Total Closed Block Liabilities .............................. $9,143.4 $8,877.6
==========
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, JULY 22 THROUGH
1993 DECEMBER 31, 1992
-------------- -----------------
(IN MILLIONS)
<S> <C> <C>
Revenues
Premiums and other revenue ..................................... $ 860.2 $303.7
Investment income (net of investment expenses of $17.3 and
$2.7) ......................................................... 526.5 209.7
Investment losses, net ......................................... (15.0) (2.4)
-------------- -----------------
Total revenues ............................................... 1,371.7 511.0
-------------- -----------------
Policyholders' benefits and dividends .......................... 1,141.4 402.3
Other operating costs and expenses ............................. 102.0 49.4
-------------- -----------------
Total benefits and other deductions .......................... 1,243.4 451.7
-------------- -----------------
Contribution from the Closed Block ............................. $ 128.3 $ 59.3
=================
</TABLE>

At December 31, 1993 and 1992, the fixed maturity portfolio includes
problem fixed maturities with an amortized cost of $21.6 million (1.0% of the
total portfolio) and $35.6 million (1.6% of the total portfolio),
respectively. The fixed maturity portfolio, based on amortized cost, includes
$22.0 million and $31.1 million at December 31, 1993 and 1992, respectively,
of restructured securities which includes problem fixed maturities of $10.4
million and $11.2 million.

<PAGE>

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

At December 31, 1993 and 1992, problem mortgage loans on real estate had
an amortized cost of $130.0 million and $63.2 million, respectively, and
mortgage loans on real estate for which the payment terms have been
restructured had an amortized cost of $199.9 million and $240.0 million,
respectively. At December 31, 1993 and 1992, restructured mortgage loans on
real estate included $9.7 million and $4.1 million, respectively, of problem
mortgage loans on real estate.

On July 22, 1992, investment valuation allowances transferred to the
Closed Block amounted to $11.2 million on fixed maturities and $49.9 million
on mortgage loans on real estate. Investment valuation allowances amounted to
$72.2 million and $50.7 million on mortgage loans on real estate and $.6
million and $.4 million on real estate for an aggregate of $72.8 million and
$60.8 million as of December 31, 1993 and 1992, respectively, and $9.7
million for fixed maturities as of December 31, 1992. Writedowns of publicly
traded securities amounted to $1.7 million for the year ended December 31,
1993 and $2.2 million for the period July 22, 1992 to December 31, 1992.

At December 31, 1993 and 1992, the estimated fair value of mortgage loans
on real estate and policy loans totaled $1,796.1 million and $1,913.5 million
and $1,961.5 million and $1,967.4 million, respectively.

Implementation of SFAS No. 115, at December 31, 1993, resulted in a
recognition of a deferred dividend liability of $49.6 million.

Many expenses related to Closed Block operations are charged to operations
outside of the Closed Block; accordingly, the contribution from the Closed
Block does not represent the actual profitability of the Closed Block
operations. Operating costs and expenses outside of the Closed Block are,
therefore, disproportionate to the business outside of the Closed Block.

7) DISCONTINUED OPERATIONS

Summarized financial information of the GIC Segment as of December 31,
1993 and 1992 and for the years 1993, 1992 and 1991 is as follows:

<TABLE>
<CAPTION>
1993 1992
---------- ----------
(IN MILLIONS)
<S> <C> <C>
Assets
Mortgage loans on real estate ...... $2,076.0 $2,434.0
Equity real estate .................. 1,445.2 1,490.4
Other invested assets ............... 1,132.4 1,545.9
Other assets ........................ 660.3 861.9
---------- ----------
Total Assets ........................ $5,313.9 $6,332.2
==========
Liabilities
Policyholders' liabilities .......... $2,698.5 $4,504.3
Allowance for future losses ......... 236.4 248.0
Amounts due to continuing operations 2,125.9 1,293.8
Other liabilities ................... 253.1 286.1
---------- ----------
Total Liabilities ................... $5,313.9 $6,332.2
========== ==========
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
1993 1992 1991
-------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Investment income (net of investment expenses of
$175.8, $117.4 and $132.1) ..................... $526.4 $559.1 $ 630.2
Policy fees, premiums and other income ......... 8.7 3.4 49.6
Investment losses, net .......................... (22.6) (21.7) (254.6)
-------- --------- ---------
Total revenues .................................. 512.5 540.8 425.2
Benefits and other deductions ................... 537.2 701.7 1,074.3
Losses charged to allowance for future losses .. (24.7) (160.9) (194.3)
-------- --------- ---------
Pre-tax loss from operations .................... -- -- (454.8)
Federal income tax benefit ...................... -- -- 154.7
-------- --------- ---------
Loss before loss on discontinuance .............. -- -- (300.1)
Loss on discontinuance, net of a Federal income
tax benefit of $134.9 .......................... -- -- (261.8)
-------- --------- ---------
Net Loss ........................................ $ -- $ -- $ (561.9)
======== ========= =========
</TABLE>

In 1991, the Company established a pre-tax provision of $396.7 million for
the estimated future losses of the GIC line of business. In 1992,
implementation of SFAS No. 109 resulted in a benefit which was offset by a
pre-tax $33.6 million addition to the allowance for future losses.
Additionally, at December 31, 1993, implementation of SFAS No. 115 resulted
in a benefit of $13.1 million which was offset by a corresponding addition to
the allowance for future losses.

The amounts due to continuing operations at December 31, 1993 and 1992
consist of $3,284.0 million and $2,404.0 million, respectively, borrowed by
the GIC Segment from continuing operations, offset by $1,158.1 million and
$1,110.2 million, respectively, representing an obligation of continuing
operations to provide assets to fund the accumulated deficit of the GIC
Segment.

Investment income includes $97.7 million, $94.2 million and $71.0 million
of interest income in 1993, 1992 and 1991, respectively, on amounts due from
continuing operations. Benefits and other deductions includes $188.4 million,
$132.8 million and $30.7 million of interest expense related to amounts
borrowed from continuing operations in 1993, 1992 and 1991, respectively.

Valuation allowances amounted to $61.4 million on mortgage loans on real
estate and $61.5 million on equity real estate as of December 31, 1993.
Valuation allowances amounted to $92.6 million on fixed maturities, $63.0
million on mortgage loans on real estate and $79.3 million on equity real
estate as of December 31, 1992. Writedowns of publicly traded securities
amounted to $1.1 million, $5.2 million and $33.6 million for the years ended
December 31, 1993, 1992 and 1991, respectively.

The fixed maturity portfolio, based on amortized cost, includes $59.8
million and $147.8 million at December 31, 1993 and 1992, respectively, of
restructured securities. These amounts include problem fixed maturities of
$21.3 million and $91.9 million as of December 31, 1993 and 1992,
respectively.

At December 31, 1993 and 1992, the GIC Segment had $325.9 million and
$338.3 million, respectively, of real estate acquired in satisfaction of
debt.

At December 31, 1993 and 1992, problem mortgage loans on real estate had
amortized costs of $64.8 million and $86.0 million, respectively, and
mortgage loans on real estate for which the payment terms have been
restructured had amortized costs of $373.3 million and $435.2 million,
respectively. At December 31, 1993 and 1992, restructured mortgage loans on
real estate included $.2 million and $7.1 million of problem mortgage loans
on real estate, respectively.

<PAGE>

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

At December 31, 1993 and 1992, the amortized cost of the fixed maturity
portfolio of the GIC Segment included in other invested assets amounted to
$370.8 million and $719.5 million, respectively. Estimated fair value of the
fixed maturity portfolio amounted to $373.0 million and $743.0 million,
respectively.

Estimated fair value of mortgage loans on real estate for the GIC Segment
amounted to $2,259.6 million and $2,572.5 million as of December 31, 1993 and
1992, respectively.

Guaranteed Interest Contracts of $1,601.8 million and $3,375.0 million had
estimated fair values of $1,717.2 million and $3,610.0 million at December
31, 1993 and 1992, respectively. Long-term debt, principally mortgage debt,
included in other liabilities, totaled $142.8 million (estimated fair value
$137.4 million) and $142.9 million (estimated fair value $128.6 million) at
December 31, 1993 and 1992, respectively.

8) SHORT-TERM AND LONG-TERM DEBT

Short-term and long-term debt as of December 31, 1993 and 1992 consists of
the following:

<TABLE>
<CAPTION>
1993 1992
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Total short-term debt ................................ $ 200.7 $ 830.6
---------- ---------
Long-term debt:
Equitable Life:
Eurodollar Notes, 10.375% due 1995 .................. 66.0 95.4
Eurodollar Notes, 10.5% due 1997 .................... 76.2 76.2
Zero Coupon Note, 11.25% due 1997 ................... 96.6 86.6
Other ............................................... 37.4 37.9
---------- ---------
Total Equitable Life ............................... 276.2 296.1
---------- ---------
Wholly owned and Joint Venture Real Estate:
Mortgage Notes, 3.89%-12.75% due through 2019 ...... 1,073.2 997.9
---------- ---------
DLJ:
Senior Subordinated Revolving Credit, 4.625% due
1996 ................................................ -- 127.5
Swiss Franc Bonds, 10.55% due 1996 .................. -- 102.6
Medium Term Notes, 5.78%-7.88% due through 1997 .... -- 130.0
Secured Notes, 6.40% due through 1995 ............... -- 90.6
Other ............................................... -- 28.2
---------- ---------
Total DLJ .......................................... -- 478.9
---------- ---------
Alliance Capital:
Direct Placement Notes, 7.00%-7.35% through 1997 ... 105.0 125.0
Other ............................................... 4.4 --
---------- ---------
Total Alliance Capital ............................. 109.4 125.0
---------- ---------
Total long-term debt ................................. 1,458.8 1,897.9
---------- ---------
Total Short-term and Long-term Debt .................. $1,659.5 $2,728.5
========== =========
</TABLE>

<PAGE>

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

Short-term Debt

In August, 1993, Equitable Life extended its $550 million bank credit
facility for approximately one year. This facility is available to fund
short-term working capital needs and to facilitate the securities settlement
process. The credit facility consists of two types of borrowing options with
varying interest rates. The interest rates are based on external indices
dependent on the type of borrowing and at December 31, 1993 range from 3.5%
(the Federal Funds rate plus 50 basis points) to 6.0% (the prime rate). No
amounts have been borrowed under this back-up credit facility.

At December 31, 1992, DLJ had pledged, in addition to customers'
securities held in safekeeping as collateral on margin accounts, securities
aggregating $337.3 million, as collateral for the borrowings to finance
securities purchased by customers on margin and securities inventories and to
facilitate the securities settlement process.

The carrying amount of the Company's short-term borrowings approximates
its fair value.

Long-term Debt

Several of the long-term debt agreements have restrictive covenants
related to the total amount of debt, net tangible assets and other matters.
The Company is in compliance with all debt covenants.

DLJ subordinated borrowings, at December 31, 1992, include $127.5 million
under revolving credit agreements. Other subordinated borrowings are deferred
compensation agreements which have been subordinated to the claims of general
creditors. They bear interest at a rate approximating the average broker call
rate (5.0% at December 31, 1992) and have scheduled maturity dates ranging
from 1994 to 2000.

At December 31, 1992, the Swiss Franc bonds aggregate principal amount of
200 million Swiss Francs bear interest at 5.63%. To reduce the exposure
related to foreign currency valuation changes, DLJ entered into an
arrangement with a third party to exchange its obligation for an equivalent
U.S. dollar obligation resulting in an effective annual interest rate of
10.55%.

In 1992, DLJ and Alliance Capital completed private placements of $130.0
million of medium term notes and $125.0 million private placement notes,
respectively, with groups of institutional lenders. These notes have interest
rates ranging from 5.78% to 7.88% and maturity dates through 1997.

At December 31, 1992, DLJ's secured notes payable to employees bear
interest at 6.4% and are due in two installments of $39.2 million and $51.4
million payable on January 31, 1994 and 1995, respectively.

The Company has pledged real estate, mortgages, cash and securities
amounting to $1,855.6 million and $1,823.1 million, at December 31, 1993 and
1992, respectively, as collateral for certain long- term debt.

At December 31, 1993, aggregate maturities of long-term debt based on
required principal payments at maturity for 1994 and the succeeding four
years are $128.2 million, $68.2 million, $89.1 million, $515.0 million and
$289.5 million, respectively, and $426.6 million thereafter.

The fair value of the Company's long-term debt is determined using
published market values, where available, or contractual cash flows
discounted at market interest rates. The estimated fair values for
non-recourse mortgage debt are determined by discounting contractual cash
flows at a rate which takes into account the level of current market interest
rates and collateral risk. The estimated fair values for recourse mortgage
debt are determined by discounting contractual cash flows at a rate based
upon current interest rates of other companies with credit ratings similar to
the Company. At December 31, 1993 and 1992, the estimated fair value for the
Company's long-term debt totaled $1,299.1 million and $1,800.6 million,
respectively.

<PAGE>

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

9) FEDERAL INCOME TAXES

Federal income taxes have been calculated in accordance with the
provisions of SFAS No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). A
summary of the Federal income tax expense (benefit) of continuing operations
in the consolidated statements of earnings is shown below:

<TABLE>
<CAPTION>
1993 1992 1991
-------- -------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Federal income tax expense (benefit):
Current ............................. $115.8 $ 30.7 $ .6
Deferred ............................ (24.5) (11.5) (199.1)
-------- -------- ---------
Total ................................ $ 91.3 $ 19.2 $(198.5)
======== ========= =========
</TABLE>

The Federal income taxes attributable to consolidated continuing
operations are different from the amounts determined by multiplying the
earnings (loss) from continuing operations before Federal income taxes by the
expected Federal income tax rate (35% for 1993, 34% for 1992 and 1991). The
sources of the difference and the tax effects of each are as follows:

<TABLE>
<CAPTION>
1993 1992 1991
-------- -------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Expected Federal income tax expense (benefit) ..... $106.3 $ (2.4) $(172.1)
Differential earnings amount ....................... -- 19.0 38.9
Differential earnings amount--recomputation of
prior years ....................................... (23.2) (12.6) (67.6)
Adjustment of tax audit reserves ................... 22.9 22.5 14.4
Tax rate adjustment ................................ (5.0) -- --
Other .............................................. (9.7) (7.3) (12.1)
-------- -------- ----------
Federal Income Tax Expense (Benefit) ............... $ 91.3 $ 19.2 $(198.5)
======== ======== ==========
</TABLE>

Until the date of demutualization, Equitable Life, as a mutual company,
reduced its deduction for policyholder dividends by the differential earnings
amount. This amount was computed, for each tax year, by multiplying Equitable
Life's average equity base, as determined for tax purposes, by an estimate of
the excess of an imputed earnings rate over the average mutual life insurance
companies' earnings rate. The differential earnings amount for each tax year
was subsequently recomputed when actual earnings rates were published by the
Internal Revenue Service. As a stock life insurance company, Equitable Life
is no longer required to reduce its policyholder dividend deduction by the
differential earnings amount, but differential earnings amounts for pre-
demutualization years are still being recomputed.

The Internal Revenue Service has examined the Company's Federal income tax
returns for 1982 and 1983 and has proposed certain adjustments which are
being contested and is also in the process of examining the 1984 through 1988
returns. Management believes settlement of the contested amounts will have no
material adverse effect on the consolidated results of operations of the
Company.

