SEPARATE ACCOUNT NO 45 OF EQUITABLE LIFE ASSUR SOCIETY OF US, 497, 1995-12-26

SEPARATE ACCOUNT NO 45 OF EQUITABLE LIFE ASSUR SOCIETY OF US
497, 1995-12-26

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

INCOME MANAGERSM
ROLLOVER IRA PROSPECTUS

DATED NOVEMBER 1, 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 distribution methods
include the IRA ASSURED PAYMENT OPTION, IRA ASSURED PAYMENT OPTION PLUS, and
a variety of payout options, including variable annuities and fixed
annuities. The IRA Assured Payment Option and IRA Assured Payment Option Plus
are also available for election in the application if you are interested in
receiving distributions rather than accumulating funds.

The Rollover IRA offers investment options (INVESTMENT OPTIONS) that permit
you to create your own strategies. These Investment Options include 9
variable investment funds (INVESTMENT FUNDS) and each Guarantee Period
(GUARANTEE PERIOD) in the Guaranteed Period Account.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Investment Funds
- ------------------------------------------------------------------------------ Guarantee Periods
Asset Allocation Series: Equity Series: Fixed Income Series: Expiration Dates:
- ---------------------------- ---------------------- ------------------------ ------------------------
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 Securities o 1996 through 2010**
o International
o Aggressive Stock
</TABLE>

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

*On January 1, 1996, the Guarantee Period with an Expiration Date of
February 15, 2006 will become available and the Guarantee Period expiring on
February 15, 1996 will no longer be available for new allocations.

**Available under the IRA Assured Payment Option and IRA Assured Payment
Option Plus. On January 1, 1996 a Guarantee Period with an Expiration Date of
February 15, 2011 will become available and the Guarantee Period expiring on
February 15, 1996 will no longer be available for new allocations.

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.

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.

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 November 1, 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.

<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 6
PART 1: SUMMARY PAGE 9
What is the Rollover IRA? 9
Investment Options 9
Contributions 9
Transfers 9
Free Look Period 9
Services We Provide 9
Death Benefits 10
Surrendering the Certificates 10
Distribution Methods 10
Taxes 11
Deductions from Annuity Account Value 11
Deductions from Investment Funds 11
Trust Charges to Portfolios 11
PART 2: EQUITABLE LIFE, THE SEPARATE
ACCOUNT AND THE INVESTMENT FUNDS PAGE 12
Equitable Life 12
Separate Account No. 45 12
The Trust 12
The Trust's Investment Adviser 13
Investment Policies and Objectives of
the Trust's Portfolios 14
PART 3: INVESTMENT PERFORMANCE PAGE 15
Performance Data for a Certificate 15
Rate of Return Data for Investment
Funds 16
Communicating Performance Data 19
Money Market Fund and Intermediate
Government Securities Fund Yield
Information 20
PART 4: THE GUARANTEED PERIOD ACCOUNT PAGE 21
Guarantee Periods 21
Market Value Adjustment for Transfers,
Withdrawals or Surrender Prior to the
Expiration Date 22
Death Benefit Amount 23
Investments 23
PART 5: PROVISIONS OF THE CERTIFICATES
AND SERVICES WE PROVIDE PAGE 24
Availability of the Certificates 24
Contributions Under the Certificates 24
Methods of Payment 24
Allocation of Contributions 25
Free Look Period 25
Annuity Account Value 26
Transfers Among Investment Options 26
Dollar Cost Averaging 27
Death Benefit 27
Cash Value 28
Surrendering the Certificates to
Receive the Cash Value 28
When Payments are Made 29
Assignment 29
Distribution of the Certificates 29
PART 6: DISTRIBUTION METHODS UNDER THE
CERTIFICATES PAGE 30
IRA Assured Payment Option 30
IRA Assured Payment Option Plus 33
Withdrawals 35
Income Annuity Options 37
PART 7: DEDUCTIONS AND CHARGES PAGE 38
Charges Deducted from the Annuity
Account Value 38
Charges Deducted from the Investment
Funds 39
Trust Charges to Portfolios 39
Sponsored Arrangements 40
PART 8: VOTING RIGHTS PAGE 41
Trust Voting Rights 41
Voting Rights of Others 41
Separate Account Voting Rights 41
Changes in Applicable Law 41
PART 9: TAX ASPECTS OF THE CERTIFICATES PAGE 42
Tax-Qualified Individual Retirement
Annuities (IRAs) 42
Penalty Tax on Early Distributions 46
Tax Penalty for Insufficient
Distributions 47
Tax Penalty for Excess Distributions or
Accumulation 47
Federal and State Income Tax
Withholding 47
Generation Skipping Tax 48
Impact of Taxes to Equitable Life 48
Transfers Among Investment Options 48
Tax Changes 48
PART 10: INDEPENDENT ACCOUNTANTS PAGE 49

APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE PAGE 50
APPENDIX II: GUARANTEED MINIMUM
DEATH BENEFIT (GMDB) EXAMPLE PAGE 51
APPENDIX III: GMDB SPECIAL ADJUSTMENT PAGE 52
APPENDIX IV: EXAMPLE OF PAYMENTS
UNDER THE IRA ASSURED PAYMENT OPTION
AND IRA APO PLUS PAGE 53
APPENDIX V: IRS TAX DEDUCTION TABLE PAGE 54
STATEMENT OF ADDITIONAL INFORMATION TABLE OF
CONTENTS PAGE 55
</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 amounts will be applied under an
income annuity option.

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 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 annual 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.

IRA ASSURED PAYMENT OPTION--A distribution option which provides guaranteed
lifetime income. The IRA Assured Payment Option may be elected in the
application or elected as a distribution option at a later date. Under this
option amounts are allocated to the Guarantee Periods and the Life Contingent
Annuity. No amounts may be allocated to the Investment Funds.

IRA ASSURED PAYMENT OPTION PLUS--A distribution option which provides
guaranteed lifetime income. The IRA Assured Payment Option Plus may be
elected in the application or as a distribution option at a later date. Under
this option amounts are allocated to the Guarantee Periods, the Life
Contingent Annuity and to the Investment Funds. The amount in the Investment
Funds is then systematically converted to increase the guaranteed lifetime
income.

LIFE CONTINGENT ANNUITY--Provides guaranteed lifetime income beginning at a
future date. Amounts may only be applied under the Life Contingent Annuity
through election of the IRA Assured Payment Option and the IRA Assured
Payment Option Plus.

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.

<PAGE>

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.

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.

<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 7: 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 7: Deductions and
Charges." A market value adjustment (either positive or negative) also may be
applicable as a result of 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>

<PAGE>

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% (10% under certain distribution options) free corridor amount,
and upon a surrender. See "Part 7: 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 7: 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 7: 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 7.

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 $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:

(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 6. The examples do not reflect charges for
state premium or other applicable state or local taxes that may also
be deducted in certain jurisdictions.
</TABLE>

<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 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. The Rollover IRA also makes available
distribution methods under the Choice Income Plan which includes the IRA
Assured Payment Option and IRA Assured Payment Option Plus (which can be
applied for in the application or at a later date). Withdrawal options and
fixed and variable income annuity options are also available.

The Rollover IRA and/or the IRA Assured Payment Option and IRA Assured
Payment Plus may not be available in all states.

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. A
Guarantee Period maturing in calendar year 2006 will become available on
January 1, 1996.

o Guarantee Periods maturing in 1996 through 2010 under the IRA Assured
Payment Option and IRA Assured Payment Option Plus. A Guarantee Period
maturing in calendar year 2011 will become available on January 1, 1996.

o On January 1, 1996 the Guarantee Period maturing on February 15, 1996
will no longer be available for new allocations.

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.
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

Under the Rollover IRA, 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 and among the Guarantee Periods. 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 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;

<PAGE>

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.

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 (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS)
SENT BY EXPRESS MAIL:

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

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

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.

DISTRIBUTION METHODS

IRA ASSURED PAYMENT OPTION

The IRA Assured Payment Option provides guaranteed lifetime income. You
initially receive annual payments during a fixed period. These payments
represent distributions of the Maturity Values of serially maturing Guarantee
Periods on their Expiration Dates. During the fixed period you can take
withdrawals from your Annuity Account Value. After the fixed period ends,
annual payments are made out of the Life Contingent Annuity.

The Life Contingent Annuity does not have a Cash Value or an Annuity Account
Value. There is no death benefit under the Life Contingent Annuity and income
is paid only if you (or a joint Annuitant) are living at the date annuity
benefits begin.

IRA ASSURED PAYMENT OPTION PLUS

The IRA Assured Payment Option Plus is a variation of the IRA Assured Payment
Option. The IRA Assured Payment Option Plus enables you to keep a portion of
your Annuity Account Value in the Investment Funds while periodically
converting such Annuity Account Value to increase the guaranteed lifetime
income under the IRA Assured Payment Option. When you elect the IRA Assured
Payment Option Plus, a portion of your initial contribution or Annuity
Account Value, as applicable, is allocated to the IRA Assured Payment Option

to provide a minimum guaranteed lifetime income, and the remaining
contribution or Annuity Account Value is allocated to the Investment Funds.
Every three years during the fixed period, a portion of the remaining Annuity
Account Value in the Investment Funds is applied to increase the guaranteed
annual payments under the IRA Assured Payment Option.

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.

<PAGE>

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.

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.

INCOME ANNUITY OPTIONS

The Certificates also 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 (10% free corridor amount while either the IRA Assured
Payment Option or IRA Assured Payment Option Plus is in effect) 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 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."

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

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 2.25%.

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 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.

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 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

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 177 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>
<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 (except
the International Fund) 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 commenced operations in May 1995 and no Certificates
were issued prior to that date. 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. Performance data is not
shown for the International Fund as the underlying Portfolio commenced
operation in April 1995.

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.

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
--------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ---------------------- ------ -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $874 $1,018 $1,287 -- $1,325
Growth Investors 881 1,060 1,747 -- 1,811
EQUITY SERIES:
Growth & Income 908 -- -- -- 906
Common Stock 890 1,145 1,443 $3,526 8,809
Global 962 1,255 1,516 -- 1,802
Aggressive Stock 868 973 1,986 -- 4,017
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
--------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ------ -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
Money Market $955 $1,004 $1,140 $1,548 $2,123
Intermediate Govt. Securities 873 1,013 -- -- 1,135
<FN>
- ------------

* See footnote below.
</TABLE>

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

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
-----------------------------------------------------
INVESTMENT THREE FIVE TEN SINCE
FUND ONE YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ---------- -------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors (12.62)% 0.58% 5.18% -- 4.80%
Growth Investors (11.94) 1.97 11.81 -- 10.41
EQUITY SERIES:
Growth & Income (9.25) -- -- -- (4.84)
Common Stock (11.00) 4.61 7.46 13.43% 12.13
Global (3.81) 7.88 8.68 -- 7.64
Aggressive Stock (13.16) (0.90) 14.71 -- 16.71
FIXED INCOME SERIES:
Money Market (4.46) 0.15 2.66 4.47 5.52
Intermediate Govt. Securities (12.72) 0.42 -- -- 3.21
</TABLE>

- ------------
* 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).

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.

<PAGE>

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

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 which includes
reinvested dividends.

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

AGGRESSIVE STOCK: January 27, 1986; 50% Stan- dard & Poor's 500 Mid-Cap Total
Return Index and 50% Russell 2000 Small Stock Index.

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 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 Rollover 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)
</TABLE>

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

* 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:

<TABLE>
<CAPTION>
1976 1977 1978 1979 1980 1981
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK 8.19% (10.27)% 6.99% 28.32% 48.34% (6.93)%
MONEY MARKET - - - - - 5.70
</TABLE>

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
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

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 annual 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 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 of these 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 under the Rollover
IRA. On January 1, 1996 the Guarantee Period maturing on February 15, 2006
will become available without election of the IRA Assured Payment Option or
IRA Assured Payment Option Plus.

Under the IRA Assured Payment Option and IRA Assured Payment Option Plus, in
addition to the Guarantee Periods above, Guarantee Periods ending on February
15 for each of the maturity years 2006 through 2010 are also available. On
January 1, 1996 a Guarantee Period maturing on February 15, 2011 will become
available.

On January 1, 1996 the Guarantee Period maturing on February 15, 1996 will no
longer be available for new allocations.

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 the latest permissible
Annuity Commencement Date.

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.

<PAGE>

Guaranteed Rates for new allocations as of November 1, 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 NOVEMBER 1, OF MATURITY
MATURITY YEAR 1995 VALUE
- --------------- ------------ --------------
<S> <C> <C>
1996 4.40% $98.76
1997 4.60 94.35
1998 4.77 89.87
1999 4.89 85.45
2000 4.94 81.30
2001 5.00 77.23
2002 5.12 73.02
2003 5.16 69.28
2004 5.28 65.26
2005 5.39 61.38
</TABLE>

<PAGE>

Available under the IRA Assured Payment Option and IRA Assured Payment Option
Plus

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 November 1, 1995 would be $428.20
(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 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 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).

(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>

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%
annually. 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, if
greater, the sum of the Guaranteed Period Amounts. 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. Amounts applied under the Life Contingent Annuity become
part of the general account. See "IRA Assured Payment Option," "Life
Contingent Annuity," in Part 6.

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, neither the general account nor the Life Contingent Annuity is
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.

We have been advised that the staff of the SEC has not made a review of the
disclosure that is included in the prospectus for your information that
relates to the general account (other than market value adjustment interests)
and the Life Contingent Annuity. The disclosure, however, may be subject to
certain generally applicable provisions of the Federal securities laws
relating to the accuracy and completeness of statements made in prospectuses.

<PAGE>

PART 5: PROVISIONS OF THE CERTIFICATES AND SERVICES
WE PROVIDE

The provisions discussed in this Part 5 apply when your Certificate is
operating primarily to accumulate Annuity Account Value. Different rules may
apply when you elect the IRA Assured Payment Option or IRA Assured Payment
Option Plus in the application or as later elected as a distribution option
under your Rollover IRA as discussed in Part 6. The provisions of your
Certificate may be restricted by applicable laws or regulations.

AVAILABILITY OF THE CERTIFICATES

The Rollover IRA Certificates are available for issue ages 20 through 78.
These Certificates may not be available in all states.

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 9: 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 9: Tax Aspects of the Certificates." For the
consequences of making a "regular" IRA contribution to your Certificate, also
see Part 9.

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 address designated for contributions.

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 for contributions allocated to the Investment
Funds. Contributions allocated to the Guaranteed Period Account will receive
the Guaranteed Rate(s) in effect for the applicable Guarantee Period(s) on
the date contributions are received. 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
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

<PAGE>

will be returned to the applicant with immediate notification to the
broker-dealer. In no event will less than the full amount of the initial
contribution be returned 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 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 latest permissible 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 maturity year you select
for such specified Guarantee Period may not be later than 10 years nor
earlier than seven years. 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 may only be elected at issue of your Certificate and
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 the IRA Assured Payment Option or IRA Assured Payment Option Plus is

elected in the application for the Certificate, your refund will include any
amount applied under the Life Contingent Annuity. See "IRA Assured Payment
Option," "Life Contingent Annuity" in Part 6.

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 9: Tax

<PAGE>

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.

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.

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 2--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 or
among the Guarantee Periods during the first Contract Year and only one
transfer per Contract Year may be made thereafter.

o Transfers out of the Guaranteed Period Account or among the Guarantee
Periods 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.

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.

<PAGE>

mation. 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.

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 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.

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

(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 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 Contract

<PAGE>

Year such amounts are invested 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, plus (e)
any amount by which the GMDB is increased due to the seventh Contract Year
reset in (1) above.

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" in Part 6.

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

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 7: 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.

<PAGE>

You may receive the Cash Value in a single sum payment or apply it under one
or more of the income annuity options. See "Income Annuity Options" in Part
6. 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 9: Tax Aspects of the
Certificates."

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 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: DISTRIBUTION METHODS UNDER THE CERTIFICATES

The provisions discussed in this Part 6 apply when you elect the IRA Assured
Payment Option or IRA Assured Payment Option Plus in the application or as a
distribution option at a later date, as well as to other distribution methods
under your Certificate.

The Rollover IRA Certificates offer several distribution methods specifically
designed to provide retirement income. The Choice Income Plan which includes
the IRA Assured Payment Option and the Assured Payment Option Plus, may be
elected in the application or as a distribution option at a later date. In
addition, the Certificates provide for Lump Sum Withdrawals, Minimum
Distribution Withdrawals, and Substantially Equal Payment Withdrawals. Fixed
and variable income annuity options are also available for amounts to be
applied at the Annuity Commencement Date. The IRA Assured Payment Option and
IRA Assured Payment Option Plus may not be available in all states.

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 9: 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).

IRA ASSURED PAYMENT OPTION

The IRA Assured Payment Option is designed to provide you with guaranteed
annual payments for your life (SINGLE LIFE) or for the lifetime of you and a
joint Annuitant you designate (JOINT AND SURVIVOR) through a series of
distributions from the Annuity Account Value that are followed by Life
Contingent Annuity payments. Initially you receive annual payments during a
fixed period. These payments represent distributions of the Maturity Values
of serially maturing Guarantee Periods on their Expiration Dates. See
"Guarantee Periods" in Part 4. These payments are designed to pay out the
entire Annuity Account Value by the end of the fixed period (described below)
and to meet or exceed minimum distribution requirements, if applicable. See
"Minimum Distribution Withdrawals" below. The fixed period ends with the
distribution of the Maturity Value of the last Guarantee Period. After the
fixed period, the annual payments are made under the Life Contingent Annuity
described below. See Appendix IV for an example of payments purchased under
an IRA Assured Payment Option.

You may elect the IRA Assured Payment Option at any time if your initial
contribution or Annuity Account Value is at least $25,000 at the time of
election, by submitting a written request satisfactory to us. The IRA Assured
Payment Option may be elected if you are between ages 59 1/2 through 83. If
you are over age 70 1/2 , the availability of this option may be restricted
under certain limited circumstances. See "Tax Considerations for the IRA
Assured Payment Option and IRA APO Plus" in Part 9. The IRA Assured Payment
Option may also be elected as young as age 53 1/2 provided payments do not
start before you attain age 59 1/2 . Once elected, all amounts currently held
under your Rollover IRA must be allocated to the Guarantee Periods and the
Life Contingent Annuity. See "Allocation of Contributions or Annuity Account
Value" below. Additional contributions may be made according to the rules set
forth below and in "Tax-Free Transfers and Rollovers" in Part 9.

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. If the IRA Assured Payment Option
is elected at any time before you attain age 79, rollover and direct transfer
contributions may be made at any time before you attain age 79. 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.

Payments

You may elect to receive level annual payments during the fixed period and
then under the Life

<PAGE>

Contingent Annuity. Or, you may elect to receive payments that increase.
During the fixed period, payments are designed to increase by 10% every three
years. After the end of the fixed period, your first payment under the Life
Contingent Annuity is designed to be 10% greater than the final payment made
under the fixed period. Thereafter, payments under the Life Contingent
Annuity will increase annually based on the increase in the Consumer Price
Index, but in no event will an annual increase be greater than 3% in any
given year or less than 0%.

Payments will generally start within 13 months from the date the IRA Assured
Payment Option is elected. Payments are made on February 15th of each
applicable calendar year. However, you may elect to defer the date payments
will start generally for a period of up to five years. Deferral of the
payment start date permits you to lock in rates at a time when current rates
may be high, while permitting you to delay receiving payments if you have no
immediate need to receive income under your Certificate. In making this
election, you should consider that the amount of income you purchase is based
on the rates applicable on the Transaction Date, so you lock up the current
rate, but if rates rise during the interim, your payments may be less than
they would have been if you had elected the IRA Assured Payment Option at a
later date. Deferral of the payment start date is not available above age 80.
Before you elect to defer the date your payments will start, you should
consider the consequences of this decision on the requirement under the Code
that you take minimum distributions each calendar year with respect to the
value of your IRA. See "Required Minimum Distributions" in Part 9. The
ability to defer the payment start date may not be available in all states.

Required minimum distributions will be calculated based on the Annuity
Account Value in each Guarantee Period and the deemed value of the Life
Contingent Annuity for tax purposes. If at any time your payment under the
IRA Assured Payment Option would be less than the minimum amount required to
be distributed under minimum distribution rules, we will notify you of the
difference. You will have the option to have an additional amount withdrawn
under your Certificate and such withdrawal will be treated as a Lump Sum
Withdrawal; however, no withdrawal charge will apply. An adjustment will be
made to future scheduled payments. Or, you may take the amount from other IRA
funds you may have. See "Lump Sum Withdrawals" below and "Required Minimum
Distributions" in Part 9.

Fixed Period

If you elect level payments, you may select a fixed period of not less than
seven years nor more than 15 years. The maximum fixed period available based
on your age at issue of the Certificate (or attained age if the IRA Assured
Payment Option is elected after issue) is as follows:

<TABLE>
<CAPTION>
AGE MAXIMUM FIXED PERIOD
- --------------- --------------------------------
<S> <C>
70 or under 15 years
71 through 78 85 less your issue/attained age
79 through 83 7 years
</TABLE>

The minimum and maximum fixed period will be reduced by each year you defer
the date payments will start.

If you elect increasing payments, you do not have a choice as to the fixed
period. Based on your age at issue of the Certificate (or your attained age
if the IRA Assured Payment Option is elected after issue), your fixed period
will be as follows:

<TABLE>
<CAPTION>
AGE FIXED PERIOD
- ---------------- ----------------
<S> <C>
70 or under 15 years
71 through 75 12 years
76 through 80 9 years
81 through 83 6 years
</TABLE>

<PAGE>

If you elect increasing payments and defer the date payments will start, your
fixed period will be as follows:

<TABLE>
<CAPTION>
FIXED PERIOD BASED ON
DEFERRAL PERIOD
--------------------------
AGE 1-3 YEARS 4-5 YEARS
- ---------------- ------------ ------------
<S> <C> <C>
70 or under 12 years 9 years
71 through 75 9 years 9 years
76 through 80 6 years 6 years
81 through 83 N/A N/A
</TABLE>

Allocation of Contributions or Annuity Account Value

If the IRA Assured Payment Option is elected in the application, then based
on the amount of your initial contribution, your age and sex (and the age and
sex of the joint Annuitant, if applicable), the form of payments and the
fixed period you select, your entire contribution will be allocated by us. A
portion of such contribution will be allocated among the Guarantee Periods to
provide fixed period payments and a portion will be applied under the Life
Contingent Annuity in order to provide the annual payments for life. If the
IRA Assured Payment Option is elected any time after issue of the Rollover
IRA Certificate or if you cancel IRA Assured Payment Option Plus (discussed
below) and elect the IRA Assured Payment Option, then based on your Annu-

<PAGE>

ity Account Value and the information you provide as described above, your
entire Annuity Account Value, including any amounts currently invested in the
Investment Funds, will be allocated by us among the Guarantee Periods and
applied under the Life Contingent Annuity. While the IRA Assured Payment
Option is in effect, no amounts may be allocated to the Investment Funds. If
amounts in the Guarantee Periods are transferred, a market value adjustment
may apply.

Any subsequent contributions made while the IRA Assured Payment Option is in
effect must be allocated to the Guarantee Periods and applied to the Life
Contingent Annuity. We will determine the allocation of such contributions,
such that your payments will be increased and the fixed period and date that
payments are to start under the Life Contingent Annuity will remain the same.

Life Contingent Annuity

The Life Contingent Annuity provides lifetime annual payments starting after
the end of the fixed period. The portion of your contributions or Annuity
Account Value applied under the Life Contingent Annuity does not have a Cash
Value or an Annuity Account Value and, therefore, does not provide for
transfers or withdrawals.

THERE IS NO DEATH BENEFIT PROVIDED UNDER THE LIFE CONTINGENT ANNUITY AND
ANNUITY INCOME IS PAID ONLY IF YOU (OR A JOINT ANNUITANT) ARE LIVING AT THE
DATE ANNUITY BENEFITS BEGIN. BENEFITS ARE ONLY PAID DURING YOUR LIFETIME AND,
IF APPLICABLE, THE LIFETIME OF A JOINT ANNUITANT. CONSEQUENTLY, YOU SHOULD
CONSIDER THE POSSIBILITY THAT NO AMOUNTS WILL BE PAID UNDER THE LIFE
CONTINGENT ANNUITY IF YOU (OR A JOINT ANNUITANT) DO NOT SURVIVE TO THE DATE
PAYMENTS ARE TO START UNDER SUCH ANNUITY.

You may elect to have the Life Contingent Annuity provide level or increasing
payments on a Single Life or a Joint and 100% to Survivor basis. If you elect
increasing payments, the payments will increase annually based on the
increase in the Consumer Price Index, but in no event greater than 3% per
year nor less than 0%. The Life Contingent Annuity may also provide payments
on a Joint and one-half to Survivor or a Joint and two-thirds to Survivor
basis.

Payments under the Life Contingent Annuity will be made to you annually
during your lifetime (and the lifetime of the joint Annuitant, if applicable)
on the same date of the year as the payments that were made during the fixed
period.

Election Restrictions under Joint and
Survivor

Election of the IRA Assured Payment Option with a Joint and Survivor form of
the Life Contingent Annuity is subject to the following restrictions: (i) the
joint Annuitant must be your spouse; (ii) neither you nor the joint Annuitant
can be over age 83; (iii) under level payments if you elect the Joint and
100% to Survivor form, only the longest fixed period is permitted; and (iv)
the fixed period may be limited by the minimum distribution rules. See
"Required Minimum Distributions" in Part 9.

Withdrawals under the IRA Assured
Payment Option

While the IRA Assured Payment Option is in effect, if you take a Lump Sum
Withdrawal as described under "Lump Sum Withdrawals" below (or if a Lump Sum
Withdrawal is made to satisfy minimum distribution requirements under the
Certificate), such withdrawals will be taken from all Guarantee Periods to
which your Annuity Account Value is allocated such that the amount of the
annual payments and the length of the fixed period will be reduced, and the
date payments are to start under the Life Contingent Annuity will be
accelerated. Additional amounts above the amount of the requested withdrawal
may be withdrawn from the Guarantee Periods and applied to the Life
Contingent Annuity to the extent necessary to achieve this result. After a
withdrawal, the same pattern of payments will continue in reduced amounts for
your life, and if applicable, the life of your joint Annuitant. If you have
elected increasing payments, the first reduction in your payments will take
place no later than the date of the next planned increase.

Minimum Distribution Withdrawals and Substantially Equal Payment Withdrawals
may not be elected while the IRA Assured Payment Option is in effect. See
"Minimum Distribution Withdrawals," and "Substantially Equal Payment
Withdrawals" below.

Death Benefit

Once you have elected the IRA Assured Payment Option, if a death benefit
becomes payable during the fixed period we will pay the death benefit amount,
as described under "Death Benefit" in Part 5, to the designated beneficiary.
Unless you have elected a Joint and Survivor form under the Life Contingent
Annuity, no payment will be made under the Life Contingent Annuity. The death
benefit payable relates only to the Guarantee Periods under the Certificate;
a death benefit is never payable under the Life Contingent Annuity.

<PAGE>

If you have elected a Joint and Survivor form of annuity under the Life
Contingent Annuity, payments will be made to you or the joint Annuitant, if
living on the date payments are to start. The designated beneficiary and the
joint Annuitant must be your spouse.

Termination of the IRA Assured
Payment Option

The IRA Assured Payment Option will be terminated if: (i) you cancel such
option at any time by sending a written request satisfactory to us; (ii) you
submit a subsequent contribution and you do not want it applied under the IRA
Assured Payment Option; (iii) you request a transfer of your Annuity Account
Value as described under "Transfers Among Investment Options" in Part 5,
while the IRA Assured Payment Option is in effect; or (iv) you request a
change in the date the payments are to start under the Life Contingent
Annuity. Once the IRA Assured Payment Option is terminated, in order to
receive distributions from your Annuity Account Value you must utilize the
withdrawal options described under "Withdrawals" below. Although the Life
Contingent Annuity will continue in effect and payments will be made if you
or your joint Annuitant, if applicable, are living on the date payments are
to start additional Life Contingent Annuity payments may not be purchased.
You may elect to start the IRA Assured Payment Option again by submitting a
written request satisfactory to us, but no sooner than three years after the
Option was terminated. If you elected the IRA Assured Payment Option at age
70 1/2 or older and subsequently terminate this Option, required minimum
distributions must continue to be made with respect to your Certificate. If
you elected the IRA Assured Payment Option at age 79 (may apply beginning at
older ages in some states) or above and subsequently terminate this Option,
annuity payments must commence no later than the calendar year in which you
attain age 90.

Before terminating the IRA Assured Payment Option, you should consider the
implications this may have under the minimum distribution requirements. See
"Tax Considerations for the IRA Assured Payment Option and IRA APO Plus" in
Part 9.

Income Annuity Options and Surrendering
the Certificates

If you elect an annuity benefit as described under "Income Annuity Options"
below, or surrender the Certificate for its Cash Value as described under
"Surrendering the Certificates to Receive the Cash Value" in Part 5, once we
receive your returned Certificate, your Certificate will be returned to you
with a notation that the Life Contingent Annuity is still in effect.
Thereafter, no subsequent contributions will be accepted under the
Certificate and no amounts may be applied under the Life Contingent Annuity.

Withdrawal Charge

While the IRA Assured Payment Option is in effect, withdrawal charges will
not apply to the level or increasing payments made during the fixed period.
Except as necessary to meet minimum distribution requirements under the
Certificate, Lump Sum Withdrawals will be subject to a withdrawal charge and
will have a 10% free corridor available. Upon termination of the IRA Assured
Payment Option, the free corridor will apply as described under "Withdrawal
Charge" in Part 7.

IRA ASSURED PAYMENT OPTION PLUS

The IRA Assured Payment Option Plus (IRA APO Plus) is a variation of the IRA
Assured Payment Option. Except as indicated below, all provisions of the IRA
Assured Payment Option apply to IRA APO Plus. IRA APO Plus enables you to
keep a portion of your Annuity Account Value in the Investment Funds while
periodically converting such Annuity Account Value to increase the guaranteed
lifetime income under the IRA Assured Payment Option. When you elect IRA APO
Plus, a portion of your initial contribution or Annuity Account Value as
applicable is allocated by us to the IRA Assured Payment Option to provide a
minimum guaranteed lifetime income through allocation of amounts to the
Guarantee Periods and the Life Contingent Annuity, and the remaining Annuity
Account Value remains in the Investment Funds. Two years from the date the
first payment is made and then every three years thereafter during the fixed
period, a portion of the remaining Annuity Account Value in the Investment
Funds is applied to increase the guaranteed level annual payments under the
IRA Assured Payment Option.

IRA APO Plus allows you to remain invested in the Investment Funds for longer
than would be possible if you applied your entire Annuity Account Value all
at once to the IRA Assured Payment Option or to an income annuity option,
while utilizing an "exit strategy" to provide retirement income.

The fixed period under IRA APO Plus will be based on your age at issue of the
Certificate (or attained age if IRA APO Plus is elected after issue) and will
be the same as the periods indicated for increasing payments under "IRA
Assured Payment Option" above.

You may elect to defer the payment start date as described in "Payments"
under "IRA Assured Payment Option," above. The fixed period will also be as

<PAGE>

indicated for deferral of the payment start date for increasing payments
under the IRA Assured Payment Option.

If a deferral period of three years or more is elected, one year prior to the
date the first payment is made then every three years thereafter during the
fixed period, a portion of the remaining Annuity Account Value in the
Investment Funds is applied to increase the guaranteed level annual payments
as described above.

You elect IRA APO Plus in the application or at a later date by submitting
the proper form. IRA APO Plus may not be elected if the IRA Assured Payment
Option is already in effect.

The amount applied under IRA APO Plus is either the initial contribution if
IRA APO Plus is elected at issue of the Certificate, or the Annuity Account
Value if IRA APO Plus is elected after issue of the Certificate. Out of a
portion of the amount applied, level annual payments are provided under the
IRA Assured Payment Option equal to the initial payment that would have been
provided on the Transaction Date by the allocation of the entire amount to
increasing payments as described in "Payments" under "IRA Assured Payment
Option," above. The difference between the amount required for level payments
and the amount required for increasing payments is allocated to the
Investment Funds in accordance with your instructions. If you have Annuity
Account Value in the Guaranteed Period Account at the time this option is
elected, a market value adjustment may apply as a result of such amounts
being transferred to effect the IRA Assured Payment Option.

On the Transaction Date immediately following each third payment (or one year
prior to the first payment under a deferral schedule and immediately
following each third payment thereafter) during the fixed period while you
are living, a portion of the Annuity Account Value in the Investment Funds is
taken pro rata from the Annuity Account Value in each Investment Fund and is
applied to increase the level payments under the IRA Assured Payment Option.
The amount applied is the amount which provides for level payments equal to
the initial payment that would have been provided by the allocation of the
entire Annuity Account Value to increasing payments, as described in the
preceding paragraph. This process is repeated each third year during the
fixed period. On the Transaction Date immediately following the last payment
during the fixed period, the remaining Annuity Account Value in the
Investment Funds is first applied to the Life Contingent Annuity to change
the level payments previously purchased to increasing payments. If there is
any Annuity Account Value remaining after the increasing payments are
purchased, this balance is applied to the Life Contingent Annuity to further
increase such increasing payments. If the Annuity Account Value in the
Investment Funds is insufficient to purchase the increasing payments, then
the level payments previously purchased will be increased to the extent
possible.

While IRA APO Plus provides a minimum guaranteed lifetime payment under the
IRA Assured Payment Option, the total amount of income that can be provided
over time will depend on the investment performance of the Investment Funds
in which you have Annuity Account Value, as well as the current Guaranteed
Rates and the cost of the Life Contingent Annuity, which may vary.
Consequently, the aggregate amount of guaranteed lifetime income under IRA
APO Plus may be more or less than the amount that could have been purchased
by application at the outset of the entire initial contribution or Annuity
Account Value to the IRA Assured Payment Option.

See Appendix IV for an example of the payments purchased under the IRA
Assured Payment Option and IRA APO Plus.

In calculating your required minimum distributions your Annuity Account Value
in the Investment Funds, the Annuity Account Value in each Guarantee Period
and the deemed value of the Life Contingent Annuity for tax purposes will be
taken into account as described in "Payments" under "IRA Assured Payment
Option," above. Also see "Required Minimum Distributions" in Part 9.

Allocation of Subsequent Contributions under IRA APO Plus

Any subsequent contributions you make may only be allocated to the Investment
Funds, where it is later applied by us under the IRA Assured Payment Option.
Subsequent contributions will be allocated among the Investment Options
according to your allocation percentages. Allocation percentages can be
changed at any time by writing to our Processing Office. Subsequent
Contributions may no longer be made after the end of the fixed period.

Transfers Among Investment Options under IRA APO Plus

While IRA APO Plus is in effect, you may transfer all or a portion of your
Annuity Account Value in the Investment Funds, among the Investment Funds in
any way you choose. However, you may not transfer Annuity Account Value from
the Investment Funds to the Guaranteed Period Account.

<PAGE>

Withdrawals under IRA APO Plus

While IRA APO Plus is in effect, if you take a Lump Sum Withdrawal as
described under "Lump Sum Withdrawals" below (or if a Lump Sum Withdrawal is
made to satisfy minimum distribution requirements under the Certificate),
such withdrawals will be taken on a pro rata basis from your Annuity Account
Value in the Investment Funds unless you specify otherwise. If there is
insufficient value in the Investment Funds the excess will be taken from the
Guarantee Periods as described under "Withdrawals under the IRA Assured
Payment Option" above.

A Lump Sum Withdrawal taken to satisfy minimum distribution requirements
under the Certificate will not be subject to a withdrawal charge.

Death Benefit

Once you have elected IRA APO Plus, if a death benefit becomes payable during
the fixed period we will pay the death benefit amount as described under
"Death Benefit" in Part 5, to the designated beneficiary. Unless you have
elected Joint and Survivor under the Life Contingent Annuity, no payment will
be made under the Life Contingent Annuity. The death benefit relates only to
the Investment Funds and the Guarantee Periods under the Certificate; a death
benefit is never payable under the Life Contingent Annuity.

Termination of IRA APO Plus

You may terminate IRA APO Plus at any time by submitting a request
satisfactory to us. In connection with the termination, you may either (i)
elect to terminate IRA APO Plus at any time and have your Certificate operate
under the Rollover IRA rules (see "Part 5: Provisions of the Certificates and
Services We Provide") or (ii) elect the IRA Assured Payment Option with level
or increasing payments. In the latter case your remaining Annuity Account
Value in the Investment Funds will be allocated to the Guarantee Periods and
applied under the Life Contingent Annuity. A market value adjustment may
apply. At least 45 days prior to the end of each three year period, we will
send you a quote indicating how much future income could be provided under
the IRA Assured Payment Option. The quote would be based on your current
Annuity Account Value, current Guaranteed Rates for the Guarantee Periods and
current purchase rates under the Life Contingent Annuity as of the date of
the quote. The actual amount of future income would depend on the rates in
effect on the Transaction Date.

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.
Three withdrawal options are available: Lump Sum Withdrawals, Minimum
Distribution Withdrawals and Substantially Equal Payment Withdrawals.
Withdrawals may result in withdrawal charges. "See Part 7: Deductions and
Charges." Special withdrawal rules may apply under the IRA Assured Payment
Option and IRA APO Plus.

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. Withdrawals may be taxable and subject to tax penalty. See
"Part 9: Tax Aspects of the Certificates."

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 9: Tax Aspects
of the Certificates."

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 Transaction Date 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," in
Part 5. 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.

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" in Part 5. If we receive
only partially completed information, our Processing Office will contact you

for specific instructions before your request can be processed.

Lump Sum Withdrawals in excess of the 15% free corridor amount may be subject
to a withdrawal

<PAGE>

charge. While either the IRA Assured Payment Option or IRA APO Plus is in
effect, Lump Sum Withdrawals that exceed the 10% free corridor amount may be
subject to a withdrawal charge. See "Withdrawal Charge" in Part 7.

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 7.

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 6.0% Rate of Return

Amount
Age Withdrawn
- --- ---------
70 $6,250
75 7,653
80 8,667
85 8,770
90 6,931
95 3,727
100 1,179

[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 6.0% 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.

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 9. 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.

<PAGE>

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 the 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 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 a 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

<PAGE>

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.

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 unless the IRA Assured Payment Option
or IRA APO Plus is in effect. Also, if the IRA Assured Payment Option or IRA
APO Plus was elected after age 78 (may apply beginning at older ages in some
states) and you subsequently terminate the option, the Annuity Commencement
Date must commence no later than the calendar year in which you attain age
90.

Before the Annuity Commencement Date, we will send you 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 (1) the Annuity Account Value for any life annuity form or
(2) the Cash Value for any period certain only annuity form except that if
the period certain is more than five years, the amount applied will be no
less than 95% of the Annuity Account 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 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 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 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
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.

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.

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>

PART 7: 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, 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.

While either the IRA Assured Payment Option or IRA APO Plus is in effect,
no withdrawal charge will be applied during any Contract Year in which (i)
the amount of the Lump Sum Withdrawal does not exceed 10% of the Annuity
Account Value at the beginning of the Contract Year; and (ii) a Lump Sum
Withdrawal is taken to satisfy minimum distribution requirements under the
Certificate. The 10% maximum is called the free corridor amount under the
IRA Assured Payment Option and IRA APO Plus.

A free corridor amount is not applicable to a surrender.

The withdrawal charge is to help cover sales expenses.

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 0.20% 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

<PAGE>

mined 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 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

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 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:

<PAGE>

<TABLE>
<CAPTION>
DAILY AVERAGE NET ASSETS
-------------------------------------
FIRST $350 NEXT $400 OVER $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%

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

<PAGE>

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.

SPONSORED ARRANGEMENTS

For certain sponsored arrangements, we may reduce the annual contract fee and
the withdrawal charge or change the minimum initial contribution
requirements. Under the IRA Assured Payment Option and IRA APO Plus, we may
increase Guaranteed Rates and reduce purchase rates under the Life Contingent
Annuity. We may also change the guaranteed minimum death benefit. 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 sponsoring organization among other factors. We
take all these factors into account when reducing charges. To qualify for
reduced charges, a sponsored arrangement must meet certain requirements,
including our requirements for size and number of years in existence.
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 withdrawal charge or annual contract
fee will reflect differences in costs or services and will not be unfairly
discriminatory.

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 PURCHASING OR MAKING CERTIFICATES AVAILABLE FOR
PURCHASE UNDER A SPONSORED ARRANGEMENT SEEK THE ADVICE OF THEIR OWN LEGAL AND
BENEFITS ADVISERS.

<PAGE>

PART 8: 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 Rollover IRA 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 9: TAX ASPECTS OF THE CERTIFICATES

TAX-QUALIFIED INDIVIDUAL RETIREMENT ANNUITIES (IRAS)

Introduction

The Rollover IRA Certificate is designed to qualify as an IRA under Section
408(b) of the Code. Your rights under the Rollover IRA cannot be forfeited.

This prospectus contains the information which the Internal Revenue Service
(IRS) requires to be disclosed to an individual before he or she purchases an
IRA.

This Part covers some of the special tax rules that apply to individual
retirement arrangements. You should be aware that an IRA is subject to
certain restrictions in order to qualify for its special treatment under the
Federal tax law.

This prospectus provides our general understanding of applicable Federal
income tax rules, but 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 Rollover IRA Certificates.

Further information on IRA tax matters can be obtained from any IRS district
office. Additional information regarding IRAs, including a discussion of
required distributions, can be found in IRS Publication 590, entitled
"Individual Retirement Arrangements (IRAs)," which is generally updated
annually.

The Rollover IRA Certificate has been approved by the IRS as to form for use
as an IRA. This IRS approval is a determination only as to the form of the
annuity and does not represent a determination of the merits of the annuity
as an investment.

Cancellation

You can cancel a Certificate issued as an IRA by following the directions in
Part 5 under "Free Look Period." Since there may be adverse tax consequences
if a Certificate is cancelled (and because we are required to report to the
IRS certain distributions from cancelled IRAs), you should consult with a tax
adviser before making any such decision. If you cancel this Certificate, you
may establish a new individual retirement arrangement if at the time you meet
the requirements for establishing an individual retirement arrangement.

Contributions to IRAs

The Code permits a working individual to make deductible or nondeductible
contributions to a contract or certificate that qualifies as an IRA. The Code
also allows tax-free rollovers (directly or otherwise) of certain
distributions from tax-qualified plans which are used to purchase an IRA.