The components of the net deferred income tax asset as of December 31,
1993 and 1992 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1993 DECEMBER 31, 1992
------------------------- -------------------------
DEFERRED INCOME TAX DEFERRED INCOME TAX
------------------------- -------------------------
ASSETS LIABILITIES ASSETS LIABILITIES
---------- ------------- ---------- -------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Investments ....................... $ 551.6 $ 668.5 $ 598.7 $ 623.3
Deferred policy acquisition costs,
reserves and reinsurance ......... 943.9 1,144.8 917.2 1,137.8
Compensation and related benefits 332.3 23.0 266.3 22.3
Other ............................. 116.7 80.4 76.7 70.0
---------- ------------- ---------- -------------
Total ............................. $1,944.5 $1,916.7 $1,858.9 $1,853.4
========== ============= ========== =============
</TABLE>

<PAGE>

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

The deferred Federal income tax benefit for the years ended December 31,
1993, 1992 and 1991 results from timing differences in the recognition of
revenues and expenses for financial reporting and income tax purposes. The
sources of these timing differences and the tax effects of each are as
follows:

<TABLE>
<CAPTION>
1993 1992 1991
---------- ---------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Deferred policy acquisition costs, reserves and
reinsurance ................................... $(46.7) $ 26.9 $ (41.9)
Investments .................................... 60.4 (41.0) (147.8)
Compensation and related benefits .............. (50.1) (2.4) (16.3)
Other .......................................... 11.9 5.0 6.9
---------- ---------- ---------
Total .......................................... $(24.5) $(11.5) $(199.1)
========== ========== =========
</TABLE>

At December 31, 1993, the Company had net operating loss carryforwards for
tax purposes approximating $738.2 million which expire in 2002 through 2007.
These net operating loss carryforwards are based on the Company's Federal
income tax returns, which are subject to examination by the Internal Revenue
Service, and could be substantially reduced as a result of adjustments to the
Company's tax returns for prior years.

10) REINSURANCE AGREEMENTS

The Insurance Group assumes and cedes reinsurance with other insurance
companies. The Insurance Group evaluates the financial condition of its
reinsurers to minimize its exposure to significant losses from reinsurer
insolvencies. Prior to the adoption of SFAS No. 113 in 1993, the consolidated
financial statement amounts are shown net of reinsurance ceded. For the years
ended December 31, 1992 and 1991, reinsurance premiums assumed totaled $151.0
million and $137.9 million and reinsurance premiums ceded totaled $16.6
million and $25.2 million, respectively. As of December 31, 1992, reduction
in insurance liabilities related to reinsurance ceded totaled $318.0 million.
For the year ended December 31, 1993, the effect of reinsurance on premiums
and amounts earned is as follows (in millions):

<TABLE>
<CAPTION>
<S> <C>
Direct premium ...................................................$458.8
Reinsurance assumed .............................................. 169.9
Reinsurance ceded ................................................ (29.6)
--------
Premiums ......................................................... $599.1
========
Universal Life and Investment-type Product Policy Fee Income
Ceded ........................................................... $ 33.7
========
Policyholders' Benefits Ceded .................................... $ 72.3
========
Interest Credited to Policyholders' Account Balances Ceded ...... $ 24.1
========
</TABLE>

Previously, the Insurance Group generally reinsured mortality risks in
excess of $10.0 million on any single life. In February 1993, management
established a practice limiting the risk retention on new policies issued by
the Insurance Group to a maximum of $5.0 million. In addition, effective
January 1, 1994, management adopted a policy of reinsuring all in force
business in excess of $5.0 million. It also reinsures the entire risk on
certain substandard underwriting risks as well as in certain other cases. A
contingent liability exists with respect to reinsurance ceded should the
reinsurers be unable to meet their obligations.

The Insurance Group cedes 100% of its Group Life and Health business,
discontinued in connection with the sale of EQUICOR in 1990, to CIGNA.
Premiums ceded totaled $895.1 million, $1,126.7 million and $1,302.9 million
for the years ended December 31, 1993, 1992 and 1991, respectively.
Policyholders' benefits ceded totaled $1,024.1 million for the year ended
December 31, 1993. Insurance liabilities ceded to CIGNA totaled $1,130.3
million and $1,199.7 million as of December 31, 1993 and 1992, respectively.

<PAGE>

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

Certain reinsurance transactions which provide for limited transfer of
risk are recorded on a net basis to reflect amounts paid to the reinsurer.

11) EMPLOYEE BENEFIT PLANS

The Company sponsors qualified and non-qualified defined benefit plans
covering substantially all employees (including certain qualified part-time
employees), managers and agents other than employees of DLJ. The pension
plans are non-contributory and benefits are based on a cash balance formula
or years of service and final average earnings, if greater under certain
grandfathering rules in the plans. The Company's funding policy is to make
the minimum contribution required by the Employee Retirement Income Security
Act of 1974.

Components of net periodic pension cost for the qualified and
non-qualified plans are as follows:

<TABLE>
<CAPTION>
1993 1992 1991
--------- -------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Service cost .................................. $ 29.8 $ 30.6 $ 34.9
Interest cost on projected benefit obligations 108.0 104.2 93.5
Actual return on assets ....................... (178.6) (52.6) (193.2)
Net amortization and deferrals ................ 55.3 (67.4) 86.0
--------- -------- ---------
Net Periodic Pension Cost ..................... $ 14.5 $ 14.8 $ 21.2
========= ======== =========
</TABLE>

The funded status of the qualified and non-qualified pension plans is as
follows:

<TABLE>
<CAPTION>
1993 1992
UNDERFUNDED UNDERFUNDED
------------- -------------
(IN MILLIONS)
<S> <C> <C>
Actuarial present value of obligations:
Vested ................................... $1,403.5 $1,199.0
Non-vested ............................... 10.4 20.4
------------- -------------
Accumulated Benefit Obligation ............ $1,413.9 $1,219.4
============= =============
Plan assets at fair value ................. $1,259.5 $1,117.2
Projected benefit obligation .............. 1,488.9 1,279.9
------------- -------------
Plan assets less than projected benefit
obligation ............................... (229.4) (162.7)
Unrecognized prior service cost ........... (39.0) (26.9)
Unrecognized net loss from past experience
different from that assumed .............. 309.8 198.4
Unrecognized net asset at transition ..... (34.2) (46.0)
Additional minimum liability .............. (56.8) (33.5)
------------- -------------
Accrued Pension Cost at December 31 ...... $ (49.6) $ (70.7)
============= =============
</TABLE>

The discount rate and rate of increase in future compensation levels used
in determining the actuarial present value of projected benefit obligations
at December 31, 1993 were 7.5% and 4.0%, respectively. As of January 1, 1993,
the expected long-term rate of return on assets for the retirement plan was
10.0%.

In accordance with the provisions of SFAS No. 87, "Employers' Accounting
for Pensions," the Company recorded an additional minimum liability of $23.1
million before Federal income taxes of $8.1 million at December 31, 1993,
representing the excess of the accumulated benefit obligation over the fair
value of plan assets and accrued pension liability as a reduction of
shareholder's equity.

<PAGE>

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

The pension plan's assets include marketable equity securities, corporate
and government debt and equity securities, real estate, U.S. Treasury bonds
and shares of Alliance Capital mutual funds.

As of December 31, 1993, the Company changed the method in estimating the
market-related value of plan assets, from fair value to a calculated value.
This change in estimate had no material effect on the Company's consolidated
financial position or results of operations.

Prior to 1987, the qualified plan funded participants' benefits through
the purchase of non-participating annuity contracts from Equitable Life.
Benefit payments under these contracts were approximately $39.9 million,
$41.6 million and $42.2 million for the years ended December 31, 1993, 1992
and 1991, respectively.

Certain employees, managers and agents of the Company may participate in
an investment plan under which the participating employer matches the
participant's basic contribution. The cost of this plan was approximately
$10.0 million, $9.1 million and $10.5 million for 1993, 1992 and 1991,
respectively.

The Company provides certain medical and life insurance benefits
("postretirement benefits") for qualifying employees, managers and agents
retiring from the Company on or after attaining age 55 who have at least 10
years of service. The life insurance benefits are related to age and salary
at retirement.

Effective as of January 1, 1992, the costs of postretirement benefits are
recognized in accordance with the provisions of SFAS No. 106. Prior to 1992,
the cost of postretirement benefits was recognized when benefits were paid
and the estimated cost of these benefits was $25.1 million in 1991. The
Company continues to fund postretirement benefits costs on a pay-as-you-go
basis, and, for 1993 and 1992, the Company made estimated postretirement
benefits payments of $29.7 million and $31.6 million, respectively.

The following table sets forth the postretirement benefits plan's status,
reconciled to amounts recognized in the Company's consolidated balance sheets
at December 31, 1993 and 1992.

<PAGE>

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

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1993 1992
---------- ----------
(IN MILLIONS)
<S> <C> <C>
Accumulated postretirement benefits obligation:
Retirees ............................................. $(283.4) $(214.9)
Fully eligible active plan participants .............. (38.7) (32.9)
Other active plan participants ....................... (75.1) (67.4)
---------- ----------
(397.2) (315.2)
Plan assets at fair value ............................. -- --
---------- ----------
Accumulated postretirement benefits obligation in
excess of plan assets ................................ (397.2) (315.2)
Unrecognized benefit of plan amendments ............... -- (80.7)
Unrecognized prior service cost ....................... (66.6) --
Unrecognized net loss from past experience different
from that assumed and from changes in assumptions ... 85.5 9.2
---------- ----------
Accrued Postretirement Benefits Cost .................. $(378.3) $(386.7)
========== ==========
Net periodic postretirement benefits cost includes the
following components:
Service cost ......................................... $ 5.3 $ 6.0
Interest cost on accumulated postretirement benefits
obligation .......................................... 29.2 31.9
Unrecognized prior service cost ...................... (6.9) --
Net amortization and deferrals ....................... 1.5 --
---------- ----------
Net Periodic Postretirement Benefits Costs ............ $ 29.1 $ 37.9
========== ==========
</TABLE>

In 1993, the Company amended the cost sharing provisions of postretirement
medical benefits. As of January 1, 1994, medical benefits available to
retirees under age 65 are the same as offered to active employees and medical
benefits will be limited to 200% of 1993 costs for all participants.

The assumed health care cost trend rate used in measuring the accumulated
postretirement benefits obligation was 13% in 1993, gradually declining to 6%
in the year 2007. The weighted average rate of compensation used in
determining the accumulated postretirement benefits obligation was 4.0% at
December 31, 1993.

If the health care cost trend rate assumptions were increased by 1%, the
accumulated postre- tirement benefits obligation as of December 31, 1993
would be increased 5%. The effect of this change on the sum of the service
cost and interest cost would be an increase of 6%.

12) COMMITMENTS AND CONTINGENT LIABILITIES

The Company has provided, from time to time, certain guarantees or
commitments to affiliates, investors or others. These arrangements include
commitments for the Company, under certain conditions: to make liquidity
advances to cover delinquent principal and interest and property protection
expenses with respect to loan servicing agreements for securitized mortgages
which at December 31, 1993 totaled $1,798.0 million (as of December 31, 1993
no advances have been made under these commitments); to make capital
contributions of up to $251.5 million to affiliated real estate joint
ventures; to advance payments of interest and outstanding balances with
respect to certain commercial mortgage loans sold by the Company with
outstanding balances at December 31, 1993 and 1992 of $79.9 million and
$129.3 million, respectively; to guarantee $69.2 million of loans at December
31, 1993 made directly to real estate partnerships in which the Company has
an ownership interest; to provide equity financing to certain limited
partnerships of $81.0 million at December 31, 1993; to loan $1.7 million at
December 31, 1993 under existing loan or loan commitment agreements; and to
fund its participation in various partnerships which at

<PAGE>

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

December 31, 1993 total $3.4 million. At December 31, 1993, the Company has
$17.4 million of letters of credit outstanding. Management believes the
Company will not incur any additional losses as a result of these
commitments.

The Company is the obligor under certain structured settlement agreements
which it had entered into with unaffiliated insurance companies and
beneficiaries. To satisfy its obligations under these agreements, the Company
has assigned the rights to these single premium annuities to previously
wholly owned life insurance subsidiaries of Equitable Life. The Company has
directed these previously wholly owned subsidiaries to make payments directly
to the beneficiaries. A contingent liability exists with respect to these
agreements should the previously wholly owned subsidiaries be unable to meet
their obligations. Management believes the satisfaction of those obligations
by the Company is remote.

The Company enters into interest rate swap programs for the purpose of
minimizing exposure to fluctuations in interest rates of specific assets or
liabilities held. The notional amount of such matched swaps outstanding at
December 31, 1993 was $1,701.5 million. The average unexpired terms at
December 31, 1993 range from 3.0 to 3.4 years.

The amount at risk, on a present value basis, of terminating or replacing
at current market rates all outstanding matched swaps in a loss position at
December 31, 1993 was $27.1 million. For the years ended December 31, 1993,
1992 and 1991, net gains of $0.0 million, $2.2 million and $2.1 million,
respectively, were recorded in connection with interest rate swap activity.

13) LITIGATION

Equitable Life, certain of its insurance subsidiaries and certain of the
investment subsidiaries are defendants in connection with actions arising out
of a fire in an investment property and various legal actions and proceedings
of a character normally incident to their business. Some of the actions and
proceedings have been brought on behalf of various alleged classes of
claimants and certain of these claimants seek damages of unspecified amounts.
While the ultimate outcome of such litigation cannot be predicted with
certainty, management believes, after consultation with counsel responsible
for such litigation, that the resolution of these actions and proceedings
will not result in losses that would have a material effect on the
consolidated financial statements.

14) LEASES

The Company has entered into operating leases for office space and certain
other assets, principally data processing equipment and office furniture and
equipment. Future minimum payments under noncancelable leases of continuing
operations for 1994 and the succeeding four years are $156.7 million, $132.6
million, $106.3 million, $78.9 million, $67.7 million and $276.7 million
thereafter. Minimum future sub-lease rental income on these noncancelable
leases for 1994 and the succeeding four years are $13.4 million, $12.1
million, $10.9 million, $11.0 million, $10.6 million and $8.9 million
thereafter.

At December 31, 1993, the minimum future rental income on noncancelable
operating leases for wholly owned investments in real estate of continuing
operations for 1994 and the succeeding four years are $318.9 million, $280.7
million, $255.9 million, $200.0 million and $162.1 million and $739.4 million
thereafter.
38

<PAGE>

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

15) OTHER OPERATING COSTS AND EXPENSES

Other operating costs and expenses consist of the following:

<TABLE>
<CAPTION>
1993 1992 1991
---------- ---------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Compensation costs ......................... $1,452.3 $1,302.2 $ 955.2
Commissions ................................ 551.1 491.5 427.0
Short-term debt interest expense ........... 317.1 176.1 226.6
Long-term debt interest expense ............ 86.0 166.0 189.8
Amortization of policy acquisition costs .. 275.9 144.7 220.7
Capitalization of policy acquisition costs (397.8) (409.0) (389.1)
Rent expense, net of sub-lease income ..... 159.5 213.7 182.3
Other ...................................... 1,140.1 1,010.5 1,013.3
---------- ---------- ---------
Total ...................................... $3,584.2 $3,095.7 $2,825.8
========== ========== =========
</TABLE>

16) STATUTORY FINANCIAL INFORMATION

Equitable Life is restricted as to the amounts it may pay as dividends to
the Holding Company. Under the New York Insurance Law, the New York
Superintendent has broad discretion to determine whether the financial
condition of a stock life insurance company would support the payment of
dividends to its shareholders. The New York Insurance Department has
established informal guidelines for the Superintendent's determinations which
focus upon, among other things, the overall financial condition and
profitability of the insurer under statutory accounting practices. For the
years ended December 31, 1993, 1992 and 1991, statutory earnings (loss)
totaled $324.0 million, $(288.6) million and $(62.1) million, respectively.
As the 1993 statutory earnings are attributable to certain non-recurring
transactions with affiliates, no amounts are expected to be available for
payment of dividends from Equitable Life to the Holding Company in 1994.

<PAGE>

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

Accounting practices used to prepare statutory financial statements for
regulatory filings of stock life insurance companies differ from GAAP. The
following reconciles the Insurance Group's change in statutory surplus and
capital stock and statutory surplus and capital stock determined in
accordance with accounting practices prescribed or permitted by the Insurance
Department of the State of New York with net earnings (loss) and equity on a
GAAP basis.

<TABLE>
<CAPTION>
1993 1992 1991
---------- ----------- -----------
(IN MILLIONS)
<S> <C> <C> <C>
Net change in statutory surplus and capital stock $ 190.8 $ 534.2 $ (16.7)
Change in asset valuation reserves (1) ............ 639.1 81.2 (23.2)
---------- ----------- -----------
Net change in statutory surplus, capital stock and
asset valuation reserves (1) ..................... 829.9 615.4 (39.9)
Adjustments:
Future policy benefits and policyholders' account
balances ........................................ (171.0) (72.1) (145.6)
Deferred policy acquisition costs ................ 121.8 264.3 168.4
Deferred Federal income tax benefit (expense) ... (57.5) 394.2 204.3
Valuation of investments ......................... 202.3 (37.0) (158.9)
Valuation of investment subsidiary ............... (464.9) (37.8) (370.4)
Limited risk reinsurance ......................... 85.2 (20.7) (37.2)
Sale of subsidiary and joint venture ............. (366.5) -- (39.1)
Surplus note ..................................... -- 250.0 (250.0)
Demutualization transaction ...................... -- (1,129.3) --
Postretirement benefits .......................... 23.8 (357.5) --
Other, net ....................................... 60.3 (30.9) 73.9
GAAP adjustments of Closed Block ................. (16.0) (7.4) --
GAAP adjustments of discontinued GIC Segment .... (35.0) 53.5 (303.5)
---------- ----------- -----------
Net Earnings (Loss) of the Insurance Group ....... $ 212.4 $ (115.3) $ (898.0)
========== =========== ===========
Statutory surplus and capital stock ............... $1,832.4 $ 1,641.6 $ 1,107.4
Asset valuation reserves (1) ...................... 1,265.4 626.3 545.1
---------- ----------- -----------
Statutory surplus, capital stock and asset
valuation reserves (1) ........................... 3,097.8 2,267.9 1,652.5
Adjustments:
Future policy benefits and policyholders' account
balances ........................................ (938.5) (747.0) (1,014.2)
Deferred policy acquisition costs ................ 2,858.8 2,887.5 3,681.3
Deferred Federal income taxes .................... (137.8) (52.9) (392.5)
Valuation of investments ......................... (29.8) (507.5) (494.3)
Valuation of investment subsidiary ............... (873.1) (408.2) (370.4)
Limited risk reinsurance ......................... (920.8) (1,006.0) (985.3)
Surplus note ..................................... -- -- (250.0)
Postretirement benefits .......................... (333.7) (357.5) --
Other, net ....................................... (81.9) (67.4) (166.5)
GAAP adjustments of Closed Block ................. 574.2 577.0 --
GAAP adjustments of discontinued GIC Segment .... (264.6) (226.0) (305.1)
---------- ----------- -----------
Equity of the Insurance Group ..................... $2,950.6 $ 2,359.9 $ 1,355.5
========== =========== ===========
</TABLE>

(1) Mandatory securities valuation reserves prior to December 31, 1992.

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

17) SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31, 1993, 1992 and 1991, respectively, real
estate of $261.8 million, $208.5 million and $511.1 million was acquired in
satisfaction of debt.

On January 1, 1992, net assets of $517.6 million were transferred to
discontinued operations. The transfer included investment assets at amortized
cost of $611.3 million and valuation allowances of $17.7 million.

In connection with the plan of demutualization, certain significant
non-cash transactions occurred as follows:
o Assets aggregating $7,714.5 million and liabilities aggregating $8,889.5
million were transferred to the Closed Block (additional detail is provided
in Note 6).
o The Holding Company contributed to Equitable Life the $750 million
principal amount secured note and the $250 million principal amount surplus
note (collectively, the "Notes"), net of debt issuance costs of $22.9 million
issued to AXA by Equitable Life and exchanged by AXA for capital stock of the
Holding Company.
o Retained earnings of $1,101.3 million were transferred to common stock and
capital in excess of par value.

18) BUSINESS SEGMENT INFORMATION

The Company has three major business segments: Individual Insurance and
Annuities; Group Pension; and Investment Services.

The Individual Insurance and Annuities segment offers a variety of
traditional, variable and interest-sensitive life insurance products,
disability income, annuity products and mutual fund and other investment
products to individuals and small groups. This segment includes Separate
Accounts for certain individual insurance and annuity products.

The Group Pension segment administers traditional participating group
annuity contracts with conversion features, generally for corporate qualified
pension plans, and association plans which provide full service retirement
programs for individuals affiliated with professional and trade associations.

The Investment Services segment provides investment fund management and
includes 100% of the results of operations of DLJ, an investment banking
subsidiary, through December 15, 1993, the date of sale of 61% to the Holding
Company. This segment includes Separate Accounts which provide various
investment options for group clients through pooled or single group accounts.

<TABLE>
<CAPTION>
1993 1992 1991
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
REVENUES:
Individual insurance and annuities $2,981.5 $3,479.6 $3,674.1
Group pension ..................... 426.6 512.0 603.8
Attributed insurance capital ..... 61.6 85.2 48.1
---------- ---------- ----------
Insurance operations ............. 3,469.7 4,076.8 4,326.0
Investment services ............... 2,792.6 2,314.4 1,812.4
Consolidation/elimination ......... (40.5) (106.2) (21.6)
---------- ---------- ----------
Total ............................. $6,221.8 $6,285.0 $6,116.8
========== ========== ==========
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
1993 1992 1991
----------- ----------- -----------
(IN MILLIONS)
<S> <C> <C> <C>
EARNINGS (LOSS) OF CONTINUING OPERATIONS
BEFORE FEDERAL INCOME TAXES:
Individual insurance and annuities ............ $ 76.2 $ (148.0) $ (491.6)
Group pension ................................. 2.0 16.2 (26.5)
Attributed insurance capital .................. 49.0 (17.2) (6.7)
----------- ----------- -----------
Insurance operations ......................... 127.2 (149.2) (524.8)
Investment services ........................... 302.1 289.8 162.5
Consolidation/elimination ..................... .5 4.6 2.9
----------- ----------- -----------
Subtotal ...................................... 429.8 145.4 (359.4)
Corporate interest expense .................... (126.1) (152.6) (146.9)
----------- ----------- -----------
Total ......................................... $ 303.7 $ (7.2) $ (506.3)
=========== =========== ===========
ASSETS:
Individual insurance and annuities ............ $42,667.1 $37,690.4 $36,531.8
Group pension ................................. 4,928.4 5,093.4 6,209.8
Attributed insurance capital .................. 2,852.4 2,377.0 2,206.8
----------- ----------- -----------
Insurance operations ......................... 50,447.9 45,160.8 44,948.4
Investment services ........................... 12,542.4 34,503.8 30,632.8
Consolidation/elimination ..................... (1,902.6) (1,004.0) (663.6)
----------- ----------- -----------
Total ......................................... $61,087.7 $78,660.6 $74,917.6
=========== =========== ===========
</TABLE>

Net assets of $1,611.3 million, $1,436.2 million and $679.4 million at
December 31, 1993, 1992 and 1991, respectively, held within the Insurance
Group and previously presented in Corporate and Other are presented as
Attributed insurance capital within Insurance operations to conform with the
presentation in subsequently issued interim financial information. Attributed
insurance capital represents net assets and related revenues and earnings of
the insurance subsidiaries not assigned to the insurance segments; interest
expense related to debt not specific to any business segment is presented
within Corporate interest expense. Information for all periods is presented
on a comparable basis.

Effective January 1, 1993, management changed the methodology for
determining the capital requirements of the Company's insurance business
segments. This new methodology requires the annual transfer of cash and cash
equivalents to and from the Corporate and Other, Individual Insurance and
Annuities and Group Pension segments to result in the Insurance Segments
having assets equal to adjusted liabilities plus equity maintained at
Equitable Life's life insurance subsidiaries determined in accordance with
statutory accounting practices. Had this methodology been in place at January
1, 1992, investment income for the Individual Insurance and Annuities and
Group Pension segments would have been reduced by $80.4 million and $4.5
million, respectively, and other operating costs and expenses for Attributed
Insurance Capital would have been decreased by $84.9 million for the year
ended December 31, 1992.

Intersegment investment advisory and other fees of approximately $145.2
million, $131.2 million and $149.8 million for 1993, 1992 and 1991,
respectively, are included in total revenues of the Investment Services
segment. These fees, excluding amounts related to the discontinued GIC
Segment of $17.0 million, $19.0 million and $30.7 million for 1993, 1992 and
1991, respectively, are eliminated in consolidation. All other revenues are
from third parties.
42

<PAGE>

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

19) SALE OF DLJ

On December 15, 1993, the Company sold a 61% interest in DLJ to the
Holding Company for $800.0 million in cash and securities. The excess of the
proceeds over the book value in DLJ at the date of sale of $340.2 million has
been reflected as a capital contribution. The results of DLJ through the date
of sale are included in the consolidated statements of earnings for the year
ended December 31, 1993. For the period subsequent to the date of sale, the
results of DLJ are accounted for on the equity basis and are included in
commissions, fees and other income.

Summarized balance sheet information for DLJ as of December 31, 1993,
reconciled to the Company's carrying value of DLJ, is as follows (in
millions):

<TABLE>
<CAPTION>
<S> <C>
Assets:
Trading account securities, at market value ............... $11,589.8
Securities purchased under resale agreements .............. 11,134.5
Broker-dealer related receivables ......................... 12,797.4
Other assets .............................................. 1,884.1
-----------
Total Assets .............................................. $37,405.8
===========
Liabilities:
Securities sold under repurchase agreements ............... $20,510.3
Broker-dealer related payables ............................ 12,502.5
Short-term and long-term debt ............................. 2,321.6
Other liabilities ......................................... 1,096.1
-----------
Total liabilities ......................................... 36,430.5
Total shareholders' equity ................................ 975.3
-----------
Total Liabilities, Cumulative Exchangeable Preferred Stock
and Shareholders' Equity ................................ $37,405.8
===========
DLJ's equity as reported .................................. $ 975.3
Reclassification of Cumulative Exchangeable Preferred
Stock .................................................... (225.0)
Unamortized cost in excess of net assets acquired in 1985 53.9
The Holding Company's equity ownership in DLJ ............. (490.6)
-----------
The Company's Carrying Value of DLJ ....................... $ 313.6
===========
</TABLE>

20) RELATED PARTY TRANSACTIONS

On August 31, 1993, the Company sold $661.0 million of primarily privately
placed below investment grade fixed maturities to EQ Asset Trust 1993, a
limited purpose business trust, wholly owned by the Holding Company. The
Company recognized a $4.1 million realized gain net of related deferred
policy acquisition costs, deferred Federal income tax and amounts
attributable to participating pension contractholders. In conjunction with
this transaction, the Company received $200.0 million of Class B Notes issued
by EQ Asset Trust 1993. These notes have interest rates ranging from 6.85% to
9.45%. The notes are reflected in investments in and loans to affiliates on
the consolidated balance sheet.

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
INTERIM CONSOLIDATED BALANCE SHEET
(UNAUDITED)

<TABLE>
<CAPTION>
SEPTEMBER 30,
1994
---------------
(IN MILLIONS)
<S> <C>
ASSETS
Investments:
Fixed maturities:
Held to maturity, at amortized cost ................................. $ 5,327.7
Available for sale, at estimated fair value ......................... 6,923.4
Mortgage loans on real estate ......................................... 4,153.0
Equity real estate .................................................... 4,525.6
Policy loans .......................................................... 1,701.6
Other equity investments .............................................. 786.5
Investment in and loans to affiliates ................................. 550.3
Other invested assets ................................................. 467.1
---------------
Total investments ................................................... 24,435.2
Cash and cash equivalents ............................................... 701.1
Broker-dealer related receivables ....................................... 110.6
Deferred policy acquisition costs ....................................... 3,177.0
Amounts due from discontinued GIC Segment ............................... 2,123.0
Other assets ............................................................ 2,095.9
Closed Block assets ..................................................... 8,155.4
Separate Accounts assets ................................................ 20,538.9
---------------
TOTAL ASSETS ............................................................ $61,337.1
===============
LIABILITIES
Policyholders' account balances ......................................... $21,246.8
Future policy benefits and other policyholders' liabilities ............ 3,812.5
Broker-dealer related payables .......................................... 152.3
Short-term and long-term debt ........................................... 1,527.3
Other liabilities ....................................................... 2,079.7
Closed Block liabilities ................................................ 9,141.0
Separate Accounts liabilities ........................................... 20,473.5
---------------
Total liabilities .................................................... 58,433.1
---------------
SHAREHOLDER'S EQUITY
Common stock, $1.25 par value, $2.0 million shares authorized, issued
and outstanding ....................................................... 2.5
Capital in excess of par value .......................................... 2,613.6
Retained earnings ....................................................... 439.1
Net unrealized investment losses ........................................ (135.9)
Minimum pension liability ............................................... (15.3)
---------------
Total shareholder's equity ........................................... 2,904.0
---------------
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDER'S EQUITY . $61,337.1
===============
</TABLE>

See Notes to Interim Consolidated Financial Statements.

<PAGE>

THE EQUITABLE ASSURANCE SOCIETY OF THE UNITED STATES
INTERIM CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------
1994 1993
--------- ---------
(IN MILLIONS)
<S> <C> <C>
REVENUES
Premiums ................................................... $ 459.6 $ 457.2
Universal life and investment-type product policy fee
income .................................................... 540.2 485.0
Net investment income ...................................... 1,520.3 1,966.1
Investment gains, net ...................................... 79.4 419.8
Commissions, fees and other income ......................... 620.1 1,282.6
Contribution from the Closed Block ......................... 116.6 110.6
--------- ---------
Total revenues .......................................... 3,336.2 4,721.3
--------- ---------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits .................................... 691.4 785.0
Interest credited to policyholders' account balances ...... 901.8 997.3
Other operating costs and expenses ......................... 1,441.8 2,722.3
--------- ---------
Total benefits and other deductions ..................... 3,035.0 4,504.6
--------- ---------
Earnings before Federal income taxes ....................... 301.2 216.7
Federal income tax expense ................................. 79.7 68.5
--------- ---------
Net Earnings ............................................... $ 221.5 $ 148.2
========= =========
</TABLE>

See Notes to Interim Consolidated Financial Statements.

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
1994 1993
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Common stock, at par value, beginning of year and end of period .. $ 2.5 $ 2.0
---------- ---------
Capital in excess of par value, beginning of year and end of
period ........................................................... 2,613.6 2,273.9
---------- ---------
Retained earnings, beginning of year .............................. 217.6 5.2
Net earnings ...................................................... 221.5 148.2
---------- ---------
Retained earnings, end of period .................................. 439.1 153.4
---------- ---------
Net unrealized investment gains, beginning of year ................ 131.9 78.8
Change in net unrealized investment gains ......................... (267.8) (3.5)
---------- ---------
Net unrealized investment (losses) gains, end of period .......... (135.9) 75.3
---------- ---------
Minimum pension liability, beginning of year ...................... (15.0) --
Change in minimum pension liability ............................... (.3) --
---------- ---------
Minimum pension liability, end of period .......................... (15.3) --
---------- ---------
TOTAL SHAREHOLDER'S EQUITY, END OF PERIOD ......................... $2,904.0 $2,504.6
========== =========
</TABLE>

See Notes to Interim Consolidated Financial Statements.