The initial contribution to the Certificate must be either a rollover or a
direct custodian-to-custodian transfer. See "Tax-Free Transfers and
Rollovers," discussed below. Any subsequent contributions you make may be any
of rollovers, direct transfers or "regular" IRA contributions. See
"Contributions Under the Certificates" in Part 5. The immediately following
discussion relates to "regular" IRA contributions. For the reasons noted in
"Tax-Free Transfers and Rollovers" below, you should consult with your tax
adviser before making any subsequent contributions to an IRA which is
intended to serve as a "conduit" IRA.

Generally, $2,000 is the maximum amount of deductible and nondeductible
contributions which may be made to all IRAs by an individual in any taxable
year. The above limit may be less when the individual's earnings are below
the applicable amount. These limits do not apply to rollover contributions or
direct custodian-to-custodian transfers into an IRA.

If neither the individual nor the individual's spouse is covered during any
part of the taxable year by an employer-sponsored tax-favored retirement plan
(including a qualified plan, a tax sheltered account or annuity under Section
403(b) of the Code (TSA) or a simplified employee pension plan), then
regardless of adjusted gross income (AGI), each working spouse may make
deductible contributions to an IRA for each tax year (MAXIMUM PERMISSIBLE
DOLLAR DEDUCTION) up to the lesser of $2,000 or 100% of compensation. If the
spouse does not work or elects to be treated as having no compensation, the
individual and the individual's spouse may contribute up to $2,250 to
individual retirement arrangements (but no more than $2,000 to any one
individual retirement arrangement). The non-working spouse owns his or her
individual retirement arrangements, even if the working spouse makes
contributions to purchase the spousal individual retirement arrangements. In
certain cases, individuals covered by a tax-favored retirement plan include
persons eligible to participate in the plan although not actually
participating. Whether or not a person is covered by a retirement plan will
be reported on an employee's Form W-2.

<PAGE>

If the individual is single and covered by a retirement plan during any part
of the taxable year, the deduction for IRA contributions phases out with AGI
between $25,000 and $35,000. If the individual is married and files a joint
return, and either the individual or the spouse is covered by a tax-favored
retirement plan during any part of the taxable year, the deduction for IRA
contributions phases out with AGI between $40,000 and $50,000. If the
individual is married, files a separate return and is covered by a
tax-favored retirement plan during any part of the taxable year, the
deduction for IRA contributions phases out with AGI between $0 and $10,000.
Married individuals filing separate returns must take into account the
retirement plan coverage of the other spouse, unless the couple has lived
apart for the entire taxable year. If AGI is below the phase-out range, an
individual is entitled to the Maximum Permissible Dollar Deduction. In
computing the partial deduction for IRA contributions the individual must
round the amount of the deduction to the nearest $10. The permissible
deduction for IRA contributions is a minimum of $200 if AGI is less than the
amount at which the deduction entirely phases out.

If the individual (or the individual's spouse, unless the couple has lived
apart the entire taxable year and their filing status is married, filing
separately) is covered by a tax-favored retirement plan, the deduction for
IRA contributions must be computed using one of two methods. Under the first
method, the individual determines AGI and subtracts $25,000 if the individual
is a single person, $40,000 if the individual is married and files a joint
return with the spouse, or $0 if the individual is married and files a
separate return. The resulting amount is the individual's Excess AGI. The
individual then determines the limit on the deduction for IRA contributions
using the following formula:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Adjusted
Maximum Dollar
$10,000-Excess AGI Permissible Deduction
$10,000 X Dollar Deduction = Limit
</TABLE>

Under the second method, the individual determines his or her Excess AGI and
then refers to the table in Appendix V originally prepared by the IRS to
determine the deduction.

Contributions may be made for a tax year until the deadline for filing a
Federal income tax return for that tax year (without extensions). No
contributions are allowed for the tax year in which an individual attains age
70 1/2 or any tax year after that. A working spouse age 70 1/2 or over,
however, can contribute up to the lesser of $2,000 or 100% of "earned income"
to a spousal individual retirement arrangement for a non-working spouse until
the year in which the non-working spouse reaches age 70 1/2 .

An individual not eligible to deduct part or all of the IRA contribution may
still make nondeductible contributions on which earnings will accumulate on a
tax-deferred basis. The deductible and nondeductible contributions may not,
however, together exceed the lesser of the $2,000 limit (or $2,250 spousal
limit) or 100% of compensation for each tax year. See "Excess Contributions"
below. Individuals must keep their own records of deductible and
nondeductible contributions in order to prevent double taxation on the
distribution of previously taxed amounts. See "Distributions from IRA
Certificates" below.

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

Excess Contributions

Excess contributions to an IRA are subject to a 6% excise tax for the year in
which made and for each year thereafter until withdrawn. In the case of
"regular" IRA contributions any contribution in excess of the lesser of
$2,000 or 100% of compensation or earned income is an "excess contribution,"
(without regard to the deductibility or nondeductibility of IRA contributions
under this limit). Also, any "regular" contributions made after you reach age
70 1/2 are excess contributions. In the case of rollover IRA contributions,
excess contributions are amounts which are not eligible to be rolled over
(for example, after tax contributions to a qualified plan or minimum
distributions required to be made after age 70 1/2 ). An excess contribution
(rollover or "regular") which is withdrawn, however, before the time for
filing the individual's Federal income tax return for the tax year (including
extensions) is not includable in income and therefore is not subject to the
10% penalty tax on early distributions (discussed below under "Penalty Tax on
Early Distributions"), provided any earnings attributable to the excess
contribution are also withdrawn and no tax deduction is taken for the excess
contribution. The withdrawn earnings on the excess contribution, however,
would be includable in the individual's gross income and would be subject to
the 10% penalty tax. If excess contributions are not withdrawn before the
time for filing the individual's Federal income tax return for

<PAGE>

the year (including extensions), "regular" contributions may still be
withdrawn after that time if the IRA contribution for the tax year did not
exceed $2,250 and no tax deduction was taken for the excess contribution; in
that event, the excess contribution would not be includable in gross income
and would not be subject to the 10% penalty tax. Lastly, excess "regular"
contributions may also be removed by underutilizing the allowable
contribution limits for a later year.

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

Tax-Free Transfers and Rollovers

The Rollover IRA will accept a rollover from an individual retirement account
or retirement bond or another IRA that consists of amounts which were
accumulated from previous individual retirement accounts or IRA contributions
(and any earnings thereon) and amounts derived from eligible rollover
distributions from qualified plans or TSAs (and any earnings thereon).

The rollover amount must be transferred to the Certificate either as a direct
rollover of an "eligible rollover distribution" (described below) or as a
rollover by the individual plan participant or owner of the individual
retirement arrangement. In the latter cases, the rollover must be made within
60 days of the date the proceeds from another individual retirement
arrangement or an eligible rollover distribution from a qualified plan or TSA
were received. The taxable portion of any distribution (except for any
required minimum distribution under Section 401(a)(9) of the Code) from a
qualified plan or TSA is an eligible rollover distribution and may be rolled
over tax-free to an IRA unless the distribution is one of a series of
substantially equal periodic payments made (not less frequently than
annually) (1) for the life (or life expectancy) of the plan participant or
the joint lives (or joint life expectancies) of the plan participant and his
or her designated beneficiary, or (2) for a specified period of ten years or
more.

Under some circumstances, amounts from a Certificate may be rolled over on a
tax-free basis to a qualified plan. To get this "conduit" IRA treatment, the
source of funds used to establish the IRA must be a rollover contribution
from the qualified plan and the entire amount received from the IRA
(including any earnings on the rollover contribution) must be rolled over
into another qualified plan within 60 days of the date received. Similar
rules apply in the case of a TSA. If you make a contribution to the
Certificate which is from an eligible rollover distribution and you commingle
such contribution with other contributions, you may not be able to roll over
these eligible rollover distribution contributions and earnings to another
qualified plan (or TSA, as the case may be) at a future date, unless the Code
permits.

Under the conditions and limitations of the Code, an individual may elect for
each IRA to make a tax-free rollover once every 12-month period among
individual retirement arrangements (including rollovers from retirement bonds
purchased before 1983). Custodian-to-custodian transfers are not rollovers
and can be made more frequently than once a year.

The same tax-free treatment applies to amounts withdrawn from the Certificate
and rolled over into other individual retirement arrangements unless the
distribution was received under an inherited IRA. Tax-free rollovers are also
available to the surviving spouse beneficiary of a deceased individual, or a
spousal alternate payee of a qualified domestic relations order applicable to
a qualified plan. In some cases, IRAs can be transferred on a tax-free basis
between spouses or former spouses incidental to a judicial decree of divorce
or separation.

Distributions from IRA Certificates

Income or gains on contributions under IRAs are not subject to Federal income
tax until benefits are distributed to the individual. Distributions include
withdrawals from your Certificate, surrender of your Certificate and annuity
payments from your Certificate. Death benefits are also distributions. Except
as discussed below, the amount of any distribution from an IRA is fully
includable by the individual in gross income.

If the individual makes non-deductible IRA contributions, those contributions
are recovered tax-free when distributions are received. The individual must
keep records of all nondeductible contributions. At the end of each tax year
in which the individual has received a distribution, the individual
determines a ratio of the total nondeductible IRA contributions (less any
amounts previously withdrawn tax-free) to the total account balances of all
IRAs held by the individual at the end of the tax year (including rollover
IRAs) plus all IRA distributions made during such tax year. The resulting
ratio is then multiplied by all distributions from the IRA during that tax
year to determine the nontaxable portion of each distribution.

<PAGE>

In addition, a distribution (other than a required minimum distribution
received after age 70 1/2 ) is not taxable if (1) the amount received is a
return of excess contributions which are withdrawn, as described under
"Excess Contributions" above, (2) the entire amount received is rolled over
to another individual retirement arrangement (see "Tax-Free Transfers and
Rollovers" above) or (3) in certain limited circumstances, where the IRA acts
as a "conduit," the entire amount is paid into a qualified plan or TSA that
permits rollover contributions.

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

Required Minimum Distributions

Distributions from IRAs generally must commence no later than April 1st of
the calendar year following the calendar year in which the individual attains
age 70 1/2 (Required Beginning Date). Subsequent distributions must be made
by December 31st of each calendar year. Distributions can generally be made
(1) in a lump sum payment, (2) over the life of the individual, (3) over the
joint lives of the individual and his or her designated beneficiary, (4) over
a period not extending beyond the life expectancy of the individual or (5)
over a period not extending beyond the joint life expectancies of the
individual and his or her designated beneficiary.

The minimum amount required to be distributed in each year after age 70 1/2
is described in the Code and Treasury regulations. An individual may
recompute his or her minimum distribution amount each year based on the
individual's current life expectancy as well as that of the spouse. No
recomputation is permitted, however, for a beneficiary other than a spouse.
If there is an insufficient distribution in any year, a 50% tax may be
imposed on the amount by which the minimum required to be distributed exceeds
the amount actually distributed. The penalty tax may be waived by the
Secretary of the Treasury in certain limited circumstances. Failure to have
distributions made as the Code and Treasury regulations require may result in
disqualification of your IRA. See "Tax Penalty for Insufficient
Distributions" below.

Your required minimum distribution for any taxable year is calculated by
taking into account the required minimum distribution from each of your
individual retirement arrangements. The IRS, however, does not require that
you make the required distribution from each individual retirement
arrangement that you maintain. As long as the total amount distributed
annually satisfies your overall minimum distribution requirement, you may
choose to take your annual required distribution from any one or more
individual retirement arrangements that you maintain.

If the individual dies after distribution in the form of an annuity has
begun, or after the Required Beginning Date, payment of the remaining
interest must be made at least as rapidly as under the method used prior to
the individual's death. If an individual dies before the Required Beginning
Date and before distributions in the form of an annuity begin, distributions
of the individual's entire interest under the Certificate must be completed
within five years after death, unless payments to a designated beneficiary
begin within one year of the individual's death and are made over the
beneficiary's life or over a period certain which does not extend beyond the
beneficiary's life expectancy.

Taxation of Death Benefits

If the surviving spouse is the designated beneficiary, the spouse may delay
the commencement of such payments up until the individual would have attained
70 1/2 . In the alternative, a surviving spouse may elect to roll over the
inherited IRA into the surviving spouse's own IRA. If you elect to have your
spouse be the sole primary beneficiary and to be the successor Annuitant and
Certificate Owner, then your surviving spouse automatically becomes both the
successor Certificate Owner and Annuitant, and no death benefit is payable
until the surviving spouse's death.

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

Guaranteed Minimum Death Benefit

The Code provides that no part of an individual retirement account may be
invested in life insurance contracts. Treasury Regulations provide that an
individual retirement account may be invested in an annuity contract which
provides a death benefit of the greater of premiums paid or the contract's
cash value. Your Certificate provides a minimum death benefit guarantee that
in certain circumstances may be greater than either of contributions made or
the Annuity Account Value. Although there is no ruling regarding the type of
minimum death benefit guarantee provided by the Certificate, Equitable Life
believes that the Certificate's minimum death benefit guarantee should not
adversely affect the qualification of the Certificate as an IRA.
Nevertheless, it is possible that the IRS could disagree, or take the
position that some portion of the charge in the

<PAGE>

Certificate for the minimum death benefit guarantee should be treated for
Federal income tax purposes as a taxable partial withdrawal from the
Certificate. If this were so, such a deemed withdrawal would also be subject
to tax penalty for Certificate Owners under age 59 1/2 .

Tax Considerations for the IRA Assured Payment Option and IRA APO Plus

Although the Life Contingent Annuity does not have a Cash Value, it will be
assigned a value for tax purposes which will generally change each year. This
value must be taken into account when determining the amount of required
minimum distributions from your IRA even though the Life Contingent Annuity
may not be providing a source of funds to satisfy such required minimum
distribution. Accordingly, before you apply any IRA funds under the IRA
Assured Payment Option or IRA APO Plus or terminate such Options, you should
be aware of the tax considerations discussed below. Consult with your tax
adviser to determine the impact of electing the IRA Assured Payment Option
and IRA APO Plus in view of your own particular situation.

When funds have been allocated to the Life Contingent Annuity, you will
generally be required to determine your required minimum distribution by
annually recalculating your life expectancy. The IRA Assured Payment Option
and IRA APO Plus will not be available if you have previously made a
different election. Recalculation is no longer required once the only
payments you or your spouse receive are under the Life Contingent Annuity.

If prior to the date payments are to start under the Life Contingent Annuity,
you surrender your Certificate, or withdraw any remaining Annuity Account
Value, it may be necessary for you to satisfy your required minimum
distribution by accelerating the start date of payments for your Life
Contingent Annuity, or to the extent available, take distributions from other
IRA funds you may have. Alternatively you may convert your IRA Life
Contingent Annuity under the IRA Rollover to a non-qualifed Life Contingent
Annuity. This would be viewed as a distribution of the value of the Life
Contingent Annuity from the IRA, and therefore, would be a taxable event.
However, since the Life Contingent Annuity would no longer be part of an IRA,
its value would not have to be taken into account in determining future
required minimum distributions.

If you have elected a Joint and Survivor form of the Life Contingent Annuity,
the joint Annuitant must be your spouse. You must determine your required
minimum distribution by annually recalculating both your life expectancy and
your spouse's life expectancy. The IRA Assured Payment Option and IRA APO
Plus will not be available if you have previously made a different election.
Recalculation is no longer required once the only payments you or your spouse
receive are under the Life Contingent Annuity. The value of such an annuity
will change in the event of your death or the death of your spouse. For this
reason, it is important that we be informed if you or your spouse dies before
the Life Contingent Annuity has started payments so that a lower valuation
can be made. Otherwise a higher tax value may result in an overstatement of
the amount that would be necessary to satisfy your required minimum
distribution amount.

Allocations of funds to the Life Contingent Annuity may prevent the
Certificate from later receiving "conduit" IRA treatment. See "Tax-Free
Transfers and Rollovers" above.

Prohibited Transaction

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

PENALTY TAX ON EARLY DISTRIBUTIONS

The taxable portion of IRA distributions will be subject to a 10% penalty tax
unless the distribution is made (1) on or after your death, (2) because you
have become disabled, or (3) on or after the date when you reach age 59 1/2 .

A payout over your life or life expectancy (or joint and survivor lives or
life expectancies), which is part of a series of substantially equal periodic
payments made at least annually, is also not subject to penalty tax. To
permit you to meet this exception, Equitable Life has designed Substantially
Equal Payment Withdrawals described in Part 6. 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

<PAGE>

Equal Payment Withdrawals are not subject to the 10% penalty tax, they are
taxable as discussed in "Distributions from IRA Certificates," above. 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.

TAX PENALTY FOR INSUFFICIENT
DISTRIBUTIONS

You must begin receiving minimum distributions from an IRA no later than
April 1st of the calendar year following the calendar year in which you
attain age 70 1/2 . Once distributions begin, subsequent distributions must
be made by December 31st of each calendar year. Failure to make required
distributions may cause the disqualification of the IRA.

Disqualification may result in current taxation of your entire benefit. In
addition a 50% penalty tax may be imposed on the difference between the
required distribution amount and the amount actually distributed, if any.

We are not permitted to make distributions from a Certificate before the
Annuity Commencement Date unless a request has been made. It is your
responsibility to comply with the minimum distribution rules. You should
consult with your tax adviser concerning these rules and their proper
application to your situation.

TAX PENALTY FOR EXCESS DISTRIBUTIONS OR ACCUMULATION

A 15% excise tax applies to an individual's aggregate excess distributions
from all tax-favored retirement plans (including IRAs). The excise tax is in
addition to the ordinary income tax due but is reduced by the amount (if any)
of the early distribution penalty tax imposed by the Code. The aggregate
distributions in any year will be subject to excise tax if they exceed an
indexed amount ($150,000 in 1995).

In addition, in certain cases the estate tax imposed on a deceased
individual's estate will be increased if the accumulated value of the
individual's interest in qualified annuities and tax favored retirement plans
is excessive.

FEDERAL AND STATE INCOME TAX
WITHHOLDING

Equitable Life is required to withhold Federal income tax from IRA
distributions, 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 per year
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

<PAGE>

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.

GENERATION SKIPPING TAX

As a general rule, if death benefits are payable to a person two or more
generations younger than the Certificate Owner, 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 allowed 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.

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.

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 and individual retirement arrangements. 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.

<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.

<TABLE>
<CAPTION>
ASSUMED
GUARANTEED RATE ON
FEBRUARY 15, 2000
----------------------
5.00% 9.00%
---------- ----------
<S> <C> <C>
As of February 15, 2000 (Before Withdrawal)
- -------------------------------------------
(1) Present Value of Maturity Value, also
Annuity Account Value ..................... $144,048 $119,487
(2) Guaranteed Period Amount ............... 131,080 131,080
(3) Market Value Adjustment: (1)-(2) ...... 12,968 (11,593)

On February 15, 2000 (After Withdrawal)
- -------------------------------------------
(4) Portion of (3) Associated
with Withdrawal: (3) x [$50,000
(divided by) (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 or the Intermediate Government Securities 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 ACCOUNT NON-NEW YORK
YEAR VALUE GMDB NEW YORK 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 or the
Intermediate Government Securities 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>

APPENDIX IV: EXAMPLE OF PAYMENTS UNDER THE IRA ASSURED PAYMENT
OPTION AND IRA APO PLUS
- -----------------------------------------------------------------------------

The second column in the chart below illustrates the payments for a male age
70 who purchased the IRA Assured Payment Option on November 1, 1995 with a
single contribution of $100,000, with increasing payments. The payments are
to commence on February 15, 1996. It assumes that the fixed period is 15
years and that the Life Contingent Annuity will provide payments on a Single
Life basis. Based on Guaranteed Rates for the Guarantee Periods and the
current purchase rate for the Life Contingent Annuity, on November 1, 1995,
the initial payment would be $6,340 and would increase in each three year
period to a final payment of $9,282. The first payment under the Life
Contingent Annuity would be $10,211.

Alternatively as shown in the third and fourth columns, this individual could
purchase the IRA APO Plus with the same $100,000 contribution, with the same
fixed period and the Life Contingent Annuity on a Single Life basis. Based on
Guaranteed Rates for the Guarantee Periods and the current purchase rate for
the Life Contingent Annuity, on November 1, 1995, the same initial payment of
$6,340 would be purchased under the IRA APO Plus. However, unlike the payment
under the IRA Assured Payment Option that will increase every three years,
this initial payment under the IRA APO Plus is not guaranteed to increase.
Therefore, only $78,642 is needed to purchase the initial payment stream, and
the remaining $21,358 is invested in the Investment Funds according to the
Contract Owner's instructions. Any future increase in payments under the IRA
APO Plus will depend on the investment performance in the Investment Funds.

Assuming hypothetical average annual rates of return of 0% and 8% (after
deduction of charges) for the Investment Funds, the Annuity Account Value in
the Investment Funds would grow to $21,358 and $26,905 respectively after
three years. A portion of this amount is used to purchase the increase in the
payments at the beginning of the fourth year. The remainder will stay in the
Investment Funds to be drawn upon for the purchase of increases in payments
at the end of each third year thereafter during the fixed period and at the
end of the fixed period under the Life Contingent Annuity. Based on
Guaranteed Rates for the Guarantee Periods and purchase rates for the Life
Contingent Annuity as of November 1, 1995, the third and fourth columns
illustrate the increasing payments that would be purchased under the IRA APO
Plus assuming 0% and 8% rates of return respectively.