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------
1994 1993
----------- -----------
(IN MILLIONS)
<S> <C> <C>
Net earnings ........................................................ $ 221.5 $ 148.2
Adjustments to reconcile net earnings to net cash provided (used)
by operating activities:
Net change in trading activities and broker-dealer related
receivables/payables ............................................. (380.8) (3,338.6)
Increase in matched resale agreements ............................. -- (2,913.6)
Increase in matched repurchase agreements ......................... -- 2,913.6
Investment gains, net of dealer and trading gains ................. (79.6) (90.2)
Change in amounts due from discontinued GIC Segment ............... 43.0 23.2
General Account policy charges .................................... (537.3) (462.4)
Interest credited to policyholders' account balances ............. 901.8 997.3
Changes in Closed Block assets and liabilities, net ............... (73.5) (64.0)
Other, net ........................................................ 17.0 (136.9)
----------- -----------
Net cash provided (used) by operating activities .................... 112.1 (2,923.4)
----------- -----------
Cash flows from investing activities:
Maturities and repayments .......................................... 1,518.6 2,593.0
Sales .............................................................. 4,716.4 4,584.7
Return of capital from joint ventures and limited partnerships .... 17.6 43.3
Purchases .......................................................... (5,330.2) (6,643.4)
Net increase in loans to discontinued GIC Segment .................. (40.0) (880.0)
Other, net ......................................................... (210.9) (403.6)
----------- -----------
Net cash provided (used) by investing activities .................... 671.5 (706.0)
----------- -----------
Cash flows from financing activities:
Policyholders' account balances
Deposits .......................................................... 1,540.2 1,851.1
Withdrawals ....................................................... (2,206.9) (1,820.8)
Net (decrease) increase in short-term financings .................. (5.2) 3,397.3
Additions to long-term debt ....................................... 58.4 227.6
Repayments of long-term debt ...................................... (162.4) (143.6)
Proceeds from issuance of Alliance Units .......................... 100.0 --
----------- -----------
Net cash (used) provided by financing activities .................... (675.9) 3,511.6
----------- -----------
Change in cash and cash equivalents ................................. 107.7 (117.8)
Cash and cash equivalents, beginning of year ........................ 593.4 763.1
----------- -----------
Cash and Cash Equivalents, End of Period ............................ $ 701.1 $ 645.3
=========== ===========
Supplemental cash flow information:
Interest Paid ..................................................... $ 43.5 $ 1,049.1
=========== ===========
Income Taxes Paid ................................................. $ 49.2 $ 21.0
=========== ===========
</TABLE>

See Notes to Interim Consolidated Financial Statements.

<PAGE>

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

1) BASIS OF PRESENTATION

The accompanying consolidated financial statements are prepared in
conformity with generally accepted accounting principles ("GAAP") and
reflect, in the opinion of Equitable Life's management, all adjustments
(consisting of normal, recurring accruals) necessary for a fair presentation
of the consolidated financial position and the consolidated results of
operations of Equitable Life. Such statements should be read in conjunction
with the consolidated financial statements of Equitable Life for the year
ended December 31, 1993. The results of operations for the nine months ended
September 30, 1994 are not necessarily indicative of the results to be
expected for the full year.

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

2) FEDERAL INCOME TAXES

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

3) INVESTMENTS

Investment valuation allowances on continuing operations (excluding
amounts applicable to the Closed Block), which have been deducted to arrive
at the applicable investment carrying values as presented in the consolidated
balance sheets, and changes thereto are as follows:

<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
JANUARY 1, ADDITIONS DEDUCTIONS (*) SEPTEMBER 30,
------------ ----------- -------------- ---------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
1994
- ------------------
Mortgage loans on
real estate ...... $144.4 $26.8 $ 93.0 $ 78.2
Equity real estate 211.2 17.8 7.9 221.1
------------ ----------- -------------- ---------------
TOTAL ............. $355.6 $44.6 $100.9 $299.3
============ =========== ============== ===============
1993
- ------------------
Fixed maturities . $118.6 $ 7.3 $ 71.8 $ 54.1
Mortgage loans on
real estate ...... 198.3 35.7 78.9 155.1
Equity real estate 195.1 31.3 8.6 217.8
------------ ----------- -------------- ---------------
Total ............. $512.0 $74.3 $159.3 $427.0
============ =========== ============== ===============
<FN>
* Primarily reflects releases of allowances due to asset dispositions and
writedowns and, for the nine months ended September 30, 1993, transfers
to EQ Asset Trust 1993.
</TABLE>

At December 31, 1993, the adoption of SFAS No. 115 recharacterized
valuation allowances for fixed maturities as adjustments to amortized cost.

For the nine months ended September 30, 1994 and 1993, investment income
is shown net of investment expenses (including interest expense to finance
short-term trading instruments for the nine months ended September 30, 1993)
of $315.1 million and $1,126.7 million, respectively.

As of September 30, 1994, fixed maturities in the held to maturity
portfolio had estimated fair values of $5,208.0 and fixed maturities
classified as available for sale had amortized costs of $7,271.3 million.
Other equity investments included equity securities with a carrying value of
$189.9 million and a cost of $151.9 million as of September 30, 1994.

<PAGE>

For the nine months ended September 30, 1994 proceeds received on sales of
fixed maturities classified as available for sale amounted to $4,521.4
million. Gross gains of $43.2 million and gross losses of $40.2 million were
realized on these sales. The increase in unrealized investment losses related
to fixed maturities classified as available for sale for the nine months
ended September 30, 1994 amounted to $634.9 million.

During the nine months ended September 30, 1994, one security classified
as held to maturity was sold and two securities so classified were
transferred to the available for sale portfolio. All three actions were taken
as a result of a significant deterioration in creditworthiness as reflected
by ratings downgrades. The amortized cost of the security sold was $19.8
million with a related investment gain of $.8 million recognized; the
aggregate amortized cost of the securities transferred was $60.4 million with
gross unrealized investment losses of $.9 million transferred to equity.

4) SALES OF ALLIANCE CAPITAL MANAGEMENT LP UNITS

During the quarter ended September 30, 1994, Alliance Capital Management
LP ("Alliance") sold 4.96 million of newly issued units to third parties at
prevailing market prices. The sales decreased Equitable Life's ownership of
Alliance's publicly traded units from 63.2% to 59.2%. In addition, Equitable
Life continues to hold its 1% general partnership interest in Alliance.
Equitable Life recognized an investment gain of $52.4 million as a result of
these transactions.

5) BUSINESS SEGMENT INFORMATION

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
1994 1993
---------- ----------
(IN MILLIONS)
<S> <C> <C>
REVENUES
Individual insurance and annuities . $2,330.2 $2,248.3
Group pension ....................... 271.3 331.3
Attributed insurance capital ....... 57.4 46.0
---------- ----------
Insurance operations ............... 2,658.9 2,625.6
Investment services ................. 695.4 2,125.3
Consolidation/elimination ........... (18.1) (29.6)
---------- ----------
Total ............................... $3,336.2 $4,721.3
========== ==========
EARNINGS BEFORE FEDERAL INCOME TAXES
Individual insurance and annuities . $ 190.8 $ 46.3
Group pension ....................... 6.5 4.3
Attributed insurance capital ....... 53.3 36.2
---------- ----------
Insurance operations ............... 250.6 86.8
Investment services ................. 136.1 223.9
Consolidation/elimination ........... -- (.1)
---------- ----------
Subtotal ........................... 386.7 310.6
Corporate interest expense .......... (85.5) (93.9)
---------- ----------
Total ............................... $ 301.2 $ 216.7
========== ==========
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30,
1994
---------------
(IN MILLIONS)
<S> <C>
ASSETS
Individual insurance and annuities $43,770.4
Group pension ..................... 4,376.4
Attributed insurance capital ..... 2,409.2
---------------
Insurance operations ............. 50,556.0
Investment services ............... 12,270.6
Consolidation/elimination ......... (1,489.5)
---------------
Total ............................. $61,337.1
===============
</TABLE>

<PAGE>

Net assets of $1,071.2 million at September 30, 1993, held within the
Insurance Group and previously presented in Consolidation/elimination and
other are now presented as Attributed insurance capital within Insurance
operations. Attributed insurance capital represents net assets and related
revenues and earnings of the insurance subsidiaries not assigned to the
insurance segments; interest expense related to debt not specific to any
business segment is presented within Corporate interest expense. Information
for all periods is presented on a comparable basis.

6) DISCONTINUED OPERATIONS

Summarized financial information of the discontinued GIC Segment is as
follows:

<TABLE>
<CAPTION>
SEPTEMBER 30,
1994
---------------
(IN MILLIONS)
<S> <C>
ASSETS
Mortgage loans on real estate ...... $1,781.5
Equity real estate .................. 1,357.5
Other invested assets ............... 960.9
Other assets ........................ 434.3
---------------
Total Assets ........................ $4,534.2
===============
LIABILITIES
Policyholders' liabilities .......... $2,006.7
Allowance for future losses ......... 192.8
Amounts due to continuing operations 2,123.0
Other liabilities ................... 211.7
---------------
Total Liabilities ................... $4,534.2
===============
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------
1994 1993
--------- --------
(IN MILLIONS)
<S> <C> <C>
REVENUES
Investment income (net of investment expenses of $124.7
and $129.8) .............................................. $283.4 $404.2
Investment gains (losses), net ............................ 10.0 (23.1)
Policy fees, premiums and other income, net ............... .2 7.7
--------- --------
Total revenues ............................................ 293.6 388.8
BENEFITS AND OTHER DEDUCTIONS ............................. 318.2 418.8
--------- --------
Losses Charged to Allowance for Future Losses ............. $(24.6) $(30.0)
========= ========
</TABLE>

Amounts due to continuing operations at September 30, 1994 consist of
$3,324.0 million the discontinued GIC Segment has borrowed from continuing
operations offset by a $1,201.0 million obligation of continuing operations
to provide assets to fund the accumulated deficit of the discontinued GIC
Segment.

Investment valuation allowances amounted to $58.8 million on mortgage
loans and $74.3 million on equity real estate for an aggregate of $133.1
million at September 30, 1994.

Allowances for future losses are based upon management's best judgment and
there is no assurance that the ultimate losses will not differ.

Investment income includes $66.1 million and $73.0 million of interest on
amounts due from continuing operations for the nine months ended September
30, 1994 and 1993, respectively. Benefits and other deductions includes
$144.6 million and $140.1 million of interest expense related to amounts
borrowed from continuing operations for the nine months ended September 30,
1994 and 1993, respectively.

<PAGE>

7) CLOSED BLOCK

Summarized financial information of the Closed Block is as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30,
1994
---------------
(IN MILLIONS)
<S> <C>
ASSETS
Fixed maturities:
Held to maturity, at amortized cost (estimated fair value of $1,865.0) $1,977.6
Available for sale, at estimated fair value (amortized cost of
$1,021.9) .............................................................. 973.9
Mortgage loans on real estate ........................................... 1,578.0
Policy loans ............................................................ 1,835.4
Cash and other invested assets .......................................... 458.5
Deferred policy acquisition costs ....................................... 891.8
Other assets ............................................................ 440.2
---------------
Total Assets ............................................................ $8,155.4
===============
LIABILITIES
Future policy benefits and other policyholders' account balances ....... $8,965.0
Other liabilities ....................................................... 176.0
---------------
Total Liabilities ....................................................... $9,141.0
===============
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------
1994 1993
-------- ---------
(IN MILLIONS)
<S> <C> <C>
REVENUES
Premiums and other income ....................................... $594.1 $ 643.5
Investment income (net of investment expenses of $12.4 and
$12.0) ......................................................... 392.4 392.4
Investment losses, net .......................................... (21.0) (7.2)
-------- ---------
Total revenues .................................................. 965.5 1,028.7
-------- ---------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits and dividends ........................... 783.2 838.8
Other operating costs and expenses .............................. 65.7 79.3
-------- ---------
Total benefits and other deductions ............................. 848.9 918.1
-------- ---------
Contribution from the Closed Block .............................. $116.6 $ 110.6
======== =========
</TABLE>

Investment valuation allowances amounted to $46.1 million on mortgage
loans and $1.9 million on equity real estate for an aggregate of $48.0
million at September 30, 1994.

8) RESTRUCTURE COSTS

During the nine months ended September 30, 1994 and 1993, Equitable Life
restructured certain operations in connection with cost reduction programs
and recorded pre-tax provisions of $15.6 million and $70.4 million,
respectively. The 1994 cost reduction program includes costs associated with
the termination of operating leases and employee severance benefits in
connection with the consolidation of 16 insurance agencies.

<PAGE>
Filed Pursuant to Rule 497(e)
Registration File No.: 33-83750

INCOME MANAGER (SERVICE MARK)
ROLLOVER IRA PROSPECTUS

DATED APRIL 17, 1995

COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES
Issued By:
The Equitable Life Assurance Society of the United States
- ------------------------------------------------------------------------------
This prospectus describes individual retirement annuity (IRA) certificates
The Equitable Life Assurance Society of the United States (EQUITABLE LIFE,
WE, OUR and US) offers under a combination variable and fixed deferred
annuity contract (ROLLOVER IRA) issued on a group basis or as individual
contracts. Enrollment under a group contract will be evidenced by issuance of
a certificate. Certificates and individual contracts each will be referred to
as "Certificates." Under the Rollover IRA we will accept only initial
contributions that are rollover contributions or that are direct transfers
from other individual retirement arrangements, as described in this
prospectus. A minimum initial contribution of $10,000 is required to put a
Certificate into effect.

The Rollover IRA is designed to provide retirement income. Contributions
accumulate on a tax-deferred basis and can be distributed under a number of
different methods which are designed to be responsive to the owner's
(CERTIFICATE OWNER, YOU and YOUR) objectives.

The Rollover IRA offers investment options (INVESTMENT OPTIONS) that permit
you to create your own strategies. These Investment Options include nine
variable investment funds (INVESTMENT FUNDS) and each Guarantee Period
(GUARANTEE PERIOD) in the Guaranteed Period Account.

<TABLE>
<CAPTION>
Investment Funds
Guarantee Periods
Expiration Dates:
- ------------------------------------------------------------------------------
Asset Allocation Series: Equity Series: Fixed Income Series:
- ---------------------------- ---------------------- ------------------------ ----------------------
<S> <C> <C> <C>
o Conservative Investors o Growth & Income o Money Market February 15,
o Growth Investors o Common Stock o Intermediate
o Global Government o 1996 through 2005
o International Securities
o Aggressive Stock
</TABLE>

You may choose from a variety of payout options, including variable annuities
and fixed annuities.

This prospectus provides information about the Rollover IRA that prospective
investors should know before investing. You should read it carefully and
retain it for future reference. The prospectus is not valid unless
accompanied by a current prospectus for the Trust, which you should also read
carefully.

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.
- --------------------------------------------------------------------------------
Copyright 1995
The Equitable Life Assurance Society of the United States, New York, New York
10019.
All rights reserved.

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Equitable Life's Annual Report on Form 10-K for the year ended December
31, 1994 is incorporated herein by reference.