Under both options, while the Contract Owner is living payments increase
annually after the 16th year under the Life Contingent Annuity based on the
increase in the Consumer Price Index, but in no event greater than 3% per
year nor less than 0%.

ANNUAL PAYMENTS

<TABLE>
<CAPTION>
GUARANTEED INCREASING PAYMENTS ILLUSTRATIVE ILLUSTRATIVE
UNDER THE IRA ASSURED PAYMENT PAYMENTS UNDER IRA PAYMENTS UNDER IRA
YEARS OPTION APO PLUS AT 0% APO PLUS AT 8%
- ------- ------------------------------ ------------------ ------------------
<S> <C> <C> <C>
1-3 $ 6,340 $6,340 $ 6,340
4-6 6,974 6,754 7,171
7-9 7,671 7,124 7,970
10-12 8,439 7,498 8,793
13-15 9,282 7,839 9,594
16 10,211 8,094 10,303
</TABLE>

As described above, a portion of the illustrated contribution is applied to
the Life Contingent Annuity. This amount will generally be larger under the
IRA Assured Payment Option than under the IRA APO Plus, and conversely a
smaller portion of the contribution will be allocated to Guarantee Periods
under the former than the latter. In this illustration, $79,556 is allocated
under the IRA Assured Payment Option to the Guarantee Periods and under the
IRA APO Plus, $88,522 is allocated to the Guarantee Periods and the
Investment Funds. The balance of the $100,000 ($20,444 and $11,478,
respectively) is applied to the Life Contingent Annuity.

The rates of return of 0% and 8% are for illustrative purposes only and are
not intended to represent an expected or guaranteed rate of return. Your
investment results will vary. Payments will also depend on the Guaranteed
Rates and Life Contingent Annuity purchase rates in effect as of the
Transaction Date. It is assumed that no Lump Sum Withdrawals are taken.

<PAGE>

APPENDIX V: IRS TAX DEDUCTION TABLE
- -----------------------------------------------------------------------------

If your Maximum Permissible Dollar Deduction is $2,000, use this table to
estimate the amount of your contribution which will be deductible.

<TABLE>
<CAPTION>
EXCESS AGI DEDUCTION EXCESS AGI DEDUCTION EXCESS AGI DEDUCTION EXCESS AGI DEDUCTION
- ------------ ----------- ------------ ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0 $2,000 $2,550 $1,490 $5,050 $990 $ 7,550 $490
50 1,990 2,600 1,480 5,100 980 7,600 480
100 1,980 2,650 1,470 5,150 970 7,650 470
150 1,970 2,700 1,460 5,200 960 7,700 460
200 1,960 2,750 1,450 5,250 950 7,750 450
250 1,950 2,800 1,440 5,300 940 7,800 440
300 1,940 2,850 1,430 5,350 930 7,850 430
350 1,930 2,900 1,420 5,400 920 7,900 420
400 1,920 2,950 1,410 5,450 910 7,950 410
450 1,910 3,000 1,400 5,500 900 8,000 400
500 1,900 3,050 1,390 5,550 890 8,050 390
550 1,890 3,100 1,380 5,600 880 8,100 380
600 1,880 3,150 1,370 5,650 870 8,150 370
650 1,870 3,200 1,360 5,700 860 8,200 360
700 1,860 3,250 1,350 5,750 850 8,250 350
750 1,850 3,300 1,340 5,800 840 8,300 340
800 1,840 3,350 1,330 5,850 830 8,350 330
850 1,830 3,400 1,320 5,900 820 8,400 320
900 1,820 3,450 1,310 5,950 810 8,450 310
950 1,810 3,500 1,300 6,000 800 8,500 300
1,000 1,800 3,550 1,290 6,050 790 8,550 290
1,050 1,790 3,600 1,280 6,100 780 8,600 280
1,100 1,780 3,650 1,270 6,150 770 8,650 270
1,150 1,770 3,700 1,260 6,200 760 8,700 260
1,200 1,760 3,750 1,250 6,250 750 8,750 250
1,250 1,750 3,800 1,240 6,300 740 8,800 240
1,300 1,740 3,850 1,230 6,350 730 8,850 230
1,350 1,730 3,900 1,220 6,400 720 8,900 220
1,400 1,720 3,950 1,210 6,450 710 8,950 210
1,450 1,710 4,000 1,200 6,500 700 9,000 200
1,500 1,700 4,050 1,190 6,550 690 9,050 200
1,550 1,690 4,100 1,180 6,600 680 9,100 200
1,600 1,680 4,150 1,170 6,650 670 9,150 200
1,650 1,670 4,200 1,160 6,700 660 9,200 200
1,700 1,660 4,250 1,150 6,750 650 9,250 200
1,750 1,650 4,300 1,140 6,800 640 9,300 200
1,800 1,640 4,350 1,130 6,850 630 9,350 200
1,850 1,630 4,400 1,120 6,900 620 9,400 200
1,900 1,620 4,450 1,110 6,950 610 9,450 200
1,950 1,610 4,500 1,100 7,000 600 9,500 200
2,000 1,600 4,550 1,090 7,050 590 9,550 200
2,050 1,590 4,600 1,080 7,100 580 9,600 200
2,100 1,580 4,650 1,070 7,150 570 9,650 200
2,150 1,570 4,700 1,060 7,200 560 9,700 200
2,200 1,560 4,750 1,050 7,250 550 9,750 200
2,250 1,550 4,800 1,040 7,300 540 9,800 200
2,300 1,540 4,850 1,030 7,350 530 9,850 200
2,350 1,530 4,900 1,020 7,400 520 9,900 200
2,400 1,520 4,950 1,010 7,450 510 9,950 200
2,450 1,510 5,000 1,000 7,500 500 10,000 0
2,500 1,500
<FN>
- ------------

Excess AGI = Your AGI minus your THRESHOLD LEVEL:
If you are single, your Threshold Level is $25,000.
If you are married, your Threshold Level is $40,000.
If you are married and file a separate tax return, your Excess AGI = your
AGI.
</TABLE>

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C> <C>
PAGE
--------
Part 1: Minimum Distribution Withdrawals 2
Part 2: Accumulation Unit Values 2
Part 3: Annuity Unit Values 2
Part 4: Custodian and Independent Accountants 3
Part 5: Money Market Fund and Intermediate Government
Securities Fund Yield Information 3
Part 6: Long-Term Market Trends 5
Part 7: Financial Statements 7
</TABLE>

HOW TO OBTAIN A ROLLOVER IRA 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 INCOME MANAGER Rollover IRA SAI:

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

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

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

<PAGE>

INCOME MANAGERSM
ROLLOVER IRA
STATEMENT OF ADDITIONAL INFORMATION

NOVEMBER 1, 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:
Processing Office:
787 Seventh Avenue, New York, NY 10019
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
Rollover IRA, dated November 1, 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 Minimum Distribution Withdrawals 2
- ----------------------------------------------------------------------------------------- --------
Part 2 Accumulation Unit Values 2
- ----------------------------------------------------------------------------------------- --------
Part 3 Annuity Unit Values 2
- ----------------------------------------------------------------------------------------- --------
Part 4 Custodian and Independent Accountants 3
- ----------------------------------------------------------------------------------------- --------
Part 5 Money Market Fund and Intermediate Government Securities Fund Yield Information 3
- ----------------------------------------------------------------------------------------- --------
Part 6 Long-Term Market Trends 5
- ----------------------------------------------------------------------------------------- --------
Part 7 Financial Statements 7
- ----------------------------------------------------------------------------------------- --------

</TABLE>

<PAGE>

PART 1 - MINIMUM DISTRIBUTION WITHDRAWALS

If you elect Minimum Distribution Withdrawals described in Part 6 of the
prospectus, each year we calculate the Minimum Distribution Withdrawal amount
by using the Annuity Account Value as of December 31 of the prior calendar
year. We then calculate the minimum distribution amount based on the various
choices you make. This calculation takes into account withdrawals made during
the current calendar year but prior to the date we determine your Minimum
Distribution Withdrawal amount, except that when Minimum Distribution
Withdrawals are elected in the year in which you attain age 71 1/2 , no
adjustment will be made for any withdrawals made between January 1 and April
1 in satisfaction of the minimum distribution requirement for the prior year.

An election can also be made (1) to have us recalculate your life expectancy,
or joint life expectancies, each year or (2) to have us determine your life
expectancy, or joint life expectancies, once and then subtract one year, each
year, from that amount. The joint life options are only available if the
spouse is the beneficiary. However, if you first elect Minimum Distribution
Withdrawals after April 1 of the year following the calendar year in which
you attain age 70 1/2 , option (1) will apply.

PART 2 - 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 Rollover IRA.

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) - c where:
-
b

(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 3 - ANNUITY UNIT VALUES

The annuity unit value was fixed at $1.00 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.

<PAGE>

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 enough to fund an annuity
with a monthly payment of $363 and that the annuity unit value for the
Valuation Period 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 4 - 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 5 - 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 7 of the prospectus.

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

<PAGE>

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 Rollover IRA 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.

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 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 Rollover IRA 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

<PAGE>

necessarily representative of future results. In addition, the value of
Accumulation Units of the Intermediate Government Securities Fund will
fluctuate and not remain constant.

Money Market Fund and Intermediate Government Securities Fund Yield
Information

The Money Market Fund and 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 Rollover IRA Certificates were offered for the first time in
1995, yield information is not available.

PART 6 - 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 Rollover IRA Investment Funds.

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 are 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.

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.

<PAGE>

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 govern- ment 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 invest- ment 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.

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.

<PAGE>

PART 7 - 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 commenced operations in 1995.

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, of shareholder's equity and of cash
flows present fairly, in all material respects, the financial position of The
Equitable Life Assurance Society of the United States and its subsidiaries
("Equitable Life") at December 31, 1994 and 1993, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of Equitable Life's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

As discussed in Note 2 to the consolidated financial statements, Equitable
Life changed its methods of accounting for postemployment benefits in 1994
and for investment securities and for reinsurance in 1993.

PRICE WATERHOUSE LLP
New York, New York
February 8, 1995

F-1

<PAGE>

INDEPENDENT AUDITORS' REPORT

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

We have audited the consolidated statements of earnings, shareholder's equity
and cash flows of The Equitable Life Assurance Society of the United States
("Equitable Life") for the year ended December 31, 1992. 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 audit.

We conducted our audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated results of operations and consolidated
cash flows of The Equitable Life Assurance Society of the United States for
the year ended December 31, 1992 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

F-2

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1994 AND 1993

<TABLE>
<CAPTION>
1994 1993
----------- -----------
(IN MILLIONS)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities:
Held to maturity, at amortized cost ........................ $ 5,223.0 $ 5,659.1
Available for sale, at estimated fair value ................ 7,586.0 7,829.3
Mortgage loans on real estate ............................... 4,018.0 4,592.1
Equity real estate .......................................... 4,446.4 4,452.6
Policy loans ................................................ 1,731.2 1,549.1
Other equity investments .................................... 678.5 851.0
Investment in and loans to affiliates ....................... 560.2 533.0
Other invested assets ....................................... 489.3 374.2
----------- -----------
Total investments .......................................... 24,732.6 25,840.4
Cash and cash equivalents ..................................... 693.6 593.4
Deferred policy acquisition costs ............................. 3,221.1 2,858.8
Amounts due from discontinued GIC Segment ..................... 2,108.6 2,125.9
Other assets .................................................. 2,078.6 1,900.8
Closed Block assets ........................................... 8,105.5 8,084.3
Separate Accounts assets ...................................... 20,469.5 19,684.1
----------- -----------
TOTAL ASSETS .................................................. $61,409.5 $61,087.7
=========== ===========
LIABILITIES
Policyholders' account balances ............................... $21,238.0 $21,499.1
Future policy benefits and other policyholders' liabilities .. 3,840.8 3,753.6
Short-term and long-term debt ................................. 1,337.4 1,659.5
Other liabilities ............................................. 2,300.1 2,450.3
Closed Block liabilities ...................................... 9,069.5 9,143.4
Separate Accounts liabilities ................................. 20,429.3 19,631.2
----------- -----------
Total liabilities ........................................... 58,215.1 58,137.1
----------- -----------
Commitments and contingencies (Notes 10, 12, 13, 14, 15 and 23)

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares authorized,
issued and outstanding ...................................... 2.5 2.5
Capital in excess of par value ................................ 2,913.6 2,613.6
Retained earnings ............................................. 484.0 217.6
Net unrealized investment (losses) gains ...................... (203.0) 131.9
Minimum pension liability ..................................... (2.7) (15.0)
----------- -----------
Total shareholder's equity .................................. 3,194.4 2,950.6
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY .................... $61,409.5 $61,087.7
=========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-3

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
1994 1993 1992
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Universal life and investment-type product policy fee income $ 715.0 $ 644.5 $ 571.7
Premiums .................................................... 625.6 599.1 1,185.3
Net investment income ....................................... 2,030.9 2,599.3 2,689.5
Investment gains, net ....................................... 91.8 533.4 371.8
Commissions, fees and other income .......................... 845.4 1,717.2 1,407.4
Contribution from the Closed Block .......................... 151.0 128.3 59.3
--------- --------- ---------
Total revenues ............................................ 4,459.7 6,221.8 6,285.0
--------- --------- ---------
BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances ....... 1,201.3 1,330.0 1,440.8
Policyholders' benefits ..................................... 920.6 1,003.9 1,755.7
Other operating costs and expenses .......................... 1,943.1 3,584.2 3,095.7
--------- --------- ---------
Total benefits and other deductions ....................... 4,065.0 5,918.1 6,292.2
--------- --------- ---------
Earnings (loss) before Federal income taxes, extraordinary
item and cumulative effect of accounting changes .......... 394.7 303.7 (7.2)
Federal income taxes ........................................ 101.2 91.3 19.2
--------- --------- ---------
Earnings (loss) before extraordinary item and cumulative
effect of accounting changes ............................... 293.5 212.4 (26.4)
Extraordinary charge for demutualization expenses .......... -- -- (93.8)
Cumulative effect of accounting changes, net of Federal
income taxes ............................................... (27.1) -- 4.9
--------- --------- ---------
Net Earnings (Loss) ......................................... $ 266.4 $ 212.4 $ (115.3)
========= ========= =========
</TABLE>

See Notes to Consolidated Financial Statements.

F-4

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
1994 1993 1992
---------- ---------- -----------
(IN MILLIONS)
<S> <C> <C> <C>
Common stock, at par value, beginning of year ........ $ 2.5 $ 2.0 $ --
Issuance of common stock .............................. -- -- 2.0
Increase in par value ................................. -- .5 --
---------- ---------- -----------
Common stock, at par value, end of year ............... 2.5 2.5 2.0
---------- ---------- -----------
Capital in excess of par value, beginning of year .... 2,613.6 2,273.9 --
Additional capital in excess of par value ............. 300.0 340.2 2,273.9
Increase in par value ................................. -- (.5) --
---------- ---------- -----------
Capital in excess of par value, end of year .......... 2,913.6 2,613.6 2,273.9
---------- ---------- -----------
Retained earnings, beginning of year .................. 217.6 5.2 1,290.0
Net loss before demutualization ....................... -- -- (120.5)
Demutualization transaction ........................... -- -- (1,169.5)
Net earnings after demutualization .................... 266.4 212.4 5.2
---------- ---------- -----------
Retained earnings, end of year ........................ 484.0 217.6 5.2
---------- ---------- -----------
Net unrealized investment gains, beginning of year ... 131.9 78.8 65.5
Change in unrealized investment (losses) gains ....... (334.9) (9.5) 13.3
Effect of adopting new accounting standard ............ -- 62.6 --
---------- ---------- -----------
Net unrealized investment (losses) gains, end of year (203.0) 131.9 78.8
---------- ---------- -----------
Minimum pension liability, beginning of year ......... (15.0) --
Change in minimum pension liability ................... 12.3 (15.0)
---------- ----------
Minimum pension liability, end of year ................ (2.7) (15.0)
---------- ----------
TOTAL SHAREHOLDER'S EQUITY, END OF YEAR ............... $3,194.4 $2,950.6 $ 2,359.9
========== ========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-5

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
1994 1993 1992
----------- ------------ -----------
(IN MILLIONS)
<S> <C> <C> <C>
Net earnings (loss) ................................ $ 266.4 $ 212.4 $ (115.3)
Adjustments to reconcile net earnings (loss) to net
cash provided (used) by operating activities:
Net change in trading activities and broker-dealer
related receivables/payables ................... -- (4,177.8) (2,872.9)
Increase in matched resale agreements ............ -- (2,900.5) (1,692.4)
Increase in matched repurchase agreements ........ -- 2,900.5 1,692.4
Investment gains, net of dealer and trading gains (91.8) (160.8) (101.6)
Change in amounts due from discontinued GIC
Segment ........................................ 57.3 47.8 76.4
General Account policy charges ................... (711.9) (623.4) (542.9)
Interest credited to policyholders' account
balances ....................................... 1,201.3 1,330.0 1,440.8
Changes in Closed Block assets and liabilities,
net ............................................ (95.1) (73.3) (156.6)
Change in postretirement benefits liability ...... .5 (8.5) 386.7
Other, net ....................................... 7.3 (407.6) 60.9
----------- ------------ -----------
Net cash provided (used) by operating activities .. 634.0 (3,861.2) (1,824.5)
----------- ------------ -----------
Cash flows from investing activities:
Maturities and repayments ........................ 2,319.7 3,479.6 2,395.8
Sales ............................................ 5,661.9 7,399.2 5,947.1
Return of capital from joint ventures and limited
partnerships ................................... 39.0 119.5 216.7
Purchases ........................................ (7,417.6) (11,184.2) (9,009.5)
Net increase in loans to discontinued GIC Segment (40.0) (880.0) (1,448.6)
Cash received on sale of 61% interest in DLJ ..... -- 346.7 --
Other, net ....................................... (371.1) (317.0) 287.6
----------- ------------ -----------
Net cash provided (used) by investing activities .. 191.9 (1,036.2) (1,610.9)
----------- ------------ -----------
Cash flows from financing activities:
Policyholders' account balances:
Deposits ....................................... 2,082.7 2,410.7 2,411.6
Withdrawals .................................... (2,887.4) (2,433.5) (2,912.0)
Net (decrease) increase in short-term financings . (173.0) 4,717.2 1,786.3
Additions to long-term debt ...................... 51.8 97.7 477.3
Repayments of long-term debt ..................... (199.8) (64.4) (281.4)
Proceeds from issuance of Alliance units ......... 100.0 -- --
Capital contribution from the Holding Company .... 300.0 -- 177.8
----------- ------------ -----------
Net cash (used) provided by financing activities .. (725.7) 4,727.7 1,659.6
----------- ------------ -----------
Change in cash and cash equivalents ................ 100.2 (169.7) (1,775.8)
Cash and cash equivalents, beginning of year ...... 593.4 763.1 2,538.9
----------- ------------ -----------
Cash and Cash Equivalents, End of Year ............. $ 693.6 $ 593.4 $ 763.1
=========== ============ ===========
Supplemental cash flow information
Interest Paid .................................... $ 34.9 $ 1,437.2 $ 1,244.0
=========== ============ ===========
Income Taxes Paid (Refunded) ..................... $ 49.2 $ 41.0 $ (21.3)
=========== ============ ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-6

<PAGE>

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

1) ORGANIZATION

The Equitable Life Assurance Society of the United States ("Equitable
Life") converted to a stock life insurance company on July 22, 1992 and
became a wholly owned subsidiary of The Equitable Companies Incorporated (the
"Holding Company"). 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.

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

On December 19, 1994, the Holding Company exchanged all its outstanding
redeemable preferred stock and substantially all of its convertible preferred
stock for common stock, a new series of convertible preferred stock and
convertible debentures. As a result of this transaction, AXA's ownership of
the Holding Company increased to 60.5% (63.6% assuming conversion of
Convertible Preferred Stock held by AXA and 54.1% if all securities
convertible into, or options on, common stock were to be converted or
exercised).

2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

After July 22, 1992, Equitable Life commenced preparing its general
purpose 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.

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"), an investment
advisory subsidiary and Equitable Real Estate Investment Management, Inc.
("EREIM"), a real estate investment management subsidiary; and those
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 years ended December 31, 1993 and 1992 include the results of operations
and cash flows of Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), an investment
banking and brokerage affiliate, on a consolidated basis through December 15,
1993, the date of sale (see Note 21). Subsequent to the date of sale, DLJ is
accounted for on the equity basis. The Closed Block assets and liabilities
and results of operations subsequent to demutualization are presented in the
consolidated financial statements as single line items. Prior to
demutualization such amounts were presented line by line in the consolidated
financial statements (see Note 6). Unless specifically stated, all
disclosures contained herein supporting the consolidated financial statements
exclude the Closed Block related amounts.

All significant intercompany transactions and balances have been
eliminated in consolidation other than intercompany transactions and balances
with the Closed Block and the discontinued 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 1994 presentation.

Closed Block

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

F-7

<PAGE>

Assets allocated to the Closed Block inure solely to the benefit of the
holders of policies included in the Closed Block and will not revert to the
benefit of Equitable Life's shareholder. 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 would
be recognized in income 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 for that period. Any excess of the actual contribution
over the expected contribution would also be recognized in income 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.

Discontinued Operations

In 1991, the Company's management 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 and a premium deficiency reserve for the Group
Non-Participating Wind-Up Annuities. Losses incurred subsequently 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.