<PAGE>

PROSPECTUS TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
GENERAL TERMS PAGE 4
FEE TABLE PAGE 5
PART 1: SUMMARY PAGE 8
What is the Rollover IRA? 8
Investment Options 8
Contributions 8
Transfers 8
Free Look Period 8
Services We Provide 8
Withdrawals 9
Death Benefits 9
Surrendering the Certificates 9
Income Annuity Options 9
Taxes 9
Deductions from Annuity Account Value 9
Deductions from Investment Funds 10
Trust Charges to Portfolios 10
PART 2: EQUITABLE LIFE, THE SEPARATE
ACCOUNT AND THE INVESTMENT FUNDS PAGE 11
Equitable Life 11
Separate Account No. 45 11
The Trust 11
The Trust's Investment Adviser 12
Investment Policies and Objectives of the
Trust's Portfolios 13
PART 3: INVESTMENT PERFORMANCE PAGE 14
Performance Data for a Certificate 14
Rate of Return Data for Investment Funds 15
Communicating Performance Data 18
Money Market Fund and Intermediate
Government Securities Fund Yield
Information 19
PART 4: THE GUARANTEED PERIOD ACCOUNT PAGE 20
Guarantee Periods 20
Market Value Adjustment for Transfers,
Withdrawals or Surrender Prior to the
Expiration Date 21
Death Benefit Amount 21
Investments 22
PART 5: PROVISIONS OF THE CERTIFICATES
AND SERVICES WE PROVIDE PAGE 23
Availability of the Certificates 23
Contributions Under the Certificates 23
Methods of Payment 23
Allocation of Contributions 23
Free Look Period 24
Annuity Account Value 24
Transfers Among Investment Options 25
Dollar Cost Averaging 25
Withdrawals 26
Death Benefit 27
Cash Value 28
Surrendering the Certificates to Receive
the Cash Value 29
Income Annuity Options 29
When Payments are Made 30
Assignment 30
Distribution of the Certificates 30
PART 6: DEDUCTIONS AND CHARGES PAGE 31
Charges Deducted from the Annuity Account
Value 31
Charges Deducted from the Investment Funds 32
Trust Charges to Portfolios 32
Sponsored Arrangements 33
PART 7: VOTING RIGHTS PAGE 34
Trust Voting Rights 34
Voting Rights of Others 34
Separate Account Voting Rights 34
Changes in Applicable Law 34
PART 8: TAX ASPECTS OF THE CERTIFICATES PAGE 35
Tax-Qualified Individual Retirement
Annuities (IRAs) 35
Penalty Tax on Early Distributions 39
Tax Penalty for Insufficient Distributions 39
Tax Penalty for Excess Distributions or
Accumulation 39
Federal and State Income Tax Withholding 39
Generation Skipping Tax 40
Impact of Taxes to Equitable Life 40
Transfers Among Investment Options 40
Tax Changes 40
PART 9: INDEPENDENT ACCOUNTANTS PAGE 41
APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE PAGE 42
APPENDIX II: GUARANTEED MINIMUM DEATH
BENEFIT (GMDB) EXAMPLE PAGE 43
APPENDIX III: GMDB SPECIAL ADJUSTMENT PAGE 44

<PAGE>

APPENDIX IV: IRS TAX DEDUCTION TABLE PAGE 45
STATEMENT OF ADDITIONAL INFORMATION TABLE OF
CONTENTS PAGE 46
</TABLE>

<PAGE>

GENERAL TERMS

ACCUMULATION UNIT--Contributions that are invested in an Investment Fund
purchase Accumulation Units in that Investment Fund.

ACCUMULATION UNIT VALUE--The dollar value of each Accumulation Unit in an
Investment Fund on a given date.

ANNUITANT--The individual who is the measuring life for determining annuity
benefits.

ANNUITY ACCOUNT VALUE--The sum of the amounts in the Investment Options under
the Rollover IRA Certificate. See "Annuity Account Value" in Part 5.

ANNUITY COMMENCEMENT DATE--The date on which annuity payments are to
commence.

CASH VALUE--The Annuity Account Value minus any applicable charges.

CERTIFICATE--The Certificate issued under the terms of a group annuity
contract and any individual contract, including any endorsements.

CERTIFICATE OWNER--The person who owns a Rollover IRA Certificate and has the
right to exercise all rights under the Certificate. The Certificate Owner
must also be the Annuitant.

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

CONTRACT DATE--The date on which you are enrolled under the group annuity
contract, or the effective date of the individual contract. This is usually
the Business Day we receive the initial contribution at our Processing
Office.

CONTRACT YEAR--The 12-month period beginning on your Contract Date and each
anniversary of that date.

EXPIRATION DATE--The date on which a Guarantee Period ends.

GUARANTEE PERIOD--Any of the periods of time ending on an Expiration Date
that are available for investment under the Certificates.

GUARANTEED PERIOD ACCOUNT--The Account that contains the Guarantee Periods.

GUARANTEED RATE--The interest rate established for each allocation to a
Guarantee Period.

INVESTMENT FUNDS--The funds of the Separate Account that are available under
the Certificates.

INVESTMENT OPTIONS--The choices for investment: the Investment Funds and each
available Guarantee Period.

IRA--An individual retirement annuity, as defined in Section 408(b) of the
Code.

MATURITY VALUE--The amount in a Guarantee Period on its Expiration Date.

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

PROCESSING OFFICE--The address to which all contributions, written requests
(e.g., transfers, withdrawals, etc.) or other written communications must be
sent. See "Services We Provide" in Part 1.

SAI--The statement of additional information for the Separate Account under
the Rollover IRA.

SEPARATE ACCOUNT--Equitable Life's Separate Account No. 45.

<PAGE>

TRUST--The Hudson River Trust, a mutual fund in which the assets of separate
accounts of insurance companies are invested.

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

<PAGE>

FEE TABLE

The purpose of this fee table is to assist you in understanding the various
costs and expenses you may bear directly or indirectly under the Certificate
so that you may compare them with other similar products. The table reflects
both the charges of the Separate Account and the expenses of the Trust.
Premium tax charges may also be applicable. For a complete description of the
charges under the Certificate, see "Part 6: Deductions and Charges." For a
complete description of the Trust's charges and expenses, see the prospectus
for the Trust.

As explained in Part 4, the Guarantee Periods are not a part of the Separate
Account and are not covered by the fee table and examples. The only charge
shown in the Table which will be deducted from amounts allocated to the
Guarantee Periods is the withdrawal charge. However, if there is insufficient
value in the Investment Funds, all or a portion of the annual contract fee,
if any, may be deducted from your Annuity Account Value in the Guaranteed
Period Account rather than the Investment Funds. See "Part 6: Charges and
Deductions." A market value adjustment (either positive or negative) also may
be applicable to a withdrawal, transfer or surrender of amounts from a
Guarantee Period. See "Part 4: The Guaranteed Period Account."

OWNER TRANSACTION EXPENSES (DEDUCTED FROM ANNUITY ACCOUNT VALUE)

WITHDRAWAL CHARGE AS A PERCENTAGE OF CONTRIBUTIONS (percentage deducted upon
surrender or for certain withdrawals. The applicable withdrawal charge
percentage is determined by the Contract Year in which the withdrawal is made
or the Certificate is surrendered beginning with "Contract Year 1" with
respect to each contribution withdrawn or surrendered. For each contribution,
the Contract Year in which we receive that contribution is "Contract Year
1")(1)

<TABLE>
<CAPTION>
CONTRACT
YEAR
- ----------
<S> <C>
1 ... 7.00%
2 ... 6.00
3 ... 5.00
4 ... 4.00
5 ... 3.00
6 ... 2.00
7 ... 1.00
8+ .. 0.00
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Transfer Charge (2) ............................................................................ $0.00
Guaranteed Minimum Death Benefit Charge (percentage deducted annually on each Processing Date
as a percentage of the guaranteed minimum death benefit then in effect)(3) .................... 0.20%
ANNUAL CONTRACT FEE (DEDUCTED FROM ANNUITY ACCOUNT VALUE ON EACH PROCESSING DATE)(4)
- -----------------------------------------------------------------------------------------------
If the initial contribution is less than $25,000 .............................................. $30
If the initial contribution is $25,000 or more ................................................ $ 0
SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF ASSETS IN EACH INVESTMENT FUND)
- -----------------------------------------------------------------------------------------------
Mortality and Expense Risk Charge .............................................................. 0.90%
Asset Based Administrative Charge .............................................................. 0.25%
-------
Total Separate Account Annual Expenses ........................................................ 1.15%
=======
</TABLE>

TRUST ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS IN EACH
PORTFOLIO)

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIOS
-----------------------------------------------------------
CONSERVATIVE GROWTH GROWTH & COMMON
INVESTORS INVESTORS INCOME STOCK GLOBAL
-------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Investment Advisory Fee 0.55% 0.54% 0.55% 0.36% 0.54%
Other Expenses 0.04% 0.05% 0.23% 0.02% 0.15%
-------------- ----------- ---------- -------- --------
TOTAL TRUST ANNUAL
EXPENSES(5) 0.59% 0.59% 0.78% 0.38% 0.69%
============== =========== ========== ======== ========
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE
AGGRESSIVE MONEY GOVT.
INTERNATIONAL STOCK MARKET SECURITIES
--------------- ------------ -------- --------------
<S> <C> <C> <C> <C>
Investment Advisory Fee 0.90% 0.47% 0.40% 0.50%
Other Expenses 0.41% 0.02% 0.02% 0.06%
--------------- ------------ -------- --------------
TOTAL TRUST ANNUAL EXPENSES(5) 1.31% 0.49% 0.42% 0.56%
=============== ============ ======== ==============
</TABLE>

<PAGE>
- ---------------
Notes:

(1) Deducted upon a withdrawal with respect to amounts in excess of the
15% free corridor amount, and upon a surrender. See "Part 6: Deductions
and Charges," "Withdrawal Charge."

(2) We reserve the right to impose a charge in the future at a maximum of
$25 for each transfer among the Investment Options in excess of five
per Contract Year.

(3) See "Part 6: Deductions and Charges," "Guaranteed Minimum Death
Benefit Charge."

(4) This charge is incurred at the beginning of the Contract Year and
deducted on the Processing Date. See "Part 6: Deductions and Charges,"
"Annual Contract Fee."

(5) Expenses shown for all Portfolios except the International Portfolio
are for the fiscal year ended December 31, 1994. The amount shown for
the International Portfolio, which was established on April 3, 1995, is
an estimate. The investment advisory fee for each Portfolio may vary
from year to year depending upon the average daily net assets of the
respective Portfolio of the Trust. The maximum investment advisory
fees, however, cannot be increased without a vote of that Portfolio's
shareholders. The other direct operating expenses will also fluctuate
from year to year depending on actual expenses. See "Trust Charges to
Portfolios" in Part 6.

EXAMPLES

IF YOU SURRENDER YOUR CERTIFICATE AT THE END OF EACH PERIOD SHOWN, THE
EXPENSES WOULD BE:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- ---------
<S> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $90.65 $117.77
Growth Investors 90.65 117.77
EQUITY SERIES:
Growth & Income 92.54 123.47
Common Stock 88.57 111.44
Global 91.65 120.78
International 97.81 139.29
Aggressive Stock 89.66 114.76
FIXED INCOME SERIES:
Money Market 88.96 112.64
Intermediate Government
Securities 90.36 116.87
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- ---------
<S> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $22.77 $70.15
Growth Investors 22.77 70.15
EQUITY SERIES:
Growth & Income 24.66 75.86
Common Stock 20.69 63.82
Global 23.77 73.16
International 29.93 91.67
Aggressive Stock 21.78 67.14
FIXED INCOME SERIES:
Money Market 21.08 65.02
Intermediate Government
Securities 22.48 69.26
<FN>
- ------------------
Notes:

<PAGE>

PART 1: SUMMARY

WHAT IS THE ROLLOVER IRA?

The Rollover Individual Retirement Annuity (IRA) is designed to provide for
retirement income through the investment of rollover contributions, direct
transfers from other individual retirement arrangements and additional IRA
contributions. The Rollover IRA features a combination of Investment Options,
consisting of Investment Funds providing variable returns and Guarantee
Periods providing guaranteed interest. Fixed and variable income annuities
are also available by application of the Cash Value.

INVESTMENT OPTIONS

The Rollover IRA offers the following Investment Options which permit you to
create your own strategy for retirement savings. All available Investment
Options may be selected under a Certificate.

INVESTMENT FUNDS

o Asset Allocation Series: the Conservative Investors and Growth Investors
Funds

o Equity Series: the Growth & Income, Common Stock, Global, International and
Aggressive Stock Funds

o Fixed Income Series: the Money Market and Intermediate Government
Securities Funds

GUARANTEE PERIODS

o Guarantee Periods maturing in each of calendar years 1996 through 2005.

CONTRIBUTIONS

o To put a Certificate into effect, you must contribute at least $10,000 in
the form of either a rollover contribution or a direct
custodian-to-custodian transfer from one or more other individual
retirement arrangements.

o Subsequent contributions may be made in an amount of at least $1,000 at any
time. Subsequent contributions must not exceed $2,000 for any taxable year,
except for additional rollover contributions or direct transfers, both of
which are unlimited. We may refuse to accept any contribution if the sum of
all contributions under a Certificate would then total more than
$1,500,000.

TRANSFERS

FREE LOOK PERIOD

You have the right to examine the Rollover IRA Certificate for a period of 10
days after you receive it, and to return it to us for a refund. You may
cancel it by sending it to our Processing Office. Your refund will equal the
Annuity Account Value, reflecting any investment gain or loss, and any
positive or negative market value adjustment, through the date we receive
your Certificate at our Processing Office.

SERVICES WE PROVIDE

O REGULAR REPORTS

o Statement of your Certificate values as of the last day of the calendar
year;

o Three additional reports of your Certificate values each year;

o Annual and semi-annual statements of the Separate Account and the Trust;
and

o Written confirmation of financial transactions.

O TOLL-FREE TELEPHONE SERVICES

o Call 1-800-789-7771 for a recording of daily Accumulation Unit Values and
Guaranteed Rates applicable to the Guarantee Periods. Also call during our

<PAGE>

regular business hours to speak to one of our customer service
representatives.

<PAGE>

O PROCESSING OFFICE

o FOR CONTRIBUTIONS SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
Post Office Box 13014
Newark, NJ 07188-0014

o FOR CONTRIBUTIONS SENT BY EXPRESS MAIL:

Equitable Life
c/o First Chicago National Processing Center
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014
Secaucus, NJ 07094

o FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS)
SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547

o FOR ALL OTHER COMMUNICATIONS SENT BY EXPRESS MAIL:

Equitable Life
Income Management Group
200 Plaza Drive
Secaucus, NJ 07096

WITHDRAWALS

o Lump Sum Withdrawals--After the first Contract Year and before the Annuity
Commencement Date while the Certificate is in effect, you may take a Lump
Sum Withdrawal from your Certificate once per Contract Year at any time
during such Contract Year. The minimum withdrawal amount is $1,000.

o Minimum Distribution Withdrawals--You may also withdraw funds annually
under our Minimum Distribution Withdrawals option, which is designed to
meet the minimum distribution requirements set forth in the Code. The
minimum withdrawal amount is $250.

Withdrawals may be subject to a withdrawal charge and withdrawals from
Guarantee Periods prior to their Expiration Date will result in a market
value adjustment. Withdrawals may be subject to income tax and tax penalty.

DEATH BENEFITS

If you die before the Annuity Commencement Date, the Rollover IRA provides a
death benefit. The beneficiary will be paid the greater of the Annuity
Account Value in the Investment Funds and the guaranteed minimum death
benefit, plus any death benefit provided with respect to the Guaranteed
Period Account.

SURRENDERING THE CERTIFICATES

INCOME ANNUITY OPTIONS

The Certificates provide income annuity options to which amounts may be
applied at the Annuity Commencement Date. The income annuity options are
offered on a fixed and variable basis.