Accounting Changes

In the fourth quarter of 1994 (effective as of January 1, 1994), the
Company adopted Statement of Financial Accounting Standards ("SFAS") No. 112,
Employers' Accounting for Postemployment Benefits,
which requires employers to recognize the obligation to provide
postemployment benefits. Implementation of this statement resulted in a
charge for the cumulative effect of accounting change of $27.1 million, net
of a Federal income tax benefit of $14.6 million. The current year impact
from the implementation of this statement had no material effect on the 1994
consolidated statements of earnings.

In the first quarter of 1993, the Company adopted 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 statement, certain reinsurance contracts were
reclassified in 1993 and are presented on a gross basis. Implementation of
this statement 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 expanded 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
statement increased consolidated shareholder's equity by $62.6 million net of
deferred policy acquisition costs, amounts attributable to participating
group annuity contracts and deferred Federal income tax.

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 statement and a charge of
$247.4 million, net of a Federal income tax benefit of $130.9 million,
related to the postretirement benefit statement.

F-8

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 investment gains, net.

New Accounting Pronouncements

In the first quarter of 1995, the Company intends to adopt SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan." This statement applies to
all creditors and addresses the accounting for impairment of a loan by
specifying how allowances for credit losses should be determined. The
statement also applies to all loans that are restructured in a troubled debt
restructuring involving a modification of terms. It requires that impaired
loans that are within the scope of this statement be measured based on the
present value of expected future cash flows discounted at the loan's
effective interest rate or, as a practical expedient, at the loan's
observable market price or the fair value of the collateral if the loan is
collateral dependent. The Company is currently providing for impairment of
loans through an allowance for possible losses, and the implementation of
this statement is not expected to have a significant effect on the level of
this allowance. As a result, there should be no material effect on the
Company's consolidated statements of earnings or shareholder's equity upon
adoption.

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 the
amortized cost is adjusted for impairments in value deemed to be other than
temporary. Fixed maturities which have been identified as available for sale
are reported at estimated fair value.

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 lower of estimated current fair value or
depreciated cost, 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 using the equity
basis of accounting and are included with either equity real estate or other
equity investments, as appropriate.

Equity securities, comprised of common stock and non-redeemable preferred
stocks, are carried at estimated fair value and are included in other equity
investments.

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

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

All securities are recorded in the consolidated financial statements on a
trade date basis.

Investment Results and Unrealized Investment Gains (Losses)

Net investment income 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.

F-9

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 Company are accounted for as a
separate component of shareholder's equity, net of related deferred Federal
income taxes, amounts attributable to the discontinued GIC Segment, Closed
Block, participating group annuity contracts and deferred policy acquisition
costs related to universal life and investment-type products.

Recognition of Insurance Income and Related Expenses

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

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

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

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

Deferred Policy Acquisition Costs

The costs of acquiring new business, principally commissions,
underwriting, agency and policy issue expenses, all of which vary with and
are primarily related to the production of new business, are deferred.
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 universal life 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 investment results, mortality and expense margins and
surrender charges based on historical and anticipated future experience,
updated at the end of each accounting period. The effects of revisions to
experience on previous amortization of deferred policy acquisition costs are
reflected in earnings and change in unrealized investment gains (losses) in
the period estimated gross profits are revised.

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 estimated life of the policy.

For individual health benefit 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.

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.

F-10

For traditional life insurance policies, 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's 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, if required, a
premium deficiency reserve is established by a charge to earnings. Benefit
liabilities for traditional annuities during the accumulation period are
equal to accumulated contractholders' fund balances and after annuitization
are equal to the present value of expected future payments. Interest rates
used in establishing such liabilities range from 2.25% to 11.5% for life
insurance liabilities and from 2.25% to 13.5% for annuity liabilities.

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.

Claim reserves and associated liabilities for individual disability income
and major medical policies were $291.3 million, $402.2 million, $529.3
million and $570.6 million at January 1, 1992, December 31, 1992, 1993 and
1994, respectively. Incurred benefits (benefits paid plus changes in claim
reserves) and benefits paid for individual disability income and major
medical policies are summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1994 1993 1992
-------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Incurred benefits related to current year $188.6 $193.1 $183.0
Incurred benefits related to prior years 28.7 106.1 67.3
-------- -------- --------
Total Incurred Benefits .................. $217.3 $299.2 $250.3
======== ======== ========
Benefits paid related to current year ... $ 43.7 $ 48.9 $ 39.7
Benefits paid related to prior years .... 132.3 123.1 99.7
-------- -------- --------
Total Benefits Paid ...................... $176.0 $172.0 $139.4
======== ======== ========
</TABLE>

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

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

At December 31, 1994, participating policies including those in the Closed
Block represent approximately 31.0% ($64.4 billion) of direct written life
insurance in force, net of amounts ceded. Participating policies represent
substantially all of the premium income as reflected in the consolidated
statements of earnings and in the results of the Closed Block.

Federal Income Taxes

Equitable Life and its life insurance and non-life insurance subsidiaries
file a consolidated Federal income tax return with the Holding Company and
its non-life insurance subsidiaries. Current Federal income taxes are charged
or credited to operations based upon amounts estimated to be payable or
recoverable as a result of taxable operations for the current year. 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.

F-11

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, representing net deposits
and accumulated net investment earnings less fees, held primarily for the
benefit of contractholders, 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, 1994, 1993 and 1992, investment
results of such Separate Accounts were $676.3 million, $1,676.5 million and
$1,447.4 million, respectively.

The investment results of a Separate Account on which the Insurance Group
bears the investment risk and which are included in revenues, amounted to
$13.7 million, $12.6 million and $14.5 million for the years ended December
31, 1994, 1993 and 1992, 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 of all Separate Accounts are included in
revenues.

F-12

<PAGE>

3) INVESTMENTS

The following tables provide additional information relating to fixed
maturities and equity securities:

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
----------- ------------ ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1994
- -----------------------------------
Fixed Maturities:
Held to Maturity:
Corporate ........................ $4,661.0 $67.9 $233.8 $4,495.1
U.S. Treasury securities and
U.S. government and agency
securities ...................... 428.9 4.6 44.2 389.3
States and political subdivisions 63.4 .9 3.7 60.6
Foreign governments .............. 69.7 4.2 2.0 71.9
----------- ------------ ------------ ------------
Total Held to Maturity ............. $5,223.0 $77.6 $283.7 $5,016.9
=========== ============ ============ ============
Available for Sale:
Corporate ........................ $5,663.4 $34.6 $368.0 $5,330.0
Mortgage-backed .................. 686.0 2.9 44.8 644.1
U.S. Treasury securities and
U.S. government and agency
securities ...................... 1,519.3 6.7 71.9 1,454.1
States and political subdivisions 23.4 .1 .7 22.8
Foreign governments .............. 43.8 .3 4.2 39.9
Redeemable preferred stock ...... 108.4 .4 13.7 95.1
----------- ------------ ------------ ------------
Total Available for Sale ........... $8,044.3 $45.0 $503.3 $7,586.0
=========== ============ ============ ============
Equity Securities:
Common stock ...................... $ 126.4 $31.2 $ 23.5 $ 134.1
=========== ============ ============ ============
</TABLE>

<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 ........................ $4,909.0 $218.2 $31.0 $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 stock ...... 31.1 .1 5.7 25.5
----------- ------------ ------------ ------------
Total Available for Sale ........... $7,545.4 $325.5 $41.6 $7,829.3
=========== ============ ============ ============
Equity Securities:
Common stock ...................... $ 110.0 $ 78.8 $ 2.8 $ 186.0
Non-redeemable preferred stock ... 6.9 .3 .5 6.7
----------- ------------ ------------ ------------
Total Equity Securities ............ $ 116.9 $ 79.1 $ 3.3 $ 192.7
=========== ============ ============ ============
</TABLE>

F-13

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, 1994 and 1993,
securities without a readily ascertainable market value having an amortized
cost of $3,854.0 million and $4,751.5 million, respectively, had estimated
fair values of $3,724.6 million and $5,016.6 million, respectively.

The contractual maturity of bonds at December 31, 1994 is 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 ..... $ 216.2 $ 216.1 $ 214.9 $ 214.8
Due in years two through five 1,442.1 1,419.1 1,895.2 1,855.0
Due in years six through ten 1,733.5 1,634.3 2,763.8 2,549.7
Due after ten years .......... 1,831.2 1,747.4 2,376.0 2,227.3
Mortgage-backed securities .. -- -- 686.0 644.1
----------- ------------ ----------- ------------
Total ........................ $5,223.0 $5,016.9 $7,935.9 $7,490.9
=========== ============ =========== ============
</TABLE>

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

Investment valuation allowances and changes thereto are shown below:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Balances, beginning of year ..................... $ 355.6 $ 512.0 $ 565.1
Additions charged to income ..................... 51.0 92.8 265.0
Deductions for writedowns and asset dispositions (121.7) (249.2) (239.3)
Transfers of allowances to discontinued GIC
Segment and Closed Block ....................... -- -- (78.8)
--------- --------- ---------
Balances, End of Year ........................... $ 284.9 $ 355.6 $ 512.0
========= ========= =========
Balances, end of year comprise:
Mortgage loans on real estate .................. $ 64.2 $ 144.4 $ 198.3
Equity real estate ............................. 220.7 211.2 195.1
Fixed maturities ............................... -- -- 118.6
--------- --------- ---------
Total ........................................... $ 284.9 $ 355.6 $ 512.0
========= ========= =========
</TABLE>

Deductions for writedowns and asset dispositions for 1993 include an $87.1
million writedown of fixed maturity investments at December 31, 1993 as a
result of adopting a new accounting statement for the valuation of these
investments that requires specific writedowns instead of valuation
allowances.

At December 31, 1994, 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 $33.7 million of fixed
maturities, $42.5 million of mortgage loans on real estate and $.9 million of
equity real estate.

F-14

The Insurance Group's fixed maturity investment portfolio includes
corporate high yield securities consisting of public high yield bonds,
redeemable preferred stocks and directly negotiated debt in leveraged buyout
transactions. The Insurance Group seeks to minimize the higher than normal
credit risks associated with such securities by monitoring the total
investments in any single issuer or total investment in a particular industry
group. Certain of these corporate high yield securities are classified as other
than investment grade by the various rating agencies, i.e., a rating below Baa
or 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, 1994, approximately 12.4% of the $13,017.0 million aggregate
amortized cost of bonds held by the Insurance Group were considered to be other
than investment grade.

In addition to its holdings of corporate high yield securities, the
Insurance Group is an equity investor in limited partnership interests which
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 $30.5 million and $55.3 million at December 31, 1994 and 1993,
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 $9.7 million and $32.7 million as of December 31, 1994 and
1993, respectively. Gross interest income that would have been recorded in
accordance with the original terms of restructured fixed maturities amounted
to $7.5 million, $11.7 million and $35.4 million in 1994, 1993 and 1992,
respectively. Gross interest income on these fixed maturities included in net
investment income aggregated $6.8 million, $9.7 million and $28.2 million in
1994, 1993 and 1992, respectively.

At December 31, 1994 and 1993, 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 $96.9 million (2.3% of total mortgage loans on real
estate) and $292.1 million (6.2% of total mortgage loans on real estate),
respectively.

The payment terms of mortgage loans on real estate may from time to time
be restructured or modified. The investment in restructured mortgage loans on
real estate, based on amortized cost, amounted to $447.9 million and $508.4
million at December 31, 1994 and 1993, respectively. These amounts include
$1.0 million and $28.1 million of problem mortgage loans on real estate at
December 31, 1994 and 1993, 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 $44.9 million,
$51.8 million and $59.8 million in 1994, 1993 and 1992, respectively. Gross
interest income on these loans included in net investment income aggregated
$32.8 million, $46.0 million and $44.9 million in 1994, 1993 and 1992,
respectively.

At December 31, 1994, investments owned of any one issuer, including its
affiliates, that aggregate 10% or more of total shareholder's equity were
$596.0 million, principally in mortgage loans, to Trammell Crow and
affiliates (including holdings of the Closed Block and the discontinued GIC
Segment). The amount includes restructured mortgage loans on real estate and
potential problem mortgage loans on real estate with amortized costs of $4.9
million and $294.0 million, respectively. Partnerships affiliated with
Trammell Crow, which are borrowers pursuant to commercial mortgage loans with
an amortized cost of $294.0 million at December 31, 1994, filed for Chapter
11 bankruptcy on January 3, 1995. The loan package consists of first mortgage
interests in 48 properties. The borrowing groups consist of 46 individual
partnerships and the loans are substantially cross-collateralized.

The Insurance Group's investment in equity real estate is through direct
ownership and through investments in real estate joint ventures. At December
31, 1994 and 1993, the carrying value of equity real estate available for
sale amounted to $447.8 million and $402.5 million, respectively. At December
31, 1994 and 1993, the Company owned $1,086.9 million and $947.0 million,
respectively, of real estate acquired in satisfaction of debt.

Depreciation of real estate is computed using the straight-line method
over the estimated useful lives of the properties, which generally range from
40 to 50 years. Accumulated depreciation on real estate was $703.1 million
and $624.7 million at December 31, 1994 and 1993, respectively. Depreciation
expense on real estate totaled $117.0 million, $115.3 million and $117.7
million for the years ended December 31, 1994, 1993 and 1992, respectively.

F-15

4) JOINT VENTURES AND PARTNERSHIPS

Summarized combined financial information of real estate joint ventures
(47 and 53 individual ventures as of December 31, 1994 and 1993,
respectively) and of limited partnership interests accounted for under the
equity method, in which the Company has an investment of $10.0 million or
greater and an equity interest of 10% or greater is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1994 1993
----------- -----------
(IN MILLIONS)
<S> <C> <C>
FINANCIAL POSITION
Investments in real estate, at depreciated cost ........................ $2,786.7 $3,160.2
Investments in securities, generally at estimated fair value .......... 3,071.2 3,633.6
Cash and cash equivalents .............................................. 359.8 195.0
Other assets ........................................................... 398.7 753.8
----------- -----------
Total assets ........................................................... 6,616.4 7,742.6
----------- -----------
Funds borrowed -- third party .......................................... 1,759.6 1,826.5
Funds borrowed -- the Company .......................................... 238.0 594.1
Other liabilities ...................................................... 987.7 1,041.0
----------- -----------
Total liabilities ...................................................... 2,985.3 3,461.6
----------- -----------
Partners' Capital ...................................................... $3,631.1 $4,281.0
=========== ===========
Equity in partners' capital included above ............................. $ 964.2 $1,044.1
Equity in limited partnership interests not included above ............ 224.6 259.3
(Deficit) excess of equity in partners' capital over investment cost
and equity earnings .................................................. (1.8) 18.1
Notes receivable from joint venture .................................... 6.1 38.7
Negative equity in certain joint ventures presented as other
liabilities .......................................................... -- 57.1
----------- -----------
Carrying Value ......................................................... $1,193.1 $1,417.3
=========== ===========
</TABLE>

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
STATEMENTS OF EARNINGS
Revenues of real estate joint ventures .................... $ 537.7 $ 602.7 $ 719.0
Revenues of other limited partnership interests .......... 103.4 319.1 270.1
Interest expense -- third party ........................... (114.9) (118.8) (119.8)
Interest expense -- the Company ........................... (36.9) (52.1) (83.4)
Other expenses ............................................ (430.9) (531.7) (592.1)
--------- --------- ---------
Net Earnings .............................................. $ 58.4 $ 219.2 $ 193.8
========= ========= =========
Equity in net earnings included above ..................... $ 18.9 $ 71.6 $ 40.6
Equity in net earnings of limited partnerships not
included above ........................................... 25.3 46.3 50.9
Excess of earnings in joint ventures over equity ownership
percentage and amortization of differences in bases ..... 1.8 9.2 5.7
Interest on notes receivable .............................. -- .5 3.3
--------- --------- ---------
Total Equity in Net Earnings .............................. $ 46.0 $ 127.6 $ 100.5
========= ========= =========
</TABLE>

F-16

5) NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

The sources of net investment income are summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1994 1993 1992
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Fixed maturities .............................. $1,024.5 $ 981.7 $1,061.4
Trading account securities .................... -- 709.3 474.3
Securities purchased under resale agreements . -- 533.8 543.2
Mortgage loans on real estate ................. 384.3 457.4 646.1
Equity real estate ............................ 561.8 539.1 396.5
Other equity investments ...................... 35.7 110.4 104.8
Policy loans .................................. 122.7 117.0 183.2
Broker-dealer related receivables ............. -- 292.2 276.3
Other investment income ....................... 336.3 304.9 297.9
---------- ---------- ----------
Gross investment income ...................... 2,465.3 4,045.8 3,983.7
---------- ---------- ----------
Interest expense to finance short-term trading
instruments .................................. -- 983.4 918.4
Other investment expenses ..................... 434.4 463.1 375.8
---------- ---------- ----------
Investment expenses .......................... 434.4 1,446.5 1,294.2
---------- ---------- ----------
Net Investment Income ......................... $2,030.9 $2,599.3 $2,689.5
========== ========== ==========
</TABLE>

Investment gains, net, including changes in the valuation allowances, are
summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1994 1993 1992
--------- -------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Fixed maturities .................... $(14.1) $123.1 $ 49.1
Mortgage loans on real estate ...... (43.1) (65.1) (148.9)
Equity real estate .................. 20.6 (18.5) (48.1)
Other equity investments ............ 76.0 119.5 246.2
Dealer and trading gains ............ -- 372.5 272.0
Sales of newly issued Alliance units 52.4 -- --
Other ............................... -- 1.9 1.5
--------- -------- ---------
Investment Gains, Net ............... $ 91.8 $533.4 $ 371.8
========= ======== =========
</TABLE>

Gross gains of $116.8 million, $188.5 million and $141.0 million and gross
losses of $100.1 million, $145.0 million and $123.4 million were realized on
sales of investments in fixed maturities for the years ended December 31,
1994, 1993 and 1992, respectively. In addition, writedowns of fixed
maturities amounted to $30.8 million, $5.4 million and $13.6 million for the
years ended December 31, 1994, 1993 and 1992, respectively.

For the year ended December 31, 1994, proceeds received on sales of fixed
maturities classified as available for sale amounted to $5,253.9 million.
Gross gains of $63.8 million and gross losses of $59.1 million were realized
on these sales. The increase in unrealized investment losses related to fixed
maturities classified as available for sale for the year ended December 31,
1994 amounted to $742.2 million.

During the year ended December 31, 1994, one security classified as held
to maturity was sold and six securities so classified were transferred to the
available for sale portfolio. These actions were taken as a result of a
significant deterioration in creditworthiness. The amortized cost of the
security sold was $19.9 million with a related investment gain of $.8 million
recognized; the aggregate amortized cost of the securities transferred was
$42.8 million with gross unrealized investment losses of $3.1 million charged
to consolidated shareholder's equity.

F-17

Investment gains from other equity investments include gains generated by
DLJ's involvement in long-term corporate development investments amounting to
$79.9 million and $195.9 million for the years ended December 31, 1993 and
1992, respectively.

For the years ended December 31, 1994, 1993 and 1992, investment results
passed through to certain participating group annuity contracts as interest
credited to policyholders' account balances amounted to $175.8 million,
$243.2 million and $286.8 million, respectively.

In 1994, Alliance sold 4.96 million newly issued units to third parties at
prevailing market prices. The sales decreased the Company's ownership of
Alliance's publicly traded units from 63.2% to 59.2%. In addition, the
Company continues to hold its 1% general partnership interest in Alliance.
The Company recognized an investment gain of $52.4 million as a result of
these transactions.

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

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1994 1993 1992
---------- --------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Balance, beginning of year ...................... $ 131.9 $ 78.8 $ 65.5
Changes in unrealized investment (losses) gains (823.8) (14.1) 6.0
Effect of adopting SFAS No. 115 ................. -- 283.9 --
Changes in unrealized investment (gains) losses
attributable to:
Participating group annuity contracts ........ 40.8 (36.2) 19.4
Deferred policy acquisition costs ............. 269.5 (150.5) --
Deferred Federal income taxes ................. 178.6 (30.0) (12.1)
---------- --------- --------
Balance, End of Year ............................ $(203.0) $ 131.9 $ 78.8
========== ========= ========
Balance, end of year comprises:
Unrealized investment (losses) gains on:
Fixed maturities .............................. $(461.3) $ 283.9 $ (3.9)
Other equity investments ...................... 7.7 75.8 81.6
Other ......................................... 14.5 25.0 37.2
---------- --------- --------
Total ........................................ (439.1) 384.7 114.9
Amounts of unrealized investment (gains) losses
attributable to:
Participating group annuity contracts ....... 5.9 (34.9) 1.3
Deferred policy acquisition costs ............ 119.0 (150.5) --
Deferred Federal income taxes ................ 111.2 (67.4) (37.4)
---------- --------- --------
Total ........................................... $(203.0) $ 131.9 $ 78.8
========== ========= ========
</TABLE>

F-18

<PAGE>

6) CLOSED BLOCK

Summarized financial information of the Closed Block is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1994 1993
---------- ----------
(IN MILLIONS)
<S> <C> <C>
Assets
Fixed Maturities:
Held to maturity, at amortized cost (estimated fair value,
$1,785.0 and $1,971.5) ................................. $1,927.8 $1,871.5
Available for sale, at estimated fair value (amortized
cost, $1,270.3 and $984.4) ............................. 1,197.0 1,030.6
Mortgage loans on real estate .............................. 1,543.7 1,692.3
Policy loans ............................................... 1,827.9 1,877.1
Cash and other invested assets ............................. 442.5 426.2
Deferred policy acquisition costs .......................... 878.1 940.3
Other assets ............................................... 288.5 246.3
---------- ----------
Total Assets ............................................... $8,105.5 $8,084.3
========== ==========
Liabilities
Future policy benefits and policyholders' account balances $8,965.3 $9,067.3
Other liabilities .......................................... 104.2 76.1
---------- ----------
Total Liabilities .......................................... $9,069.5 $9,143.4
========== ==========
</TABLE>

YEARS ENDED JULY 22
DECEMBER 31, THROUGH
------------------- DECEMBER 31,
1994 1993 1994
--------- --------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Premiums and other revenue ...................... $ 798.1 $ 860.2 $303.7
Investment income (net of investment expenses of
$19.0, $17.3 and $2.7) ......................... 523.0 526.5 209.7
Investment losses, net .......................... (24.0) (15.0) (2.4)
--------- --------- --------
Total revenues ................................ 1,297.1 1,371.7 511.0
--------- --------- --------
Benefits and Other Deductions
Policyholders' benefits and dividends ........... 1,075.6 1,141.4 402.3
Other operating costs and expenses .............. 70.5 102.0 49.4
--------- --------- --------
Total benefits and other deductions ........... 1,146.1 1,243.4 451.7
--------- --------- --------
Contribution from the Closed Block .............. $ 151.0 $ 128.3 $ 59.3
========= ========= ========
</TABLE>

The fixed maturity portfolio, based on amortized cost, includes $23.8
million and $22.0 million at December 31, 1994 and 1993, respectively, of
restructured securities which includes problem fixed maturities of $6.4
million and $10.4 million, respectively.

At December 31, 1994 and 1993, problem mortgage loans on real estate had
an amortized cost of $27.6 million and $130.0 million, respectively, and
mortgage loans on real estate for which the payment terms have been
restructured had an amortized cost of $179.2 million and $199.9 million,
respectively. At December 31, 1994 and 1993, the restructured mortgage loans
on real estate amount included $.7 million and $9.7 million, respectively, of
problem mortgage loans on real estate.

Valuation allowances amounted to $46.2 million and $72.2 million on
mortgage loans on real estate and $2.6 million and $.6 million on equity real
estate at December 31, 1994 and 1993, respectively. Writedowns of fixed
maturities amounted to $15.9 million and $1.7 million for the years ended
December 31, 1994 and 1993, respectively, and $2.2 million for the period
July 22, 1992 to December 31, 1992.

F-19

Implementation of a new accounting statement for the valuation of fixed
maturities at December 31, 1993, resulted in the 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 is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1994 1993
---------- ----------
(IN MILLIONS)
<S> <C> <C>
Assets
Mortgage loans on real estate ...... $1,730.5 $2,076.0
Equity real estate .................. 1,194.8 1,445.2
Other invested assets ............... 978.8 1,132.4
Other assets ........................ 529.5 660.3
---------- ----------
Total Assets ........................ $4,433.6 $5,313.9
========== ==========
Liabilities
Policyholders' liabilities .......... $1,924.0 $2,698.5
Allowance for future losses ......... 185.6 236.4
Amounts due to continuing operations 2,108.6 2,125.9
Other liabilities ................... 215.4 253.1
---------- ----------
Total Liabilities ................... $4,433.6 $5,313.9
========== ==========
</TABLE>

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Investment income (net of investment expenses of
$174.0, $175.8 and $117.4) ..................... $368.4 $526.4 $ 559.1
Investment gains (losses), net .................. 26.8 (22.6) (21.7)
Policy fees, premiums and other income ......... .3 8.7 3.4
--------- --------- ---------
Total revenues .................................. 395.5 512.5 540.8
Benefits and other deductions ................... 417.2 537.2 701.7
--------- --------- ---------
Losses Charged to Allowance for Future Losses .. $(21.7) $(24.7) $(160.9)
========= ========= =========
</TABLE>

In 1991, the Company established a pre-tax provision of $396.7 million for
the estimated future losses of the GIC Segment. In 1992, implementation of a
new accounting statement for income taxes 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 a new
accounting statement for the valuation of fixed maturities 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, 1994 and 1993
consist of $3,324.0 million and $3,284.0 million, respectively, borrowed by
the GIC Segment from continuing operations, offset by $1,215.4 million and
$1,158.1 million, respectively, representing an obligation of continuing
operations to provide assets to fund the accumulated deficit of the GIC
Segment.

In January 1995, continuing operations transferred $1,215.4 million in
cash to the GIC Segment in settlement of its obligation. Subsequently, the
GIC Segment remitted $1,155.4 million in cash to continuing operations in
partial repayment of borrowings by the GIC Segment. No gains or losses were
recognized on these transactions.

F-20

Investment income includes $88.2 million, $97.7 million and $94.2 million
of interest income in 1994, 1993 and 1992, respectively, on amounts due from
continuing operations. Benefits and other deductions includes $193.1 million,
$188.4 million and $132.8 million of interest expense related to amounts
borrowed from continuing operations in 1994, 1993 and 1992, respectively.

Valuation allowances amounted to $50.2 million and $61.4 million on
mortgage loans on real estate and $74.7 million and $61.5 million on equity
real estate at December 31, 1994 and 1993, respectively. Writedowns of fixed
maturities amounted to $17.8 million, $1.1 million and $5.2 million for the
years ended December 31, 1994, 1993 and 1992, respectively.

The fixed maturity portfolio, based on amortized cost, includes $43.3
million and $59.8 million at December 31, 1994 and 1993, respectively, of
restructured securities. These amounts include problem fixed maturities of
$9.7 million and $21.3 million at December 31, 1994 and 1993, respectively.

At December 31, 1994 and 1993, problem mortgage loans on real estate had
amortized costs of $14.9 million and $64.8 million, respectively, and
mortgage loans on real estate for which the payment terms have been
restructured had amortized costs of $371.2 million and $373.3 million,
respectively. At December 31, 1993, the restructured mortgage loans on real
estate amount included $.2 million of problem mortgage loans on real estate.

At December 31, 1994 and 1993, the GIC Segment had $312.2 million and
$325.9 million, respectively, of real estate acquired in satisfaction of
debt.

8) SHORT-TERM AND LONG-TERM DEBT

Short-term and long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1994 1993
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Short-term debt ................................. $ 20.0 $ 200.7
---------- ---------
Long-term debt:
Equitable Life:
Eurodollar notes, 10.375% due 1995 ............. 34.6 66.0
Eurodollar notes, 10.5% due 1997 ............... 76.2 76.2
Zero coupon note, 11.25% due 1997 .............. 107.8 96.6
Other .......................................... 48.7 37.4
---------- ---------
Total Equitable Life .......................... 267.3 276.2
---------- ---------
Wholly Owned and Joint Venture Real Estate:
Mortgage notes, 3.89% - 12.75% due through 2019 1,046.2 1,073.2
---------- ---------
Alliance:
Direct placement notes ........................ -- 105.0
Other ......................................... 3.9 4.4
---------- ---------
Total Alliance ............................... 3.9 109.4
---------- ---------
Total long-term debt ............................ 1,317.4 1,458.8
---------- ---------
Total Short-term and Long-term Debt ............. $1,337.4 $1,659.5
========== =========
</TABLE>

Short-term Debt

On July 11, 1994, Equitable Life established a three-year $350.0 million
bank credit facility which replaced a similar $550.0 million credit facility
scheduled to mature in August 1994. 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, 1994 range from 5.5%
(the Federal Funds rate plus 50 basis points) to 8.5% (the prime rate). No
amounts have been borrowed under this bank credit facility at December 31,
1994.

F-21

Equitable Life has a commercial paper program with an issue limit of up to
$500.0 million. This program is available for general corporate purposes used
to support Equitable Life's liquidity needs and is supported by Equitable
Life's existing $350.0 million three-year bank credit facility. No amounts have
been borrowed under this program through December 31, 1994.

Alliance established a $100.0 million revolving credit facility with
several banks during 1994. On March 31, 1997, the revolving credit facility
converts into a term loan payable quarterly in equal installments through
March 31, 1999. Outstanding borrowings generally bear interest at the
Eurodollar rate plus .875% per annum through March 31, 1997 and at the
Eurodollar rate plus 1.125% per annum after conversion through March 31,
1999. In addition, a quarterly commitment fee of .25% per annum is paid on
the average daily unused amount. At December 31, 1994, there were no amounts
outstanding under the facility.

During 1994, Alliance authorized a $100.0 million commercial paper program
and entered into a three-year $100.0 million revolving credit facility with a
group of commercial banks to support commercial paper to be issued under the
program. Amounts outstanding under the facility bear interest at an annual
rate ranging from the Eurodollar rate plus .225% to the Eurodollar rate plus
.2875%. A fee of .1250% per annum is paid quarterly on the entire facility.
At December 31, 1994, Alliance had not issued any commercial paper and there
were no amounts outstanding under the revolving credit facility.

During 1994, EREIM established two bank lines of credit totaling $30.0
million of which $20.0 million was outstanding at December 31, 1994.

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.

During 1994, Alliance repaid the direct placement notes.

The Company has pledged real estate, mortgage loans, cash and securities
amounting to $1,744.4 million and $1,855.6 million at December 31, 1994 and
1993, respectively, as collateral for certain long-term debt.

At December 31, 1994, aggregate maturities of the long-term debt based on
required principal payments at maturity for 1995 and the succeeding four
years are $39.9 million, $124.6 million, $467.2 million, $301.3 million and
$15.3 million, respectively, and $414.0 million thereafter.

9) FEDERAL INCOME TAXES

A summary of the Federal income tax expense (benefit) in the consolidated
statements of earnings is shown below:

The Federal income taxes attributable to consolidated operations are
different from the amounts determined by multiplying the earnings (loss) from
operations before Federal income taxes by the expected Federal income tax
rate (35% for 1994 and 1993 and 34% for 1992).

F-22

The sources of the difference and the tax effects of each are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Expected Federal income tax expense (benefit) $138.1 $106.3 $(2.4)
Differential earnings amount ................. (16.8) (23.2) 6.4
Adjustment of tax audit reserves ............. (4.6) 22.9 22.5
Tax rate adjustment .......................... -- (5.0) --
Other ........................................ (15.5) (9.7) (7.3)
--------- --------- ---------
Federal Income Tax Expense ................... $101.2 $ 91.3 $19.2
========= ========= =========
</TABLE>

Prior to 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 for stock life insurance companies
over the average mutual life insurance companies' earnings rate. The
differential earnings amount for each tax year was subsequently recomputed
when actual earnings rates were published by the Internal Revenue Service. As
a stock life insurance company, Equitable Life 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 is in the process of examining Equitable
Life's Federal income tax returns for the years 1984 through 1988. Management
believes these audits will have no material adverse effect on the Company's
consolidated results of operations.

The components of the net deferred Federal income tax asset are as
follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1994 DECEMBER 31, 1993
------------------------ ------------------------
ASSETS LIABILITIES ASSETS LIABILITIES
--------- ------------- --------- -------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Deferred policy acquisition costs,
reserves and reinsurance ......... $-- $220.3 $-- $200.9
Investments ....................... -- 18.7 -- 126.4
Compensation and related benefits 307.3 -- 288.5 --
Other ............................. -- 5.8 66.6 --
--------- ------------- --------- -------------
Total ............................. $307.3 $244.8 $355.1 $327.3
========= ============= ========= =============
</TABLE>

The deferred Federal income tax expense (benefit) impacting operations
reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. The sources of these temporary
differences and the tax effects of each are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1994 1993 1992
-------- ---------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Deferred policy acquisition costs, reserves and
reinsurance ................................... $ 13.0 $(46.7) $ 26.9
Investments .................................... 89.3 60.4 (41.0)
Compensation and related benefits .............. 10.0 (50.1) (2.4)
Other .......................................... (15.1) 11.9 5.0
-------- ---------- --------
Deferred Federal Income Tax Expense (Benefit) . $ 97.2 $(24.5) $(11.5)
======== ========== ========
</TABLE>

F-23

10) REINSURANCE AGREEMENTS

The Insurance Group assumes and cedes reinsurance with other insurance
companies. The Insurance Group evaluates the financial condition of its
reinsurers to minimize its exposure to significant losses from reinsurer
insolvencies. The effect of reinsurance (excluding Group Life and Health) is
summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER
31,
--------------------
1994 1993
--------- ---------
(IN MILLIONS)
<S> <C> <C>
Direct premiums .......................................... $476.7 $458.8
Reinsurance assumed ...................................... 180.5 169.9
Reinsurance ceded ........................................ (31.6) (29.6)
--------- ---------
Premiums ................................................. $625.6 $599.1
========= =========
Universal Life and Investment- type Product Policy Fee
Income Ceded ............................................ $ 27.5 $ 33.7
========= =========
Policyholders' Benefits Ceded ............................ $ 20.7 $ 72.3
========= =========
Interest Credited to Policyholders' Account Balances
Ceded ................................................... $ 25.4 $ 24.1
========= =========
</TABLE>

For the year ended December 31, 1992, reinsurance premiums assumed totaled
$151.0 million and reinsurance premiums ceded totaled $16.6 million.

Prior to 1993, 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, all in force business between $5.0 million and $10.0 million
was reinsured. The Insurance Group also reinsures the entire risk on certain
substandard underwriting risks as well as in certain other cases.

The Insurance Group cedes 100% of its Group Life and Health business to
CIGNA. Premiums ceded to CIGNA totaled $241.0 million, $895.1 million and
$1,126.7 million for the years ended December 31, 1994, 1993 and 1992,
respectively. Ceded death and disability benefits totaled $235.5 million and
$787.8 million for the years ended December 31, 1994 and 1993, respectively.
Insurance liabilities ceded totaled $833.4 million and $1,130.3 million at
December 31, 1994 and 1993, respectively.

11) EMPLOYEE BENEFIT PLANS

The Company sponsors qualified and non-qualified defined benefit plans
covering substantially all employees (including certain qualified part-time
employees), managers and agents. 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 is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1994 1993 1992
--------- --------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Service cost .................................. $ 30.3 $ 29.8 $ 30.6
Interest cost on projected benefit obligations 111.0 108.0 104.2
Actual return on assets ....................... 24.4 (178.6) (52.6)
Net amortization and deferrals ................ (142.5) 55.3 (67.4)
--------- --------- --------
Net Periodic Pension Cost ..................... $ 23.2 $ 14.5 $ 14.8
========= ========= ========
</TABLE>

F-24

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

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1994 1993
---------- ----------
(IN MILLIONS)
<S> <C> <C>
Actuarial present value of obligations:
Vested .............................................................. $1,295.5 $1,403.5
Non-vested .......................................................... 8.7 10.4
---------- ----------
Accumulated Benefit Obligation ....................................... $1,304.2 $1,413.9
======== ==========
Plan assets at fair value ............................................ $1,193.5 $1,259.5
Projected benefit obligation ......................................... 1,403.4 1,488.9
---------- ----------
Projected benefit obligation in excess of plan assets ................ (209.9) (229.4)
Unrecognized prior service cost ...................................... (33.2) (39.0)
Unrecognized net loss from past experience different from that
assumed ............................................................. 298.9 309.8
Unrecognized net asset at transition ................................. (20.8) (34.2)
Additional minimum liability ......................................... (37.8) (56.8)
---------- ----------
Accrued Pension Cost ................................................. $ (2.8) $ (49.6)
========== ==========
</TABLE>

The discount rate and rate of increase in future compensation levels used
in determining the actuarial present value of projected benefit obligations
were 8.75% and 4.88% at December 31, 1994 and 7.5% and 4% at December 31,
1993, respectively. As of January 1, 1994 and 1993, the expected long-term
rate of return on assets for the retirement plan was 10%.

The Company recorded, as a reduction of shareholder's equity, an
additional minimum pension liability of $2.7 million, net of Federal income
taxes, at December 31, 1994 representing the excess of the accumulated
benefit obligation over the fair value of plan assets and accrued pension
liability.

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

As of December 31, 1993, the Company changed the method of 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 statements of earnings.

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 $38.1 million,
$39.9 million and $41.6 million for the years ended December 31, 1994, 1993
and 1992, 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. The costs of postretirement benefits are recognized in
accordance with the provisions of SFAS No. 106. The Company continues to fund
postretirement benefits costs on a pay-as-you-go basis and, for the years
ended December 31, 1994, 1993 and 1992, the Company made estimated
postretirement benefits payments of $29.8 million, $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 financial
statements:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1994 1993 1992
------- ------- ------
(IN MILLIONS)
<S> <C> <C> <C>
Service cost ............................... $ 3.9 $ 5.3 $ 6.0
Interest cost on accumulated postretirement
benefits obligation ....................... 28.6 29.2 31.9
Unrecognized prior service cost ............ (3.9) (6.9) --
Net amortization and deferrals ............. -- 1.5 --
------- ------- ------
Net Periodic Postretirement Benefits Costs $28.6 $29.1 $37.9
======= ======= ======
</TABLE>

F-25

<PAGE>

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1994 1993
---------- ----------
(IN MILLIONS)
<S> <C> <C>
Accumulated postretirement benefits obligation:
Retirees ......................................... $(300.4) $(283.4)
Fully eligible active plan participants .......... (33.0) (38.7)
Other active plan participants ................... (44.0) (75.1)
---------- ----------
(377.4) (397.2)
Unrecognized benefit of plan amendments ............ (3.2) --
Unrecognized prior service cost .................... (61.9) (66.6)
Unrecognized net loss from past experience
different from that assumed and from changes in
assumptions ...................................... 64.7 85.5
---------- ----------
Accrued Postretirement Benefits Cost ............... $(377.8) $(378.3)
========== ==========
</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 those offered to active employees and
medical benefits will be limited to 200% of 1993 costs for all participants.

The assumed health care cost trend rate used in measuring the accumulated
postretirement benefits obligation was 10% in 1994, gradually declining to 5%
in the year 2004 and in 1993 was 13%, gradually declining to 6% in the year
2007. The weighted average discount rate used in determining the accumulated
postretirement benefits obligation was 8.75%, 7.5% and 8.5% at December 31,
1994, 1993 and 1992, respectively.

If the health care cost trend rate assumptions were increased by 1%, the
accumulated postretirement benefits obligation as of December 31, 1994 would
be increased 6.6%. The effect of this change on the sum of the service cost
and interest cost would be an increase of 8.6%.

12) DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivatives

The Insurance Group primarily uses derivatives for asset/liability risk
management and for hedging individual securities. Derivatives mainly are
utilized to reduce the Insurance Group's exposure to interest rate
fluctuations. Accounting for interest swap transactions are on an accrual
basis. Gains and losses related to hedge transactions are amortized as yield
adjustments for the remaining life of the underlying hedged item. Income and
expense resulting from derivative activities are reflected in net investment
income. The notional amount of matched interest rate swaps outstanding at
December 31, 1994 was $1,906.6 million. The average unexpired terms at
December 31, 1994 range from 2.2 to 2.9 years. At December 31, 1994, the cost
of terminating outstanding matched swaps in a loss position was $79.8 million
and the unrealized gain on outstanding matched swaps in a gain position was
$17.6 million. The Company has no intention of terminating these contracts
prior to maturity. During 1994, 1993 and 1992, net (losses) gains of $(.2)
million, $-0- million and $2.2 million, respectively, were recorded in
connection with interest rate swap activity.

Fair Value of Financial Instruments

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

Certain financial instruments are excluded, particularly insurance
liabilities other than financial guarantees and investment contracts. Fair
market value of off-balance-sheet financial instruments of the Insurance
Group was not material at December 31, 1994 and 1993.

F-26

Fair value for mortgage loans on real estate are estimated by discounting
future contractual cash flows using interest rates at which loans with
similar characteristics and credit quality would be made. Fair values for
foreclosed mortgage loans and problem mortgage loans are limited to the
estimated fair value of the underlying collateral if lower.

The estimated fair values for the Company's liabilities under GIC and
association plan contracts are estimated using contractual cash flows
discounted based on the T. Rowe Price GIC Index Rate for the appropriate
duration. For durations in excess of the published index rate, the
appropriate Treasury rate is used plus a spread equal to the longest duration
GIC rate spread published.

The estimated fair values for those group annuity contracts which are
classified as investment contracts are measured at the estimated fair value
of the underlying assets. Deposit administration contracts (included with
group annuity contracts) classified as insurance contracts are measured at
estimated fair value of the underlying assets. The estimated fair values for
single premium deferred annuities ("SPDA") are estimated using projected cash
flows discounted at current offering rates. The estimated fair values for
supplementary contracts not involving life contingencies ("SCNILC") and
annuities certain are derived using discounted cash flows based upon the
estimated current offering rate.

Fair value for long-term debt is determined using published market values,
where available, or contractual cash flows discounted at market interest
rates. The estimated fair values for non-recourse mortgage debt are
determined by discounting contractual cash flows at a rate which takes into
account the level of current market interest rates and collateral risk. The
estimated fair values for recourse mortgage debt are determined by
discounting contractual cash flows at a rate based upon current interest
rates of other companies with credit ratings similar to the Company. The
Company's fair value of short-term borrowings approximates their carrying
value.