TAXES

Generally, any earnings on contributions made to the Certificate will not be
included in your taxable income until distributions are made from the
Certificate. Also, distributions prior to your attaining age 59 1/2 may be
subject to tax penalty.

DEDUCTIONS FROM ANNUITY
ACCOUNT VALUE

Withdrawal Charge

A withdrawal charge will be imposed as a percentage of the initial and each
subsequent contribution if (i) a Lump Sum Withdrawal exceeds the 15% free
corridor amount or, (ii) a Minimum Distribution Withdrawal, when added to a
Lump Sum Withdrawal previously taken in the same Contract Year, exceeds the
15% free corridor, or (iii) if the Certificate is surrendered. We determine

<PAGE>

the withdrawal charge separately for each contribution in accordance with the
table below.

<PAGE>

Guaranteed Minimum Death Benefit Charge

We deduct annually on each Processing Date an amount equal to 0.20% of the
guaranteed minimum death benefit in effect on such Processing Date.

Annual Contract Fee

The charge will be $30 per Contract Year if your initial contribution is less
than $25,000, and zero if your initial contribution is $25,000 or more.

Premium Taxes

DEDUCTIONS FROM INVESTMENT FUNDS

Mortality and Expense Risk Charge

We charge each Investment Fund a daily asset based charge for mortality and
expense risks equivalent to an annual rate of 0.90%.

Asset Based Administrative Charge

We charge each Investment Fund a daily asset based charge to cover a portion
of the administrative expenses under the Certificate equivalent to an annual
rate of 0.25%.

TRUST CHARGES TO PORTFOLIOS

<PAGE>

PART 2: EQUITABLE LIFE, THE SEPARATE ACCOUNT
AND THE INVESTMENT FUNDS

EQUITABLE LIFE

SEPARATE ACCOUNT NO. 45

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

THE TRUST

The Trust is an open-end diversified management investment company, more
commonly called a mu-

<PAGE>

tual fund. As a "series" type of mutual fund, it issues several different
series of stock, each of which relates to a different Portfolio of the Trust.
The Trust commenced operations in January 1976 with a predecessor of its
Common Stock Portfolio. The Trust does not impose a sales charge or "load"
for buying and selling its shares. All dividend distributions to the Trust
are reinvested in full and fractional shares of the Portfolio to which they
relate. More detailed information about the Trust, its investment objectives,
policies, restrictions, risks, expenses and all other aspects of its
operations appears in its prospectus which accompanies this prospectus or in
its statement of additional information.

THE TRUST'S INVESTMENT ADVISER

Alliance's main office is located at 1345 Avenue of the Americas, New York,
New York 10105. Alliance, a publicly-traded limited partnership, is
indirectly majority-owned by Equitable Life.

<PAGE>

INVESTMENT POLICIES AND OBJECTIVES OF THE TRUST'S PORTFOLIOS

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

<TABLE>
<CAPTION>
<S> <C> <C>
Portfolio Investment Policy Objective
- --------------------------- ---------------------------------------------------- -----------------------------
ASSET ALLOCATION SERIES:
Conservative Investors Diversified mix of publicly-traded, fixed-income and High total return without, in
equity securities; asset mix and security selection the adviser's opinion, undue
are primarily based upon factors expected to reduce risk to principal
risk. The Portfolio is generally expected to hold
approximately 70% of its assets in fixed income
securities and 30% in equity securities.
Growth Investors Diversified mix of publicly-traded, fixed-income and High total return consistent
equity securities; asset mix and security selection with the adviser's
based upon factors expected to increase possibility determination of reasonable
of high long-term return. The Portfolio is generally risk
expected to hold approximately 70% of its assets in
equity securities and 30% in fixed income
securities.
EQUITY SERIES:
Growth & Income Primarily income producing common stocks and High total return through a
securities convertible into common stocks. combination of current income
and capital appreciation
Common Stock Primarily common stock and other equity-type Long-term growth of capital
instruments. and increasing income
Global Primarily equity securities of non-United States as Long-term growth of capital
well as United States companies.
International Primarily equity securities selected principally to Long-term growth of capital
permit participation in non-United States companies
with prospects for growth.
Aggressive Stock Primarily common stocks and other equity-type Long-term growth of capital
securities issued by medium and other smaller sized
companies with strong growth potential.
FIXED INCOME SERIES:
Money Market Primarily high quality short-term money market High level of current income
instruments. while preserving assets and
maintaining liquidity
Intermediate Government Primarily debt securities issued or guaranteed by High current income
Securities the U.S. government, its agencies and consistent with relative
instrumentalities. Each investment will have a final stability of principal
maturity of not more than 10 years or a duration not
exceeding that of a 10-year Treasury note.
</TABLE>

<PAGE>

PART 3: INVESTMENT PERFORMANCE

This Part presents performance data for each of the Investment Funds (other
than the International Fund which was established in 1995) calculated by two
methods. The first method, used in calculating values for the two tables in
"Performance Data for a Certificate," reflects all applicable fees and
charges other than the charge for premium taxes. The second method, used in
preparing rates of return for the three tables in "Rate of Return Data for
Investment Funds," reflects all fees and charges other than the withdrawal
charge, the guaranteed minimum death benefit charge, the annual contract fee
and the charge for premium taxes. These additional charges would effectively
reduce the rates of return credited to a particular Certificate.

The Separate Account was recently established and has had no prior operations
and no Certificates have been issued prior to the date of this prospectus.
The calculations of investment performance shown below are based on the
actual investment results of the Portfolios of the Trust, from which certain
fees and charges applicable under the Rollover IRA have been deducted. The
results shown are not an estimate or guarantee of future investment
performance, and do not reflect the actual experience of amounts invested
under a particular Certificate.

See "Part 4: The Guaranteed Period Account" for information on the Guaranteed
Period Account.

PERFORMANCE DATA FOR A CERTIFICATE

The standardized performance data in the following tables illustrate the
average annual total return of the Investment Funds over the periods shown,
assuming a single initial contribution of $1,000 and the surrender of the
Certificate at the end of each period. These tables (which reflect the first
calculation method described above) are prepared in a manner prescribed by
the SEC for use when we advertise the performance of the Separate Account. An
Investment Fund's average annual total return is the annual rate of growth of
the Investment Fund that would be necessary to achieve the ending value of a
contribution kept in the Investment Fund for the period specified.

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1994

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
--------------------------------------------------
ONE THREE FIVE TEN SINCE
INVESTMENT FUND YEAR YEARS YEARS YEARS INCEPTION*
- ---------------------- ------ -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $874 $1,021 $1,295 -- $1,335
Growth Investors 881 1,063 1,755 -- 1,823
EQUITY SERIES:
Growth & Income 908 -- -- -- 907
Common Stock 890 1,148 1,441 $3,575 9,037
Global 962 1,259 1,526 -- 1,824
Aggressive Stock 868 977 1,995 -- 4,063
</TABLE>

<PAGE>

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1994
(CONTINUED)

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
--------------------------------------------------
ONE THREE FIVE TEN SINCE
INVESTMENT FUND YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ------ -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
Money Market $955 $1,008 $1,148 $1,570 $2,167
Intermediate Govt. Securities 873 1,016 -- -- 1,140
<FN>
* The "Since Inception" dates are as follows: Conservative Investors
(October 2, 1989); Growth Investors (October 2, 1989); Growth & Income
(October 1, 1993); Common Stock (January 13, 1976); Global (August 27,
1987); Aggressive Stock (January 27, 1986); Money Market (July 13, 1981);
and Intermediate Govt. Securities (April 1, 1991).
</TABLE>

AVERAGE ANNUAL TOTAL RETURN UNDER A CERTIFICATE SURRENDERED ON
DECEMBER 31, 1994

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
-----------------------------------------------------
THREE FIVE TEN SINCE
INVESTMENT FUND ONE YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ---------- -------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors (12.62)% 0.69% 5.30% -- 4.93%
Growth Investors (11.94) 2.07 11.91 -- 10.52
EQUITY SERIES:
Growth & Income (9.25) -- -- -- (4.75)
Common Stock (11.00) 4.71 7.59 13.59% 12.28
Global (3.81) 7.99 8.81 -- 7.80
Aggressive Stock (13.16) (0.79) 14.81 -- 16.86
FIXED INCOME SERIES:
Money Market (4.46) 0.26 2.79 4.62 5.68
Intermediate Govt. Securities (12.72) 0.53 -- -- 3.33
<FN>
* The "Since Inception" dates are as follows: Conservative Investors
(October 2, 1989); Growth Investors (October 2, 1989); Growth & Income
(October 1, 1993); Common Stock (January 13, 1976); Global (August 27, 1987);
Aggressive Stock (January 27, 1986); Money Market (July 13, 1981); and
Intermediate Govt. Securities (April 1, 1991).
</TABLE>

RATE OF RETURN DATA FOR INVESTMENT FUNDS

The following tables (which reflect the second calculation method described
above) provide you with information on rates of return on an annualized,
cumulative and year-by-year basis.

Performance data for the remaining Investment Funds reflect (i) the
investment results of the corresponding Portfolios of the Trust from the date
of

<PAGE>

inception of those Portfolios and (ii) the actual investment advisory fee and
direct operating expenses of the relevant Portfolio.

The performance data for all periods has also been adjusted to reflect the
Separate Account mortality and expense risk charge, and the asset based
administrative charge equal to a total of 1.15% relating to the Certificates,
as well as the Trust's expenses.

BENCHMARKS

PORTFOLIO INCEPTION DATES AND COMPARATIVE BENCHMARKS:

Asset Allocation Series:
CONSERVATIVE INVESTORS: October 2, 1989; 70% Lehman Treasury Bond Composite
Index and 30% Standard & Poor's 500 Index.

GROWTH INVESTORS: October 2, 1989; 30% Lehman Government/Corporate Bond Index
and 70% Standard & Poor's 500 Index.

Equity Series:
GROWTH & INCOME: October 1, 1993; 75% Standard & Poor's 500 Index and 25%
Value Line Convertible Index.

COMMON STOCK: January 13, 1976; Standard & Poor's 500 Index.

GLOBAL: August 27, 1987; Morgan Stanley Capital International World Index.

AGGRESSIVE STOCK: January 27, 1986; 50% Stan- dard & Poor's 500 Index and 50%
National Association of Securities Dealers Automated Quotation System
Composite.

Fixed Income Series:
MONEY MARKET: July 13, 1981; Salomon Brothers Three-Month T-Bill Index.

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

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

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:*

<PAGE>

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
--------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK (3.70)% 6.60% 8.43% 13.86% 13.95% 12.58%
Lipper Growth (2.42) 5.10 7.90 11.81 12.34 11.95
Benchmark 1.32 6.25 8.68 14.38 14.50 13.12
GLOBAL 3.49 9.80 9.66 -- -- 9.03
Lipper Global (2.40) 7.58 4.57 -- -- 3.52
Benchmark 5.08 6.85 3.67 -- -- 4.97

AGGRESSIVE STOCK (5.86) 1.30 15.43 -- -- 17.27
Lipper Small Company Growth (2.68) 20.63 12.56 -- -- 14.45
Benchmark (0.94) 7.46 9.65 -- -- 11.41
FIXED INCOME SERIES:
MONEY MARKET 2.84 2.33 3.77 5.05 -- 6.31
Lipper Money Market 2.62 2.15 3.56 4.94 -- 6.46
Benchmark 4.22 3.63 4.90 5.98 -- 7.19
INTERMEDIATE GOVERNMENT
SECURITIES (5.42) 2.55 -- -- -- 4.93
Lipper U.S. Government (4.94) 2.87 -- -- -- 5.57
Benchmark (1.75) 4.36 -- -- -- 6.55

</TABLE>
- --------------
* See footnotes on next page.

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:*

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
--------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE INVESTORS (5.32)% 8.36% 35.02% -- -- 38.81%
Lipper Income (3.13) 16.75 44.72 -- -- 48.12
Benchmark (1.97) 16.24 45.93 -- -- 50.68
GROWTH INVESTORS (4.64) 12.65 81.31 -- -- 88.03
Lipper Flexible Portfolio (3.65) 14.00 40.35 -- -- 41.66
Benchmark (0.13) 18.54 49.63 -- -- 53.39
EQUITY SERIES:
GROWTH & INCOME (1.95) -- -- -- -- (2.50)
Lipper Growth & Income (1.62) -- -- -- -- 0.04
Benchmark 0.01 -- -- -- -- 2.30
COMMON STOCK (3.70) 21.20 50.06 266.48% 610.21% 846.46
Lipper Growth (2.42) 16.11 46.28 205.37 472.97 753.79
Benchmark 1.32 19.95 51.64 283.20 662.68 938.20
GLOBAL 3.49 32.51 58.79 -- -- 88.89
Lipper Global (2.40) 24.49 25.04 -- -- 29.26
Benchmark 5.08 21.99 19.74 -- -- 42.79
AGGRESSIVE STOCK (5.86) 3.95 105.30 -- -- 315.16
Lipper Small Company
Growth (2.68) 75.55 80.72 -- -- 236.98
Benchmark (0.94) 24.10 58.49 -- -- 162.45
</TABLE>
- --------------
* See footnotes on next page.

<PAGE>

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
-------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
MONEY MARKET 2.84% 7.18% 20.37% 63.67% -- 128.07%
Lipper Money Market 2.62 6.60 19.12 62.02 -- 132.86
Benchmark 4.22 11.29 26.99 78.68 -- 155.41
INTERMEDIATE GOVERNMENT
SECURITIES (5.42) 7.86 -- -- -- 19.84
Lipper U.S. Government (4.94) 8.85 -- -- -- 22.56
Benchmark (1.75) 13.65 -- -- -- 26.89
</TABLE>

YEAR-BY-YEAR RATES OF RETURN*

<TABLE>
<CAPTION>
1982 1983 1984 1985
-------- -------- --------- --------
<S> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE
INVESTORS -- -- -- --
GROWTH INVESTORS -- -- -- --
EQUITY SERIES:
GROWTH & INCOME
COMMON STOCK** 16.21% 24.64% (3.08)% 31.88%
GLOBAL -- -- -- --
AGGRESSIVE STOCK -- -- -- --
FIXED INCOME SERIES:
MONEY MARKET** 11.71 7.69 9.58 6.91
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- -- --
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
1986 1987 1988 1989 1990 1991 1992 1993 1994
-------- --------- -------- ------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE
INVESTORS -- -- -- 2.80% 5.17% 18.47% 4.57% 9.49% (5.32)%
GROWTH INVESTORS -- -- -- 3.71 9.34 47.20 3.73 13.94 (4.64)
EQUITY SERIES:
GROWTH & INCOME (0.54) (1.95)
COMMON STOCK** 15.99% 6.25% 21.03% 24.16 (9.17) 36.31 2.02 23.40 (3.70)
GLOBAL -- (13.62) 9.92 25.58 (7.15) 29.05 (1.66) 30.16 3.49
AGGRESSIVE STOCK 34.43 6.07 (0.03) 41.86 6.92 84.72 (4.29) 15.43 (5.86)
FIXED INCOME SERIES:
MONEY MARKET** 5.38 5.41 6.09 7.93 7.00 4.96 2.34 1.81 2.84
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- -- -- -- 11.11 4.38 9.31 (5.42)
<FN>
* Returns do not reflect the withdrawal charge, the guaranteed minimum
death benefit charge, and the annual contract fee.
** Prior to 1982 the Year-by-Year Rates of Return were:
1976 1977 1978 1979 1980 1981
---- ---- ---- ---- ---- ----
COMMON STOCK 8.19% (10.27)% 6.99% 28.32% 48.34% (6.93)%
MONEY MARKET -- -- -- -- -- 5.70
</TABLE>

COMMUNICATING PERFORMANCE DATA

<PAGE>

MONEY MARKET FUND AND INTERMEDIATE GOVERNMENT SECURITIES FUND YIELD
INFORMATION

The current yield and effective yield of the Money Market Fund and
Intermediate Government Securities Fund may appear in reports and promotional
material to current or prospective Certificate Owners.