The following table discloses carrying value and estimated fair value for
financial instruments not otherwise disclosed in Notes 3 and 6:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------
1994 1993
------------------------ ------------------------
CARRYING ESTIMATED CARRYING ESTIMATED
VALUE FAIR VALUE VALUE FAIR VALUE
---------- ------------ ---------- ------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Consolidated Financial Instruments:
- -----------------------------------
Mortgage loans on real estate ..... $4,018.0 $3,919.4 $4,592.1 $4,889.6
Other joint ventures ............... 544.4 544.4 658.3 658.3
Policy loans ....................... 1,731.2 1,676.6 1,549.1 1,622.3
Risk based Separate Account assets 269.8 269.0 283.4 283.6
Policyholders' account balances:
Association plans ................. 141.0 141.0 242.0 247.0
Group annuity contracts ........... 2,450.0 2,469.0 2,902.0 2,995.0
SPDA .............................. 1,744.3 1,732.7 2,129.5 2,143.0
Annuity certain and SCNILC ....... 599.1 624.7 580.4 632.6
Long-term debt ..................... 1,317.4 1,249.2 1,458.8 1,299.1
Closed Block Financial Instruments:
- -----------------------------------
Mortgage loans on real estate ..... 1,543.7 1,477.8 1,692.3 1,796.1
Other equity investments ........... 179.5 179.5 210.5 210.5
Policy loans ....................... 1,827.9 1,721.9 1,877.1 1,961.5
SCNILC liability ................... 39.5 37.0 45.0 45.8
GIC Segment Financial Instruments:
- -----------------------------------
Mortgage loans on real estate ..... 1,730.5 1,743.7 2,076.0 2,259.6
Fixed maturities ................... 219.3 219.3 373.0 373.0
Other equity investments ........... 591.8 591.8 711.0 711.0
Guaranteed interest contracts ..... 835.0 855.0 1,601.8 1,717.2
Long-term debt ..................... 134.8 127.9 142.8 137.4
</TABLE>

F-27

13) COMMITMENTS AND CONTINGENT LIABILITIES

The Company has provided, from time to time, certain guarantees or
commitments to affiliates, investors and others. These arrangements include
commitments by the Company, under certain conditions: to make liquidity
advances to cover delinquent principal and interest and property protection
expenses with respect to loan servicing agreements for securitized mortgage
loans which at December 31, 1994 totaled $1.9 billion (as of December 31,
1994, $2.0 million has been advanced under these commitments); to make
capital contributions of up to $249.5 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, 1994 of $25.9 million; to guarantee
interest on non-recourse debt on investments in real estate; to guarantee
$54.4 million of loans at December 31, 1994 made directly to real estate
partnerships in which the Company has an ownership interest; to provide equity
financing to certain limited partnerships of $67.5 million at December 31,
1994, under existing loan or loan commitment agreements; and to fund its
participation in various partnerships which at December 31, 1994 totaled $3.3
million. Management believes the Company will not incur any material losses as
a result of these commitments.

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

At December 31, 1994, two money market fund portfolios ("Portfolios")
sponsored by Alliance owned $30.0 million principal amount of Tax and Revenue
Anticipation Notes Series A issued by Orange County, California due July 19,
1995 ("Orange County Obligations"). On December 6, 1994, Orange County filed
a petition in bankruptcy under Chapter 9 of the Federal Bankruptcy Code.
Alliance arranged for the issuance of letters of credit by a commercial bank
in favor of the Portfolios which allow the Portfolios to draw down an
aggregate of up to $31.4 million if Orange County fails to pay principal and
interest due at maturity. Alliance is required to pay the bank, on demand,
all amounts drawn down by the Portfolios under the letters of credit. The
letters of credit will be reduced to reflect any sales of Orange County
Obligations by the Portfolios. The Company believes that its loss, if any,
resulting from the Orange County Obligations will not be material.

14) LITIGATION

The Company is a defendant in connection with various legal actions and
proceedings of a character normally incident to its 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.

15) LEASES

The Company has entered into operating leases for office space and certain
other assets, principally data processing equipment and office furniture and
equipment. Future minimum payments under noncancelable leases for 1995 and
the succeeding four years are $125.6 million, $103.7 million, $77.8 million,
$64.5 million, $53.4 million and $372.6 million thereafter. Minimum future
sublease rental income on these noncancelable leases for 1995 and the
succeeding four years are $9.1 million, $6.8 million, $6.4 million, $5.9
million, $3.9 million and $3.6 million thereafter.

At December 31, 1994, the minimum future rental income on noncancelable
operating leases for wholly owned investments in real estate for 1995 and the
succeeding four years are $306.9 million, $283.9 million, $254.6 million,
$223.1 million and $192.8 million and $876.1 million thereafter.

F-28

16) SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31, 1994, 1993 and 1992, respectively, real
estate of $189.8 million, $261.8 million and $208.5 million was acquired in
satisfaction of debt.

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

In connection with the demutualization, certain significant non-cash
transactions occurred as follows: 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); secured and surplus notes
aggregating $1.0 billion issued to AXA were exchanged for 69.8 million shares
of the Holding Company's common stock, 2.5 million shares of convertible
preferred stock and 2.989 million shares of the Holding Company's redeemable
preferred stock; policyholders received 22.6 million shares of common stock
for policyholders' membership interest and retained earnings of $1,089.4
million were transferred to common stock and capital in excess of par; and
policy credits of $48.5 million were credited to certain policyholders and
$19.7 million were accrued or paid to certain policyholders with such policy
credits and cash payments being charged to retained earnings.

17) OTHER OPERATING COSTS AND EXPENSES

Other operating costs and expenses consisted of the following:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1994 1993 1992
----------- ----------- -----------
(IN MILLIONS)
<S> <C> <C> <C>
Compensation costs ........................ $ 690.0 $1,452.3 $1,302.2
Commissions ............................... 313.0 551.1 491.5
Short-term debt interest expense .......... 19.0 317.1 176.1
Long-term debt interest expense ........... 98.3 86.0 166.0
Amortization of policy acquisition costs . 318.1 275.9 144.7
Capitalization of policy acquisition costs (410.9) (397.8) (409.0)
Rent expense, net of sub-lease income .... 128.9 159.5 213.7
Other ..................................... 786.7 1,140.1 1,010.5
----------- ----------- -----------
Total ..................................... $1,943.1 $3,584.2 $3,095.7
=========== =========== ===========
</TABLE>

During the years ended December 31, 1994, 1993 and 1992, the Company
restructured certain operations in connection with cost reduction programs
and recorded pre-tax provisions of $20.4 million, $96.4 million and $24.8
million, respectively. The amounts paid during 1994, associated with the 1994
cost reduction program, totaled $5.0 million. At December 31, 1994, the
liabilities associated with the 1994 cost reduction program amounted to $15.4
million. The 1994 cost reduction program included costs associated with the
termination of operating leases and employee severance benefits in connection
with the consolidation of 16 insurance agencies. The 1993 cost reduction
program primarily reflected severance benefits of terminated employees in
connection with the combination of a wholly owned subsidiary of the Company
with Alliance.

18) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

Equitable Life is restricted as to the amounts it may pay as dividends to
the Holding Company. Under the New York Insurance Law, the 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, 1994, 1993 and 1992, statutory earnings (loss)
totaled $67.5 million, $324.0 million and $(288.6) million, respectively. No
amounts are expected to be available for dividends from Equitable Life to the
Holding Company in 1995.

At December 31, 1994, the Insurance Group, in accordance with various
government and state regulations, had $17.5 million of securities deposited
with such government or state agencies.

F-29

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

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------
1994 1993 1992
--------- --------- -----------
(IN MILLIONS)
<S> <C> <C> <C>
Net change in statutory surplus and capital stock ..... $ 292.4 $ 190.8 $ 534.2
Change in asset valuation reserves ..................... (285.2) 639.1 81.2
--------- --------- -----------
Net change in statutory surplus, capital stock and
asset valuation reserves .............................. 7.2 829.9 615.4
Adjustments:
Future policy benefits and policyholders' account
balances ........................................... (11.0) (171.0) (72.1)
Deferred policy acquisition costs .................... 92.8 121.8 264.3
Deferred Federal income taxes ........................ (59.7) (57.5) 394.2
Valuation of investments ............................. 45.2 202.3 (37.0)
Valuation of investment subsidiary ................... 396.6 (464.9) (37.8)
Limited risk reinsurance ............................. 74.9 85.2 (20.7)
Sale of subsidiary and joint venture ................. -- (366.5) --
Surplus note ......................................... -- -- 250.0
Contribution from the Holding Company ................ (300.0) -- --
Demutualization transaction .......................... -- -- (1,129.3)
Postretirement benefits .............................. 17.1 23.8 (357.5)
Other, net ........................................... (44.0) 60.3 (30.9)
GAAP adjustments of Closed Block ..................... 4.5 (16.0) (7.4)
GAAP adjustments of discontinued GIC Segment ......... 42.8 (35.0) 53.5
--------- --------- -----------
Net Earnings (Loss) .................................. $ 266.4 $ 212.4 $ (115.3)
========= ========= ===========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------
1994 1993 1992
---------- ---------- -----------
(IN MILLIONS)
<S> <C> <C> <C>
Statutory surplus and capital stock ................. $2,124.8 $1,832.4 $ 1,641.6
Asset valuation reserves ............................ 980.2 1,265.4 626.3
---------- ---------- -----------
Statutory surplus, capital stock and asset valuation
reserves ........................................... 3,105.0 3,097.8 2,267.9
Adjustments:
Future policy benefits and policyholders' account
balances ........................................ (949.5) (938.5) (747.0)
Deferred policy acquisition costs ................. 3,221.1 2,858.8 2,887.5
Deferred Federal income taxes ..................... (26.8) (137.8) (52.9)
Valuation of investments .......................... (794.1) (29.8) (507.5)
Valuation of investment subsidiary ................ (476.5) (873.1) (408.2)
Limited risk reinsurance .......................... (845.9) (920.8) (1,006.0)
Postretirement benefits ........................... (316.6) (333.7) (357.5)
Other, net ........................................ (79.2) (81.9) (67.4)
GAAP adjustments of Closed Block .................. 578.8 574.2 577.0
GAAP adjustments of discontinued GIC Segment ...... (221.9) (264.6) (226.0)
---------- ---------- -----------
Total Shareholder's Equity ........................ $3,194.4 $2,950.6 $ 2,359.9
========== ========== ===========
</TABLE>

19) BUSINESS SEGMENT INFORMATION

The Company has three major business segments: Individual Insurance and
Annuities; Investment Services and Group Pension. Consolidation/elimination,
principally includes debt not specific to any business segment. Net assets of
$1,924.6 million at December 31, 1993 held within the Insurance Group and
previously presented in Consolidation/elimination are now presented as
Attributed Insurance Capital within insurance operations. Attributed
Insurance Capital represents net assets and related revenues and earnings

F-30

of the Insurance Group 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 Attributed Insurance Capital and the Individual
Insurance and Annuities and Group Pension segments to result in the insurance
Sbusiness segments having assets equal to adjusted liabilities plus equity
maintained at Equitable Life and its 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.

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 Investment Services segment provides investment fund management,
primarily to institutional clients. This segment includes Separate Accounts
which provide various investment options for group clients through pooled or
single group accounts.

Intersegment investment advisory and other fees of approximately $135.3
million, $128.6 million and $131.2 million for 1994, 1993 and 1992,
respectively, are included in total revenues of the Investment Services
segment. These fees, excluding amounts related to the discontinued GIC
Segment of $27.4 million, $17.0 million and $19.0 million for 1994, 1993 and
1992, respectively, are eliminated in consolidation.

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.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1994 1993 1992
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Individual insurance and annuities .................... $3,110.7 $2,981.5 $3,479.6
Group pension ......................................... 359.1 426.6 512.0
Attributed insurance capital .......................... 79.4 61.6 85.2
---------- ---------- ----------
Insurance operations ................................. 3,549.2 3,469.7 4,076.8
Investment services ................................... 935.2 2,792.6 2,314.4
Consolidation/elimination ............................. (24.7) (40.5) (106.2)
---------- ---------- ----------
Total ................................................. $4,459.7 $6,221.8 $6,285.0
========== ========== ==========
Earnings (loss) before Federal income taxes,
extraordinary item and cumulative effect of
accounting changes
Individual insurance and annuities .................... $ 245.5 $ 76.2 $ (148.0)
Group pension ......................................... 15.8 2.0 16.2
Attributed insurance capital .......................... 69.8 49.0 (17.2)
---------- ---------- ----------
Insurance operations ................................. 331.1 127.2 (149.0)
Investment services ................................... 177.5 302.1 289.8
Consolidation/elimination ............................. .3 .5 4.6
---------- ---------- ----------
Subtotal ............................................ 508.9 429.8 145.4
Corporate interest expense ............................ (114.2) (126.1) (152.6)
---------- ---------- ----------
Total ................................................. $ 394.7 $ 303.7 $ (7.2)
========== ========== ==========
</TABLE>

F-31

<PAGE>
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1994 1993
----------- -----------
(IN MILLIONS)
<S> <C> <C>
Assets
Individual insurance and annuities $44,063.4 $42,667.1
Group pension ..................... 4,222.8 4,928.4
Attributed insurance capital ..... 2,609.8 2,852.4
----------- -----------
Insurance operations ............. 50,896.0 50,447.9
Investment services ............... 12,127.9 12,229.1
Consolidation/elimination ......... (1,614.4) (1,589.3)
----------- -----------
Total ............................. $61,409.5 $61,087.7
=========== ===========
</TABLE>

20) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The quarterly results of operations for the years ended December 31, 1994,
1993 and 1992, are summarized below:

<TABLE>
<CAPTION>
THREE MONTHS ENDED,
-----------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
---------- ---------- -------------- -------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
1994
- ----------------------------
Total Revenues .............. $1,107.4 $1,075.0 $1,153.8 $1,123.5
Earnings before Cumulative
Effect of Accounting Change $ 64.0 $ 68.4 $ 89.1 $ 72.0
Net Earnings ................ $ 36.9 $ 68.4 $ 89.1 $ 72.0
1993
- ----------------------------
Total Revenues .............. $1,502.2 $1,539.7 $1,679.4 $1,500.5
========== ========== ============== =============
Net Earnings ................ $ 32.3 $ 47.1 $ 68.8 $ 64.2
========== ========== ============== =============
1992
- ----------------------------
Total Revenues .............. $1,781.7 $1,647.7 $1,484.4 $1,371.2
========== ========== ============== =============
(Loss) Earnings before
Extraordinary Item and
Cumulative Effect of
Accounting Changes ......... $ (3.6) $ (18.9) $ 25.0 $ (28.9)
========== ========== ============== =============
Net Loss .................... $ (18.6) $ (44.7) $ (23.1) $ (28.9)
========== ========== ============== =============
Net Earnings (Loss) After
Demutualization ............ $ 34.1 $ (28.9)
============== =============
</TABLE>
21) INVESTMENT IN DLJ

On December 15, 1993, the Company sold a 61% interest in DLJ to the
Holding Company for $800.0 million in cash and securities. The excess of the
proceeds over the book value in DLJ at the date of sale of $340.2 million has
been reflected as a capital contribution. The results of operations and cash
flows of DLJ through the date of sale are included in the consolidated
statements of earnings and cash flows for the years ended December 31, 1993
and 1992. For the period subsequent to the date of sale, the results of
operations of DLJ are accounted for on the equity basis and are included in
commissions, fees and other income in the consolidated statements of
earnings. The Company's carrying value of DLJ is included in investment in
and loans to affiliates in the consolidated balance sheets.

F-32

Summarized balance sheets information for DLJ, reconciled to the Company's
carrying value of DLJ, are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1994 1993
----------- -----------
(IN MILLIONS)
<S> <C> <C>
Assets:
Trading account securities, at market value ............... $ 8,970.0 $11,589.8
Securities purchased under resale agreements .............. 10,476.4 11,547.7
Broker-dealer related receivables ......................... 11,784.8 13,745.2
Other assets .............................................. 1,884.9 1,884.0
----------- -----------
Total Assets .............................................. $33,116.1 $38,766.7
=========== ===========
Liabilities:
Securities sold under repurchase agreements ............... $18,356.7 $20,923.5
Broker-dealer related payables ............................ 10,618.0 13,450.3
Short-term and long-term debt ............................. 1,956.5 2,321.7
Other liabilities ......................................... 1,139.6 1,095.9
----------- -----------
Total liabilities ......................................... 32,070.8 37,791.4
Total shareholders' equity ................................ 1,045.3 975.3
----------- -----------
Total Liabilities, Cumulative Exchangeable Preferred Stock
and Shareholders' Equity ................................. $33,116.1 $38,766.7
=========== ===========
DLJ's equity as reported .................................. $ 1,045.3 $ 975.3
Unamortized cost in excess of net assets acquired in 1985 50.8 53.9
Reclassification of Cumulative Exchangeable Preferred
Stock .................................................... (225.0) (225.0)
The Holding Company's equity ownership in DLJ ............. (532.1) (490.6)
----------- -----------
The Company's Carrying Value of DLJ ....................... $ 339.0 $ 313.6
=========== ===========
</TABLE>
Summarized statements of earnings information for DLJ reconciled to the
Company's equity earnings of DLJ is as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1994
--------------
(IN MILLIONS)
<S> <C>
Commission, fees and other income .............................. $ 953.5
Net investment income .......................................... 791.9
Dealer, trading and investment gains, net ...................... 263.3
--------------
Total Revenues ................................................. 2,008.7
Total Expenses ................................................. 1,885.7
--------------
Net Earnings ................................................... $ 123.0
DLJ's net earnings as reported ................................. $ 123.0
Amortization of cost in excess of net assets acquired in 1985 . (3.1)
Reclassification of Cumulative Exchange Preferred Stock
Dividend ...................................................... (20.9)
The Holding Company's equity in DLJ's earnings ................. (60.9)
--------------
The Company's Equity in DLJ's Earnings ......................... $ 38.1
==============
</TABLE>

22) 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 gain net of related deferred policy
acquisition costs, deferred Federal income tax and amounts attributable to
participating group annuity contracts. 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 Class
B Notes are reflected in investments in and loans to affiliates on the
consolidated balance sheets.

F-33

23) SUBSEQUENT EVENTS

In early 1995, seven complaints were filed by various groups of
shareholders of the Alliance North American Government Income Trust, Inc.
(the "Fund") alleging violations of Federal securities laws, fraud,
negligence, negligent misrepresentations and omissions, breach of fiduciary
duty and breach of contract in connection with the Fund's investments in
Mexican and Argentine securities. Each of the actions is brought against the
Fund, Alliance, which is the investment advisor to the Fund, and Alliance
Capital Management Corporation, a wholly owned subsidiary of the Company
which owns the 1% general partnership interest in Alliance. Other entities
and persons are named as defendants in certain of the complaints. Each of the
actions seeks to have a plaintiff class certified consisting of all
shareholders of the Fund who purchased or owned shares in the Fund at varying
times between February 1992 and December 1994. It is possible that one or
more additional actions making similar allegations may be filed against
Alliance and certain of the other entities and persons noted above. The
actions seek an unspecified amount of damages, costs and attorneys' fees.
Alliance believes that the allegations in each of the actions are without
merit and intends to vigorously defend against the claims in the actions.
While the ultimate results of these actions cannot be determined, management
of Alliance does not expect that these actions will have a material adverse
effect on Alliance's business.

F-34

INCOME MANAGERSM
ACCUMULATOR PROSPECTUS

DATED NOVEMBER 1, 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 9
variable investment funds (INVESTMENT FUNDS) and each Guarantee Period
(GUARANTEE PERIOD) in the Guaranteed Period Account.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Investment Funds
- ------------------------------------------------------------------------------ Guarantee Periods
Asset Allocation Series: Equity Series: Fixed Income Series: Expiration Dates:
- ---------------------------- ---------------------- ------------------------ --------------------
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>
- ------------

* On January 1, 1996 a Guarantee Period with an Expiration Date of
February 15, 2006 will become available and the Guarantee Period
expiring on February 15, 1996 will no longer be available for new
allocations.

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.

OFFENSE.

THE CERTIFICATES ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE
NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED.
THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL INVESTED.
- ------------------------------------------------------------------------------
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 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 18

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 22
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 29
When Payments are Made 30
Assignment 30
Distribution of the Certificates 30

PART 6: DEDUCTIONS AND CHARGES PAGE 32

Charges Deducted from the Annuity
Account Value 32
Charges Deducted from the Investment
Funds 33
Trust Charges to Portfolios 33
Group or Sponsored Arrangements 34

PART 7: VOTING RIGHTS PAGE 35

Trust Voting Rights 35
Voting Rights of Others 35
Separate Account Voting Rights 35
Changes in Applicable Law 35

PART 8: TAX ASPECTS OF THE CERTIFICATES PAGE 36

Tax Changes 36
Taxation of Non-Qualified Annuities 36
Federal and State Income Tax
Withholding 37
Generation Skipping Tax 37
Special Rules for Certificates Issued in
Puerto Rico 38
Impact of Taxes to Equitable Life 38
Transfers Among Investment Options 38

PART 9: KEY FACTORS IN RETIREMENT PLANNING PAGE 39

Introduction 39
Inflation 39
Starting Early 40
Tax-Deferral 40
Investment Options 41
The Benefit of Annuitization 42

PART 10: INDEPENDENT ACCOUNTANTS PAGE 43

APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE PAGE 44

APPENDIX II: GUARANTEED MINIMUM DEATH BENEFIT (GMDB)
EXAMPLE PAGE 45

APPENDIX III: GMDB SPECIAL ADJUSTMENT PAGE 46

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS PAGE 47
</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 amounts are applied to provide
an annuity benefit.

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 annual 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 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.

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 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: Deductions and Charges." A market value adjustment (either positive
or negative) also may be applicable as a result of 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 RECEIVED
DURING THE FIRST CONTRACT YEAR (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
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."

(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

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. The Accumulator may not be available in
all states.

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.

o On January 1, 1996 a Guarantee Period maturing in calendar year 2006 will
become available and the Guarantee Period maturing on February 15, 1996
will no longer be available for new allocations.

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

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 (E.G., REQUESTS FOR TRANSFERS,
WITHDRAWALS) SENT BY
EXPRESS MAIL:

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

WITHDRAWALS

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

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 received during the first
Contract Year. This sales load is deducted on each of the seven Processing
Dates following the date we receive each such 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.

The applicable withdrawal charge percentage is determined by the Contract
Year in which the with-

<PAGE>

drawal 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."

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.

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 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.

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

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>
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.

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

<PAGE>
- ------------------------------------------------------------------------------
PART 3: INVESTMENT PERFORMANCE
- ------------------------------------------------------------------------------
This Part presents performance data for each of the Investment Funds (except
the International Fund) 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 commenced operations in May 1995 and no Certificates
were issued prior to that date. 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. Performance
data is not shown for the International Fund as the underlying Portfolio
commenced operation in April 1995.

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.

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

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
--------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
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 $3,479 8,642
Global 962 1,247 1,497 -- 1,763
Aggressive Stock 868 966 1,969 -- 3,965
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
-------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ------ ------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
Money Market $955 $ 997 $1,125 $1,517 $2,082
Intermediate Govt. Securities 873 1,006 -- -- 1,124
<FN>
- ------------

* See footnote below.
</TABLE>

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

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
-----------------------------------------------------
INVESTMENT THREE FIVE TEN SINCE
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 13.28% 12.02
Global (3.81) 7.64 8.41 -- 7.35
Aggressive Stock (13.16) (1.14) 14.51 -- 16.54
FIXED INCOME SERIES:
Money Market (4.46) (0.10) 2.39 4.25 5.38
Intermediate Govt. Securities (12.72) 0.19 -- -- 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.

The performance data for all periods has also been adjusted to reflect the
Separate Account mortality and expense risk charge, and the asset based
admin-

<PAGE>

istrative 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 which includes
reinvested dividends.

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

AGGRESSIVE STOCK: January 27, 1986; 50% Standard & Poor's 500 Mid-Cap Total
Return Index and 50% Russell 2000 Small Stock Index.

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 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:*

<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:*

<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
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*

1982 1983 1984 1985 1986 1987
-------- -------- --------- -------- -------- ---------
<S> <C> <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% 6.25%
GLOBAL -- -- -- -- -- (13.62)
AGGRESSIVE STOCK -- -- -- -- 34.43 6.07
FIXED INCOME SERIES:
MONEY MARKET** 11.71 7.69 9.58 6.91 5.38 5.41
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- -- -- -- --
</TABLE>

1988 1989 1990 1991 1992 1993 1994
-------- ------- -------- -------- -------- -------- ---------
<C> <C> <C> <C> <C> <C> <C>

-- 2.80% 5.17% 18.47% 4.57% 9.49% (5.32)%
-- 3.71 9.34 47.20 3.73 13.94 (4.64)

-- -- -- -- -- (0.54) (1.95)
21.03% 24.16 (9.17) 36.31 2.02 23.40 (3.70)
9.92 25.28 (7.15) 29.05 (1.66) 30.16 3.49
(0.03) 41.86 6.92 84.72 (4.29) 15.43 (5.86)

6.09 7.93 7.00 4.96 2.34 1.81 2.84

-- -- -- 11.11 4.38 9.31 (5.42)
</TABLE>

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

* 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: 1976 1977 1978 1979 1980 1981
------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK 8.19% (10.27)% 6.99% 28.32% 48.34% (6.93)%
MONEY MARKET - - - - - 5.70
</TABLE>

COMMUNICATING PERFORMANCE DATA

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.

MONEY MARKET FUND AND INTERMEDIATE GOVERNMENT SECURITIES FUND YIELD
INFORMATION

The current yield and effective yield of the Money Market Fund and
Intermediate Government

<PAGE>

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

Guarantee Periods and Expiration Dates

We currently offer Guarantee Periods ending on February 15 for each of the
maturity years 1996 through 2005. On January 1, 1996 a Guarantee Period
maturing on February 15, 2006 will become available and the Guarantee Period
expiring on February 15, 1996 will no longer be available for new
allocations.

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 the latest permissible

Annuity Commencement Date.

Guaranteed Rates and Price Per $100 of Maturity Value

Guaranteed Rates for new allocations as of November 1, 1995 and the related
price per $100 of Maturity Value for each currently available Guarantee
Period were as follows:

GUARANTEE
PERIODS WITH GUARANTEED
EXPIRATION DATE RATE AS OF PRICE PER $100
FEBRUARY 15 OF NOVEMBER 1, OF MATURITY
MATURITY YEAR 1995 VALUE
- --------------- ------------- --------------
1996 4.40% $98.76
1997 4.60 94.35
1998 4.77 89.87
1999 4.89 85.45
2000 4.94 81.30
2001 5.00 77.23
2002 5.12 73.02
2003 5.16 69.28
2004 5.28 65.26
2005 5.39 61.38

Allocation Among Guarantee Periods

For example, if you wish to have $100 mature on February 15 of each of years
1997 through 2001,

<PAGE>

then according to the above table the lump sum contribution you would have to
make as of November 1, 1995 would be $428.20 (i.e., the sum of the price per
$100 of Maturity Value for each maturity year from 1997 through 2001).

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 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.

(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.

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.

<PAGE>

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

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.

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. These
Certificates may not be available in all states.

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

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.

Self-Directed Allocation

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

<PAGE>

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.

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
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 latest
permissible 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 maturity year you select
for such specified Guaranteed Period may not be later than 10 years nor
earlier than seven years. 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 may only be elected at issue of your Certificate and
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 number of Accumulation Units will not vary because of any later change in
the Accumulation Unit Value. The Accumulation Unit Value varies

<PAGE>
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.

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.

o No transfers are permitted to or from the Guaranteed Period Account
or among the Guarantee Periods 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 or
among the Guarantee Periods must be at least $2,000 or, if less, the
entire Annuity Account Value may be transferred from the Guaranteed
Period Account or among the Guarantee Periods. 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 or among the Guarantee
Periods 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.

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.

DOLLAR COST AVERAGING

<PAGE>

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 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."

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.

<PAGE>

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.

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 of
6% for Annuitant issue ages 69 and under; 3% for issue ages 70 through 74;
and 0% for issue ages 75 and above, 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 applicable interest rate
above and the actual rate of return for the Money Market Fund for the
Contract Year such amounts are invested. Contributions, transfers and
withdrawals during the Contract Year will be taken into account. The above
applicable GMDB interest rate will be reduced once subsequent contributions
exceed certain levels as explained in (3) below.

(3) Depending on the Annuitant's issue age, the GMDB interest rate may be
reduced based on the ratio of total contributions made after a specified age
to net contributions* made prior to that age. The specified ages and ratios
are shown in the table below; the interest rate is shown in the applicable
ratio column.

- ----------------------------------------------------
REDUCED GMDB INTEREST RATES
RATIO OF
CONTRIBUTIONS ON OR
AFTER THE SPECIFIED
AGE TO NET
CONTRIBUTIONS* BEFORE
THE SPECIFIED AGE
---------------------
100% MORE
SPECIFIED THROUGH THAN
ISSUE AGE AGE 250% 250%
- ------------- ------------- ----------- --------
0-69 70 3% 0%
70-74 75 0% 0%
75+ N/A 0% 0%

There is no reduction in the GMDB interest rate if
the ratio is less than 100%.

*Net contributions are determined on the Processing
Date after the Annuitant reaches the specified age
and are defined as cumulative contributions made
under the Certificate prior to the specified age,
minus cumulative withdrawals made under the
Certificate prior to the specified age.

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

Applicable to Certificates issued in New York
- ---------------------------------------------

<PAGE>

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 plus (e) any amount by which
the GMDB is increased due to the seventh Contract Year reset in (1) above.

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

How Withdrawals and Transfers Affect the GMDB

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

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.

<PAGE>

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."

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. 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 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 (1) the Annuity Account Value for any life annuity form or
(2) the Cash Value for any period certain only annuity form except that if
the period certain is more than five years, the amount applied will be no
less than 95% of the Annuity Account Value.

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 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

<PAGE>

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.

ASSURED PAYMENT PLAN

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, such withdrawal charge will not be deducted
and 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.

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) and Assured
Payment Plan (Period Certain) are described in our Prospectus for the Assured
Payment Plan, dated November 1, 1995. Copies are available from your
registered representative.

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

We can defer payment of any portion of the Annuity Account Value in the
Guaranteed Period Account (other than for death benefits) 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

<PAGE>

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>
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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, 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 received during the first
Contract Year. This sales load is deducted on each of the seven Processing
Dates (so long as the Certificate is in force) following receipt of each such
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.

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%

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."

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 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 remaining initial contribution of $8,000
($12,000-$4,000).

<PAGE>

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 0.35% 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

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

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.

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:

DAILY AVERAGE NET ASSETS
-------------------------------------
FIRST $350 NEXT $400 OVER $750
MILLION MILLION MILLION
----------- ----------- -----------
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%

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

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>
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PART 7: VOTING RIGHTS
- ------------------------------------------------------------------------------
TRUST VOTING RIGHTS

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

CHANGES IN APPLICABLE LAW

<PAGE>
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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.

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.

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>
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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

MONTHLY
CONTRIBUTION YEAR 10 YEAR 15 YEAR 20 YEAR 25 YEAR 30
- -------------- -------- -------- --------- --------- ---------
$ 20 $ 3,532 $ 6,520 $ 10,811 $ 16,970 $ 25,813
50 8,829 16,301 27,027 42,425 64,532
100 17,659 32,601 54,053 84,851 129,064
200 35,317 65,202 108,107 169,701 258,129
300 52,969 97,804 162,160 254,552 387,193

Chart 4 presents an additional way to demonstrate the significant impact of
starting to make contributions to a retirement program earlier rather than
later. It assumes that an individual had a goal to accumulate $250,000
(pre-tax) by age 65. If he 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.

The third approach to retirement savings is fully taxable. Contributions are
made with after-tax dol-

<PAGE>

lars 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.

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]

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]

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.

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.

<PAGE>

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

ASSUMED
GUARANTEED RATE ON
FEBRUARY 15, 2000
----------------------
5.00% 9.00%
---------- ----------
As of February 15, 2000 (Before Withdrawal)
- -------------------------------------------
(1) Present Value of Maturity Value, also
Annuity Account Value ..................... $144,048 $119,487
(2) Guaranteed Period Amount ............... 131,080 131,080
(3) Market Value Adjustment: (1)-(2) ...... 12,968 (11,593)
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

<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 or Intermediate Government Securities Fund), no
subsequent contributions, no transfers and no withdrawals, the GMDB for an
Annuitant age 45 would be calculated as follows:

END OF
CONTRACT ANNUITY ACCOUNT NON-NEW YORK
YEAR VALUE GMDB NEW YORK GMDB
- ---------- --------------- -------------- -------------
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)

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.

<PAGE>

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

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:

(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.

<PAGE>

- ------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
- ------------------------------------------------------------------------------

PAGE
--------
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

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>

INCOME MANAGER (SERVICE MARK)

ACCUMULATOR
STATEMENT OF ADDITIONAL INFORMATION

NOVEMBER 1, 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:
Processing Office:
787 Seventh Avenue, New York, NY 10019
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 November 1, 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.

<PAGE>

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

(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).

PART 2 - ANNUITY UNIT VALUES

The annuity unit value was fixed at $1.00 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%.

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:

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
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).

PART 3 - CUSTODIAN AND
INDEPENDENT ACCOUNTANTS

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

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

Money Market Fund

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 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.

<PAGE>

Intermediate Government Securities Fund

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 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.

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 were offered for the first time in 1995,
yield information is not available.

PART 5 - LONG-TERM MARKET
TRENDS

<PAGE>

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.

The following chart illustrates average annual rates of return over selected
time periods between December 31, 1926 and December 31,

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
Gov't Bonds
- ------- -------- -------------- -----------------
<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.

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.

<PAGE>

MARKET TRENDS:
ILLUSTRATIVE ANNUAL RATES OF RETURN

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.

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 commenced operations in 1995.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

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

PRICE WATERHOUSE LLP
New York, New York
February 8, 1995

F-1

<PAGE>

INDEPENDENT AUDITORS' REPORT

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

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

F-2

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1994 AND 1993

See Notes to Consolidated Financial Statements.

F-3

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

See Notes to Consolidated Financial Statements.

F-4

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

See Notes to Consolidated Financial Statements.

F-5

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

See Notes to Consolidated Financial Statements.

F-6

<PAGE>

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

1) ORGANIZATION

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

2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Certain reclassifications have been made in the amounts presented for
prior periods to conform those periods with the 1994 presentation.

Closed Block

F-7

Discontinued Operations

Accounting Changes

F-8

New Accounting Pronouncements

Valuation of Investments

Policy loans are stated at unpaid principal balances.

Equity securities, comprised of common stock and non-redeemable preferred
stocks, are carried at estimated fair value and are included in other equity
investments.

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

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

All securities are recorded in the consolidated financial statements on a
trade date basis.

Investment Results and Unrealized Investment Gains (Losses)

F-9

Recognition of Insurance Income and Related Expenses

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

Deferred Policy Acquisition Costs

Policyholders' Account Balances and Future Policy Benefits

F-10

Federal Income Taxes

F-11

Separate Accounts

F-12

3) INVESTMENTS

The following tables provide additional information relating to fixed
maturities and equity securities:

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 ........................ $4,909.0 $218.2 $31.0 $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 stock ...... 31.1 .1 5.7 25.5
----------- ------------ ------------ ------------
Total Available for Sale ........... $7,545.4 $325.5 $41.6 $7,829.3
=========== ============ ============ ============
Equity Securities:
Common stock ...................... $ 110.0 $ 78.8 $ 2.8 $ 186.0
Non-redeemable preferred stock ... 6.9 .3 .5 6.7
----------- ------------ ------------ ------------
Total Equity Securities ............ $ 116.9 $ 79.1 $ 3.3 $ 192.7
=========== ============ ============ ============
</TABLE>

F-13

The contractual maturity of bonds at December 31, 1994 is 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 ..... $ 216.2 $ 216.1 $ 214.9 $ 214.8
Due in years two through five 1,442.1 1,419.1 1,895.2 1,855.0
Due in years six through ten 1,733.5 1,634.3 2,763.8 2,549.7
Due after ten years .......... 1,831.2 1,747.4 2,376.0 2,227.3
Mortgage-backed securities .. -- -- 686.0 644.1
----------- ------------ ----------- ------------
Total ........................ $5,223.0 $5,016.9 $7,935.9 $7,490.9
=========== ============ =========== ============
</TABLE>

Investment valuation allowances and changes thereto are shown below:

F-14

The Insurance Group's fixed maturity investment portfolio includes
corporate high yield securities consisting of public high yield bonds,
redeemable preferred stocks and directly negotiated debt in leveraged buyout
transactions. The Insurance Group seeks to minimize the higher than normal
credit risks associated with such securities by monitoring the total
investments in any single issuer or total
investment in a particular industry group. Certain of these corporate high
yield securities are classified as other than investment grade by the various
rating agencies, i.e., a rating below Baa or 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, 1994,
approximately 12.4% of the $13,017.0 million aggregate amortized cost of
bonds held by the Insurance Group were considered to be other than investment
grade.

F-15

4) JOINT VENTURES AND PARTNERSHIPS

F-16

5) NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

The sources of net investment income are summarized as follows:

F-17

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

F-18

<PAGE>

6) CLOSED BLOCK

Summarized financial information of the Closed Block is as follows:

F-19

Implementation of a new accounting statement for the valuation of fixed
maturities at December 31, 1993, resulted in the recognition of a deferred
dividend liability of $49.6 million.

7) DISCONTINUED OPERATIONS

Summarized financial information of the GIC Segment is as follows:

F-20

At December 31, 1994 and 1993, problem mortgage loans on real estate had
amortized costs of $14.9 million and $64.8 million, respectively, and
mortgage loans on real estate for which the payment terms have been
restructured had amortized costs of $371.2 million and $373.3
million, respectively. At December 31, 1993, the restructured mortgage loans
on real estate amount included $.2 million of problem mortgage loans on real
estate.

At December 31, 1994 and 1993, the GIC Segment had $312.2 million and
$325.9 million, respectively, of real estate acquired in satisfaction of
debt.

8) SHORT-TERM AND LONG-TERM DEBT

Short-term and long-term debt consists of the following:

Short-term Debt

F-21

During 1994, EREIM established two bank lines of credit totaling $30.0
million of which $20.0 million was outstanding at December 31, 1994.

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.

During 1994, Alliance repaid the direct placement notes.

9) FEDERAL INCOME TAXES

A summary of the Federal income tax expense (benefit) in the consolidated
statements of earnings is shown below:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1994 1993 1992
-------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Federal income tax expense
(benefit):
Current ............................ $ 4.0 $115.8 $ 30.7
Deferred ........................... 97.2 (24.5) (11.5)
-------- -------- --------
Total .............................. $101.2 $ 91.3 $ 19.2
======== ======== ========
</TABLE>
The Federal income taxes attributable to consolidated operations are
different from the amounts determined by multiplying the earnings (loss) from
operations before Federal income taxes by the expected Federal income tax
rate (35% for 1994 and 1993 and 34% for 1992).

F-22

The sources of the difference and the tax effects of each are as follows:

The components of the net deferred Federal income tax asset are as
follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1994 DECEMBER 31, 1993
------------------------ ------------------------
ASSETS LIABILITIES ASSETS LIABILITIES
--------- ------------- --------- -------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Deferred policy acquisition costs,
reserves and reinsurance ......... $-- $220.3 $ -- $200.9
Investments ....................... -- 18.7 -- 126.4
Compensation and related benefits 307.3 -- 288.5 --
Other ............................. -- 5.8 66.6 --
--------- ------------- --------- -------------
Total ............................. $307.3 $244.8 $355.1 $327.3
========= ============= ========= =============
</TABLE>

F-23

10) REINSURANCE AGREEMENTS

For the year ended December 31, 1992, reinsurance premiums assumed totaled
$151.0 million and reinsurance premiums ceded totaled $16.6 million.

11) EMPLOYEE BENEFIT PLANS

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

F-24

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

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

The following table sets forth the postretirement benefits plan's status,
reconciled to amounts recognized in the Company's consolidated financial
statements:

F-25

<PAGE>
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1994 1993
---------- ----------
(IN MILLIONS)
<S> <C> <C>
Accumulated postretirement benefits obligation:
Retirees ......................................... $(300.4) $(283.4)
Fully eligible active plan participants .......... (33.0) (38.7)
Other active plan participants ................... (44.0) (75.1)
---------- ----------
(377.4) (397.2)
Unrecognized benefit of plan amendments ............ (3.2) --
Unrecognized prior service cost .................... (61.9) (66.6)
Unrecognized net loss from past experience
different from that assumed and from changes in
assumptions ...................................... 64.7 85.5
---------- ----------
Accrued Postretirement Benefits Cost ............... $(377.8) $(378.3)
========== ==========
</TABLE>

12) DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivatives

Fair Value of Financial Instruments

F-26

The following table discloses carrying value and estimated fair value for
financial instruments not otherwise disclosed in Notes 3 and 6:

F-27

13) COMMITMENTS AND CONTINGENT LIABILITIES

14) LITIGATION

15) LEASES

16) SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31, 1994, 1993 and 1992, respectively, real
estate of $189.8 million, $261.8 million and $208.5 million was acquired in
satisfaction of debt.

17) OTHER OPERATING COSTS AND EXPENSES

Other operating costs and expenses consisted of the following:

18) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

At December 31, 1994, the Insurance Group, in accordance with various
government and state regulations, had $17.5 million of securities deposited
with such government or state agencies.

F-29

19) BUSINESS SEGMENT INFORMATION

F30

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 Attributed Insurance Capital and the Individual
Insurance and Annuities and Group Pension segments to result in the insurance
business segments having assets equal to adjusted liabilities plus equity
maintained at Equitable Life and its 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.

F-31

<PAGE>

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1994 1993
----------- -----------
(IN MILLIONS)
<S> <C> <C>
Assets
Individual insurance and annuities $44,063.4 $42,667.1
Group pension ..................... 4,222.8 4,928.4
Attributed insurance capital ..... 2,609.8 2,852.4
----------- -----------
Insurance operations ............. 50,896.0 50,447.9
Investment services ............... 12,127.9 12,229.1
Consolidation/elimination ......... (1,614.4) (1,589.3)
----------- -----------
Total ............................. $61,409.5 $61,087.7
=========== ===========
</TABLE>

20) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The quarterly results of operations for the years ended December 31, 1994,
1993 and 1992, are summarized below:

F-32

Summarized balance sheets information for DLJ, reconciled to the Company's
carrying value of DLJ, are as follows:

Summarized statements of earnings information for DLJ reconciled to the
Company's equity earnings of DLJ is as follows:

22) RELATED PARTY TRANSACTIONS

F-33

23) SUBSEQUENT EVENTS

F-34