Money Market Fund

Current yield for the Money Market Fund will be based on net changes in a
hypothetical investment over a given seven-day period, exclusive of capital
changes, and then "annualized" (assuming that the same seven-day result would
occur each week for 52 weeks). "Effective yield" is calculated in a manner
similar to that used to calculate current yield, but when annualized, any
income earned by the investment is assumed to be reinvested. The "effective
yield" will be slightly higher than the "current yield" because any earnings
are compounded weekly. Money Market Fund yields and effective yields assume
the deduction of all Certificate charges and expenses other than the
withdrawal charge, guaranteed minimum death benefit charge and any premium
tax charges. See "Part 5: Money Market Fund and Intermediate Government
Securities Fund Yield Information" in the SAI.

Intermediate Government Securities Fund

Current yield for the Intermediate Government Securities Fund will be based
on net changes in a hypothetical investment over a given 30-day period,
exclusive of capital changes, and then "annualized" (assuming that the 30-day
result would occur each month for 12 months). "Effective yield" is calculated
in a manner similar to that used to calculate current yield, but when
annualized, any income earned by the investment is assumed to be reinvested.
The "effective yield" will be higher than the "current yield" because any
earnings are compounded monthly.

Intermediate Government Securities Fund yields and effective yields assume
the deduction of all Certificate charges and expenses other than the
withdrawal charge, guaranteed minimum death benefit charge and any premium
tax charges. See "Part 5: Money Market Fund and Intermediate Government
Securities Fund Yield Information" in the SAI.

<PAGE>

PART 4: THE GUARANTEED PERIOD ACCOUNT

GUARANTEE PERIODS

Guarantee Periods and Expiration Dates

We will not accept allocations to a Guarantee Period if, on the Transaction
Date:

o Such Transaction Date and the Expiration Date for such Guarantee Period
fall within the same calendar year.

o The Guaranteed Rate is 3%.

o The Guarantee Period has an Expiration Date beyond your Annuity
Commencement Date.

Guaranteed Rates and Price Per $100 of Maturity Value

Illustrative Guaranteed Rates for new allocations as of February 15, 1995 and
the related price per $100 of Maturity Value for each currently available
Guarantee Period were as follows:

<TABLE>
<CAPTION>
GUARANTEE
PERIODS WITH GUARANTEED
EXPIRATION DATE RATE AS OF PRICE PER $100
FEBRUARY 15 OF FEBRUARY 15, OF MATURITY
MATURITY YEAR 1995 VALUE
- --------------- -------------- --------------
<S> <C> <C>
1996 5.62% $94.68
1997 6.01 88.97
1998 6.28 83.29
1999 6.40 78.01
2000 6.44 73.18
2001 6.50 68.51
2002 6.62 63.82
2003 6.72 59.41
2004 6.84 55.11
2005 6.96 51.00
</TABLE>

Allocation Among Guarantee Periods

CAPITAL PRINTING SYSTEMS]
<PAGE>

(i.e., the sum of the price per $100 of Maturity Value for each maturity year
from 1997 through 2001).

The above table is provided to illustrate the use of present value
calculations. It does not take into account the potential for charges to be
deducted or

<PAGE>

withdrawals or transfers from Guarantee Periods. Actual calculations will
also be based on Guaranteed Rates on each actual Transaction Date, which may
differ.

Options at Expiration Date

(a) to transfer the Maturity Value into any Guarantee Period we are then
offering, or into any of our Investment Funds; or

(b) to withdraw the Maturity Value (subject to any withdrawal charges which
may apply).

If we have not received your election as of the Expiration Date, the Maturity
Value in the expired Guarantee Period will be transferred into the Guarantee
Period with the earliest Expiration Date.

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

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

(1) We determine the present value of the Maturity Value on the Transaction
Date as follows:

(a) We determine the Guaranteed Period Amount that would be payable on the
Expiration Date, using the applicable Guaranteed Rate.

(c) We determine the current Guaranteed Rate which applies on the Transaction
Date to new allocations to the same Guarantee Period.

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

(2) We determine the Guaranteed Period Amount as of the current date.

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

<PAGE>

DEATH BENEFIT AMOUNT

The death benefit provided with respect to the Guaranteed Period Account is
equal to the Annuity Account Value in the Guaranteed Period Account or,

<PAGE>

if greater, the sum of the Guaranteed Period Amounts. See "Annuity Account
Value" in Part 5.

INVESTMENTS

General Account

Our general account supports all of our policy and contract guarantees,
including those applicable to the Guaranteed Period Account, as well as our
general obligations.

<PAGE>

PART 5: PROVISIONS OF THE CERTIFICATES AND SERVICES
WE PROVIDE

The provisions of your Certificate may be restricted by applicable laws or
regulations.

AVAILABILITY OF THE CERTIFICATES

The Certificates are available for issue ages 20 through 78.

CONTRIBUTIONS UNDER THE CERTIFICATES

Your initial contribution must be at least $10,000. We will only accept
initial contributions which are either rollover contributions under Sections
402(c), 403(a)(4), 403(b)(8), or 408(d)(3) of the Code, or direct
custodian-to-custodian transfers from other individual retirement
arrangements. See "Part 8: Tax Aspects of the Certificates."

You may make subsequent contributions in an amount of at least $1,000.
Subsequent contributions may be "regular" IRA contributions (limited to a
maximum of $2,000 a year), rollover contributions as described above, or
direct transfers as described above. Rollover contributions and direct
transfers are not subject to the $2,000 annual limit.

We may refuse to accept any contribution if the sum of all contributions
under a Certificate would then total more than $1,500,000.

"Regular" IRA contributions may no longer be made for the taxable year in
which you attain age 70 1/2 and thereafter. Rollover and direct transfer
contributions may be made until you attain age 78. However, any amount
contributed after you attain age 70 1/2 must be net of your required minimum
distribution for the year in which the rollover or direct transfer
contribution is made. See "Part 8: Tax Aspects of the Certificates." For the
consequences of making a "regular" IRA contribution to your Certificate, also
see Part 8.

Contributions are credited as of the Transaction Date.

METHODS OF PAYMENT

WIRE TRANSMITTALS

After your Certificate has been issued, subsequent contributions may be
transmitted by wire.

ALLOCATION OF CONTRIBUTIONS

You have two options from which to choose for allocation of your
contributions: Self-Directed Allocation and Principal Assurance.

<PAGE>

Self-Directed Allocation

o If you are between ages 71 through 74 (inclusive), allocations may not be
made to a Guarantee Period with a maturity year that would exceed the year
in which you will attain age 80. At ages 75 and above, allocations may be
made only to Guarantee Periods with maturities of five years or less;
however, in no event may allocations be made to Guarantee Periods with
maturities beyond the Annuity Commencement Date.

Principal Assurance

This option is designed to assure that your Maturity Value in a specified
Guarantee Period equals your initial contribution while at the same time
allowing you to invest in the Investment Funds. The year you select may be no
earlier than 2002 nor later than 2005. However, in no event may you elect a
year beyond the year in which you will attain age 70 1/2 . In order to
accomplish this strategy, we will allocate a portion (equal to the present
value) of your initial contribution to a Guarantee Period based on the year
you select. See "Guaranteed Rates and Price Per $100 of Maturity Value" in
Part 4. You may allocate the balance of your contribution to the Investment
Funds in any way you choose. Such allocations to the Investment Funds must be
in whole percentages. Allocation of the portion of your initial contribution
to the Investment Funds is subject to the provisions for the free look
period. See "Free Look Period" below.

Principal Assurance assumes no withdrawals or transfers of the amount
allocated to the specified Guarantee Period.

Subsequent contributions must be allocated under "Self-Directed Allocation"
described above.

Allocations to the Investment Funds

A contribution allocated to an Investment Fund purchases Accumulation Units
in that Investment Fund based on the Accumulation Unit Value for that
Investment Fund computed on the Transaction Date.

Allocations to the Guaranteed Period Account

Contributions allocated to the Guaranteed Period Account will have the
Guaranteed Rate for the specified Guarantee Period offered on the Transaction
Date.

FREE LOOK PERIOD

You have the right to examine the Rollover IRA Certificate for a period of 10
days after you receive it, and to return it to us for a refund. You cancel it
by sending it to our Processing Office. The free look is extended if your
state requires a refund period of longer than 10 days.

Your refund will equal the Annuity Account Value reflecting any investment
gain or loss, and any positive or negative market value adjustment, through
the date we receive your Certificate at our Processing Office. Some states or
Federal income tax regulations may require that we calculate the refund
differently. In those states that require that we calculate the refund
differently, we may require that your initial contribution to the Investment
Funds be allocated to the Money Market Fund until the end of the free look
period.

If you cancel your Certificate during the free look period, we may require
that you wait six months before you may apply for a Certificate with us
again.

ANNUITY ACCOUNT VALUE

The Annuity Account Value is the sum of the Annuity Account Values in the
Investment Funds and the Guaranteed Period Account.

<PAGE>

Annuity Account Value in Investment Funds

<PAGE>

butions and transfers less the sum of Accumulation Units redeemed for
withdrawals, transfers or deductions for charges.

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

Accumulation Unit Values

Annuity Account Value in Guaranteed Period
Account

TRANSFERS AMONG INVESTMENT OPTIONS

At any time prior to the Annuity Commencement Date, you may transfer all or
portions of your Annuity Account Value among the Investment Options, subject
to the following restrictions.

<PAGE>

o No transfers are permitted to or from the Guaranteed Period Account during
the first Contract Year and only one transfer per Contract Year may be made
thereafter.

o The amount transferred to or from the Guaranteed Period Account must be at
least $2,000 or, if less, the entire Annuity Account Value may be
transferred from the Guaranteed Period Account. Similarly, the entire
Annuity Account Value in the Investment Funds may be transferred to the
Guaranteed Period Account.

o Transfers out of the Guaranteed Period Account other than at the Expiration
Date will result in a market value adjustment. See "Part 4: The Guaranteed
Period Account."

o Transfers to Guarantee Periods are subject to the restrictions set forth
under "Guarantee Periods and Expiration Dates" in Part 4 and are limited
based on your attained age. See "Allocation of Contributions" above.

DOLLAR COST AVERAGING

If you have at least $10,000 of Annuity Account Value in the Money Market
Fund, you may choose to

<PAGE>

have a specified dollar amount transferred from the Money Market Fund to
other Investment Funds on a monthly basis. The main objective of dollar cost
averaging is to attempt to shield your investment from short term price
fluctuations. Since the same dollar amount is transferred to other Investment
Funds each month, more Accumulation Units are purchased in an Investment Fund
if the value per Accumulation Unit is low and fewer Accumulation Units are
purchased if the value per Accumulation Unit is high. Therefore, a lower
average value per Accumulation Unit may be achieved over the long term. This
plan of investing allows you to take advantage of market fluctuations but
does not assure a profit or protect against a loss in declining markets.

WITHDRAWALS

The Rollover IRA is an annuity contract, even though you may elect to receive
your benefits in a non- annuity form. You may take withdrawals from your
Certificate before the Annuity Commencement Date and while you are alive. Two
withdrawal options are available: Lump Sum Withdrawals and Minimum
Distribution Withdrawals. Withdrawals may result in withdrawal charges. "See
Part 6: Deductions and Charges."

The Certificates are subject to the Code's minimum distribution requirements.
Generally, distributions from these Certificates must commence by April 1 of
the calendar year following the calendar year in which you attain age 70 1/2
. Subsequent distributions must be made by December 31st of each calendar
year. If you do not commence minimum distributions in the calendar year in
which you attain age 70 1/2 , and wait until the three month period (January
1 to April 1) in the next calendar year to commence minimum distributions,
then you must take two required minimum distributions in that calendar year.
If the required minimum distribution is not made, a penalty tax in an amount
equal to 50% of the difference between the amount required to be withdrawn
and the amount actually withdrawn may apply. See "Part 8: Tax Aspects of the
Certificates" for a discussion of various special rules concerning the
minimum distribution requirements.

For IRA retirement benefits subject to minimum distribution requirements, we
will send a form outlining the distribution options available before you
reach age 70 1/2 (if you have not annuitized before that time).

LUMP SUM WITHDRAWALS

After the first Contract Year, you may take a Lump Sum Withdrawal once per
Contract Year at any time during such Contract Year. The minimum amount of
such withdrawal is $1,000. A request to withdraw more than 90% of the Cash
Value as of the date of the withdrawal will result in the termination of the
Certificate and will be treated as a surrender of the Certificate for its
Cash Value. See "Surrendering the Certificates to Receive the Cash Value,"
below. Unless you are also utilizing Minimum Distribution Withdrawals
described below, the limitation on your ability to take more than one Lump
Sum Withdrawal per Contract Year should be discussed with your tax adviser.
This limitation may affect your ability to meet minimum distribution
requirements in the initial year in which you are required by the Code to
begin taking minimum distributions.

<PAGE>

Lump Sum Withdrawals in excess of the 15% free corridor amount may be subject
to a withdrawal charge. See "Withdrawal Charge" in Part 6.

<PAGE>
MINIMUM DISTRIBUTION WITHDRAWALS

Minimum Distribution Withdrawals provide distributions from the Annuity
Account Value of the amounts necessary to meet minimum distribution
requirements set forth in the Code.

This option may be elected in the year in which you attain age 70 1/2 . You
can elect Minimum Distribution Withdrawals by submitting the proper election
form. The minimum amount we will pay out is $250.

You may elect Minimum Distribution Withdrawals for each Certificate you own,
subject to our rules then in effect. Currently, Minimum Distribution
Withdrawal payments will be made annually.

Unless you specify otherwise, Minimum Distributions Withdrawals will be
withdrawn on a pro rata basis from your Annuity Account Value in the
Investment Funds. If there is insufficient value or no value in the
Investment Funds, any additional amount of the withdrawal required or the
total amount of the withdrawal, as applicable, will be withdrawn from the
Guarantee Periods in order of the earliest Expiration Date(s) first.

Minimum Distribution Withdrawals are not subject to a withdrawal charge,
except to the extent that, when added to a Lump Sum Withdrawal previously
taken in the same Contract Year, the Minimum Distribution Withdrawal exceeds
the 15% free corridor amount. See "Withdrawal Charge" in Part 6.

Example

The chart below illustrates the pattern of payments, under Minimum
Distribution Withdrawals for a male who purchases the Rollover IRA at age 70
with a single contribution of $100,000, with payments commencing at the end
of the first Contract Year.

PATTERN OF MINIMUM DISTRIBUTION WITHDRAWALS
$100,000 SINGLE CONTRIBUTION FOR A
SINGLE LIFE--MALE AGE 70

[THE FOLLOWING TABLE WAS REPRESENTED
AS AN AREA GRAPH IN THE PROSPECTUS]

Assumes 7.5% Rate of Return

<TABLE>
<CAPTION>
Amount
Age Withdrawn
--- ---------
<S> <C>
70 $ 6,250
75 8,250
80 10,088
85 11,048
90 9,489
95 5,579
100 1,950
</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

Payments are calculated each year based on the Annuity Account Value at the
end of each year, using the recalculation method of determining payments.
(See "Part 1--Minimum Distribution Withdrawals" in the SAI.) Payments are
made annually, and it is further assumed that no Lump Sum Withdrawals are
taken.

This example assumes an annual rate of return of 7.5% compounded annually for
both the Investment Funds and the Guaranteed Period Account. This rate of
return is for illustrative purposes only and is not intended to represent an
expected or guaranteed rate of return. Your investment results will vary. In
addition, this example does not reflect any charges that may be applicable
under the Rollover IRA. Such charges would effectively reduce the actual
return.

DEATH BENEFIT

Generally, upon receipt of proof satisfactory to us of your death prior to
the Annuity Commencement Date, we will pay the death benefit to the
beneficiary named in your Certificate. You designate the beneficiary at the
time you apply for the Certificate. While the Certificate is in effect, you
may change your beneficiary by writing to our Processing Office. The change
will be effective on the date the written submission was signed. The death
benefit payable will be determined as of the date we receive such proof of
death and any required instructions as to the method of payment.

The death benefit is equal to the sum of:

(1) the Annuity Account Value in the Investment Funds, or, if greater, the
guaranteed minimum death benefit defined below; and

(2) the death benefit provided with respect to the Guaranteed Period
Account. See "Part 4: The Guaranteed Period Account."

Guaranteed Minimum Death Benefit (GMDB)

Applicable to Certificates issued in all states except
- -----------------------------------------------------------------------------
New York

<PAGE>

ment Funds, less (c) any transfers and withdrawals from such Funds. In
addition, interest (see (2) below) is credited to the GMDB on each Processing
Date.

(1) At the end of the seventh Contract Year, the GMDB calculated on such date
will be set at the then GMDB determined above or, if greater, the current
Annuity Account Value in the Investment Funds.

(2) Interest will be calculated at the applicable effective annual GMDB
interest rate for your "attained age" (your age at issue of the Certificate
plus the number of Contract Years that have elapsed since the Contract Date,
see table below) taking into account contributions, transfers and withdrawals
during the Contract Year, except with respect to amounts in the Money Market
Fund where the interest credit will be based on the lesser of the actual rate
of return and the GMDB interest rate below.

<TABLE>
<CAPTION>
GMDB INTEREST RATE TABLE
ATTAINED AGE RATE
- ----------------- --------
<S> <C>
up to and
including 70 6%
71 through 85 0%
- ----------------- --------
</TABLE>

Applicable to Certificates issued in New York

The GMDB is determined daily. On the Contract Date, the GMDB is equal to the
portion of the initial contribution allocated to the Investment Funds.
Thereafter (except as adjusted at the end of the seventh Contract Year, in
accordance with (1) above) the GMDB is equal to (a) the GMDB calculated on
the immediately preceding Business Day, plus (b) any subsequent contributions
and transfers into the Investment Funds, less (c) any transfers and
withdrawals from such Funds. Additionally, on each Processing Date the GMDB
is reset at the greater of the current GMDB and the current Annuity Account
Value in the Investment Funds. On no date (except possibly at the end of the
seventh Contract Year), however, will the GMDB be greater than (a) the
portion of the initial contribution allocated to the Investment Funds, plus
(b) any subsequent contributions and transfers into the Investment Funds,
less (c) any transfers and withdrawals from such Funds plus (d) interest (in
accordance with (2) above) that is credited on each Processing Date.

See Appendix II for an example of the calculation of the GMDB.

How Withdrawals and Transfers Affect the GMDB

Whenever a withdrawal or transfer from the Investment Funds is made, the GMDB
is immediately reduced by the amount of the withdrawal or transfer. In
addition, a "special adjustment" will be made to the GMDB on the next
Processing Date to realign the GMDB with the Annuity Account Value. The
special adjustment will be made to the GMDB if on the next Processing Date
following a withdrawal or transfer from the Investment Funds, both (i) the
Annuity Account Value is less than the GMDB, and (ii) the sum of the
withdrawals and transfers from the Investment Funds during the Contract Year
prior to such Processing Date is greater than the difference between the GMDB
(before reduction for withdrawals and transfers from the Investment Funds
during the Contract Year) and "GMDB contributions." GMDB contributions are
equal to the sum of all contributions made plus all transfers into the
Investment Funds, plus at the time of any seventh Contract Year reset, the
amount by which the GMDB is increased to match the then current Annuity
Account Value. Such GMDB contributions are not reduced by withdrawals or
transfers from the Investment Funds. See Appendix III for a further
discussion and an example of the special adjustment.

How Payment is Made

We will pay the death benefit to the beneficiary in the form of the income
annuity option you have chosen under your Certificate. If no income annuity
option has been chosen at the time of your death, the beneficiary will
receive the death benefit in a lump sum. However, subject to Equitable Life's
rules then in effect and any other applicable requirements under the Code,
the beneficiary may elect to apply the death benefit amount to one or more
income annuity options offered by Equitable Life. See "Income Annuity
Options" below.

If you elect to have your spouse be both the sole primary beneficiary and the
successor Annuitant/ Certificate Owner, then no death benefit is payable
until your surviving spouse's death.

CASH VALUE

<PAGE>

Commencement Date while the Certificate is in effect, the Cash Value is equal
to: (1) the Annuity Account Value; (2) less any withdrawal charge; and (3)
less any annual contract fee incurred but not yet deducted. The free corridor
amount will not apply

<PAGE>

when calculating the withdrawal charge applicable upon a surrender. See "Part
6: Deductions and Charges."

SURRENDERING THE CERTIFICATES TO
RECEIVE THE CASH VALUE

You may surrender a Certificate to receive the Cash Value at any time while
you are living and before the Annuity Commencement Date.

You may receive the Cash Value in a single sum payment or apply it under one
or more of the income annuity options described below. We will usually pay
the Cash Value within seven calendar days, but we may delay payment as
described in "When Payments are Made" below.

For the tax consequences of surrenders, see "Part 8: Tax Aspects of the
Certificates."

INCOME ANNUITY OPTIONS

Income annuity options provide periodic payments over a specified period of
time which may be fixed or may be based on your life. Annuity forms of
payment are calculated as of the Annuity Commencement Date, which is on file
with our Processing Office. You can change the Annuity Commencement Date by
writing to our Processing Office any time before the Annuity Commencement
Date. However, you may not choose a date later than the 28th day of any
month. Also, no Annuity Commencement Date will be later than the Processing
Date which follows your 85th birthday.

Before the Annuity Commencement Date, we will send a letter advising that
annuity benefits are available. Unless you otherwise elect, we will pay you a
fixed annuity benefit on the "normal form" indicated for your Certificate as
of your Annuity Commencement Date. The amount applied to provide the annuity
benefit will be the Cash Value.

ANNUITY FORMS

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

o Life Annuity-Period Certain: This annuity form also guarantees payments for
the rest of your life. In addition, if you die before a specific period of
time (the "certain period") has ended, payments will continue to your
beneficiary for the balance of the certain period. Certain periods may be
5, 10, 15 or 20 years. A life annuity with a certain period of 10 years is
the normal form of annuity under the Certificates.

o Period Certain Annuity: This annuity form guarantees payments for a
specific period of time, usually 5, 10, 15 or 20 years, and does not
involve life contingencies.

o Joint and Survivor Life Annuity: This annuity form guarantees life income
to you and, after your death, continuation of income to the survivor.

The life annuity-period certain and the life annuity- refund certain are
available on either a single life or joint and survivor life basis.

The income annuity options outlined above are available in both fixed and
variable form, unless otherwise indicated. Fixed annuity payments are
guaranteed by us and will be based either on the tables of guaranteed annuity
payments in your Certificate or on our then current annuity rates, whichever
is more favorable for you. Variable income annuities may be funded through
the Common Stock Fund through the purchase of annuity units. The amount of
each variable annuity payment may fluctuate, depending upon the performance
of the Common Stock Fund. That is because the annuity unit value rises and
falls depending on whether the actual rate of net investment return (after
deduction of charges) is higher or lower than the assumed base rate. See
"Annuity Unit Values" in the SAI. Variable income annuities may also be

<PAGE>

available by separate prospectus through the Common Stock or other Funds of
other separate accounts we offer.

For all Annuitants, the normal form of annuity provides for fixed payments.
We may offer other forms not outlined here. Your registered representative
can provide details.

<PAGE>

For each income annuity option, we will issue a separate written agreement
putting the option into effect. Before we pay any annuity benefit, we require
the return of the Certificate.

The amount of the annuity payments will depend on the amount applied to
purchase the annuity, the type of annuity chosen and, in the case of a life
income annuity option, your age (or your and the joint Annuitant's ages) and
in certain instances, the sex of the Annuitant(s). Once an income annuity
option is chosen and payments have commenced, no change can be made.

WHEN PAYMENTS ARE MADE

ASSIGNMENT

The Certificates are not assignable or transferrable except through surrender
to us. They may not be borrowed against or used as collateral for a loan or
other obligation.

DISTRIBUTION OF THE CERTIFICATES

As the distributor of the Certificates, Equitable Distributors, Inc. (EDI),
an indirect wholly owned subsidiary of Equitable Life, has responsibility for
sales and marketing functions for the Certificates. EDI also serves as the
principal underwriter of the Separate Account under the 1940 Act. EDI is
registered with the SEC as a broker-dealer under the Exchange Act and is a
member of the National Association of Securities Dealers, Inc. EDI's
principal business address is 787 Seventh Avenue, New York, New York 10019.
The Certificates will be sold by registered representatives of EDI and its
affiliates, who are also our licensed insurance agents, as well as by
unaffiliated broker-dealers with which EDI has entered into selling
agreements. Broker- dealer sales compensation (including for EDI and its
affiliates) will not exceed six percent of total contributions made under a
Certificate. EDI may also receive compensation and reimbursement for its
marketing services under the terms of its distribution agreement with
Equitable Life. Broker-dealers receiving sales compensation will generally
pay a portion thereof to their registered representatives as commissions
related to sales of the Certificates. The offering of the Certificates is
intended to be continuous.

<PAGE>

PART 6: DEDUCTIONS AND CHARGES

CHARGES DEDUCTED FROM THE
ANNUITY ACCOUNT VALUE

We allocate the entire amount of each contribution to the Investment Options
you select, subject to certain restrictions. We then periodically deduct
certain amounts from your Annuity Account Value. The charges described below
and under "Charges Deducted from the Investment Funds" below will not be
increased by us for the life of the Certificates. We may reduce certain
charges under sponsored arrangements. See "Sponsored Arrangements" below.
Charges are deducted proportionately from all the Investment Funds in which
your Annuity Account Value is invested on a pro rata basis, unless you have
elected otherwise and except as noted below.

Withdrawal Charge

A withdrawal charge will be imposed as a percentage of each contribution made
to the extent that (i) a Lump Sum Withdrawal exceeds the free corridor
amount, or (ii) a Minimum Distribution Withdrawal, when added to a Lump Sum
Withdrawal previously taken in the same Contract Year, exceeds the free
corridor amount, and (iii) if the Certificate is surrendered to receive its
Cash Value. We determine the withdrawal charge separately for each
contribution in accordance with the table below.

The applicable withdrawal charge percentage is determined by the Contract
Year in which the Lump Sum Withdrawal is made or the Certificate is
surrendered, beginning with "Contract Year 1" with respect to each
contribution withdrawn or surrendered. For purposes of the table, for each
contribution, the Contract Year in which we receive that contribution is
"Contract Year 1."

The withdrawal charge is deducted from the Investment Options from which each
such withdrawal is made in proportion to the amount being withdrawn from each
Investment Option.

Free Withdrawal Amount (Free Corridor)

No withdrawal charge will be applied during any Contract Year in which (i)
the amount of a Lump Sum Withdrawal does not exceed 15% of the Annuity
Account Value at the beginning of the Contract Year minus any amount
previously withdrawn during that Contract Year; (ii) a Minimum Distribution
Withdrawal does not exceed 15% of the Annuity Account Value at the beginning
of the Contract Year minus a Lump Sum Withdrawal previously withdrawn during
the Contract Year; or (iii) a Minimum Distribution Withdrawal is the only
withdrawal taken during a Contract Year. The 15% maximum is called the free
corridor amount. The 15% free corridor amount is not applicable to a
surrender.

The withdrawal charge is to help cover sales expenses.

Transfer Charge

Guaranteed Minimum Death Benefit Charge

We deduct a charge for providing a minimum death benefit guarantee with
respect to the Investment Funds annually on each Processing Date. The charge
is equal to 0.20% of the GMDB in effect at such Processing Date.

Annual Contract Fee

<PAGE>

per Contract Year if your initial contribution is less than $25,000, and zero
if your initial contribution equals $25,000 or more. This charge is to cover
a portion of our administrative expenses. See "Asset Based Administrative
Charge," below under "Charges Deducted from the Investment Funds."

Premium Taxes

Generally, we deduct any applicable charges for state and local taxes from
the amount applied to provide an income annuity option if you elect to
annuitize. In certain states, however, we may deduct

<PAGE>

the charge for taxes from contributions rather than at the Annuity
Commencement Date. The current premium tax charge that might be imposed
varies by state and ranges from 0% to 2.25%.

Allocation of Certain Charges to the
Guaranteed Period Account

No portion of the annual contract fee will be allocated to the Guaranteed
Period Account unless there is insufficient value in the Investment Funds. If
this charge is allocated to the Guaranteed Period Account, it will be
allocated to the Annuity Account Value with respect to the Guarantee Periods
in order of the earliest Expiration Date(s) first. If charges are allocated
to the Guaranteed Period Account, you will not receive the full Guaranteed
Rate if held to the Expiration Date. See "Market Value Adjustment for
Transfers, Withdrawals or Surrender Prior to the Expiration Date" in Part 4.

CHARGES DEDUCTED FROM THE
INVESTMENT FUNDS

Mortality and Expense Risk Charge

The expense risk assumed is the risk that it will cost us more to issue and
administer the Certificates than we expect.

Asset Based Administrative Charge

We will deduct a daily charge from the assets in each Investment Fund, to
compensate us for administrative expenses under the Certificates. The daily
charge is at a rate of 0.000692% (equivalent to an annual rate of 0.25%) on
the assets in each Investment Fund. The annual contract fee and the asset
based administrative charge is not designed to produce a profit for Equitable
Life.

TRUST CHARGES TO PORTFOLIOS

Investment advisory fees charged daily against the Trust's assets, direct
operating expenses of the Trust (such as trustees' fees, expenses of
independent auditors and legal counsel, bank and custodian charges and
liability insurance), and certain investment-related expenses of the Trust
(such as brokerage commissions and other expenses related to the purchase and
sale of securities), are reflected in each Portfolio's daily share price. The
maximum investment advisory fees paid annually by the Portfolios cannot be
changed without a vote by shareholders. They are as follows:

<TABLE>
<CAPTION>
DAILY AVERAGE NET ASSETS
-------------------------------------
FIRST NEXT OVER
$350 $400 $750
MILLION MILLION MILLION
----------- ----------- -----------
<S> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors ... .550% .525% .500%
Growth Investors .......... .550% .525% .500%
EQUITY SERIES:
Common Stock .............. .400% .375% .350%
Global .................... .550% .525% .500%
Aggressive Stock .......... .500% .475% .450%
FIXED INCOME SERIES:
Money Market .............. .400% .375% .350%
Intermediate Govt.
Securities ................ .500% .475% .450%
FIRST NEXT OVER
$500 $500 $1
MILLION MILLION BILLION
----------- ----------- -----------
EQUITY SERIES:
Growth & Income ........... .550% .525% .500%
</TABLE>

<TABLE>
<CAPTION>
DAILY AVERAGE NET ASSETS
-------------------------------------
FIRST NEXT OVER
$500 $1 $1.5
MILLION BILLION BILLION
----------- ----------- -----------
<S> <C> <C> <C>
EQUITY SERIES:
International ............. .900% .850% .800%
</TABLE>

<PAGE>