U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
The Equitable Life Assurance Society of the United States
787 Seventh Avenue, New York, NY 10019
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2. Name of each series or class of funds for which this notice is filed:
Separate Account No. 45 of The Equitable Life Assurance Society of the United
States
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3. Investment Company Act File Number: 811-8754
Securities Act File Number: 33-83750
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4. Last day of fiscal year for which this notice is filed: December 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2 in
a prior fiscal year, but which remained unsold at the beginning of the fiscal
year:
0
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
0
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9. Number and aggregate sale price of securities sold during the fiscal year:
$31,961,452
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<PAGE>
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
$31,961,452
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see Instruction
B.7):
0
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 31,961,452
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (form Item 11, if applicable): +
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(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 7,337,014
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(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +
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(v) Net aggregate price of securities sold and issued during the fiscal year in
reliance on rule 24 f-2 [line (i), plus line (ii), less line (iii), plus line
(iv)] (if applicable): 24,624,438
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation
(see Instruction C.6): x 0.0003448
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(vii) Fee due [line (i) multiplied by line (vi)]: $ 8,490.51
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: February 26, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Dennis D. Witte
Senior Vice President
Date February 27, 1996
*Please print the name and title of the signing officer below the signature.
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February 27, 1996
The Equitable Life Assurance
Society of the United States
787 Seventh Avenue
New York, New York 10019
Dear Sirs:
This opinion is furnished in connection with the filing by The
Equitable Life Assurance Society of the United States ("Equitable") of a Notice
(the "Notice") pursuant to Rule 24f-2 (the "Rule") under the Investment Company
Act of 1940 (the "1940 Act") relating to the registration by Equitable's
Separate Account No. 45 ("Separate Account No. 45") under the Securities Act of
1933 (the "1933 Act") of an indefinite number of units of interest (the "Units")
under variable annuity contracts and certificates (the "Contracts"). These
securities were registered by the filing under the 1933 Act of Pre-Effective
Amendment No. 2 to Registration Statement No. 33-83750 (the "Registration
Statement") which became effective on February 28, 1995. During the year ended
December 31, 1995, in reliance upon the Rule, Units were issued in return for
$31,961,452 of contributions received under the Contracts.
The Contracts are designed to provide fixed and variable benefits under
the plans and arrangements described in the Prospectus included in the
Registration Statements, as amended (the "Prospectus").
I have examined all such corporate records of Equitable and such other
documents and such laws as I consider appropriate as a basis for the opinion
hereinafter expressed. On the basis of such examination, it is my opinion that:
1. Equitable is a corporation duly organized and validly existing under
the laws of the State of New York.
2. Separate Account No. 45 was duly established and is maintained by
Equitable pursuant to the laws of the State of New York, under which the income,
gains and losses, whether or not realized, from assets allocated to Separate
Account No. 45, are, in accordance with the Contracts, credited to or charged
against such account, without regard to the other income, gains or losses of
Equitable.
<PAGE>
The Equitable Life Assurance
Society of the United States
February 27, 1996
Page 2
3. The assets of Separate Account No. 45 are owned by Equitable;
Equitable is not a trustee with respect thereto. The Contracts provide that the
portion of the assets of Separate Account No. 45 equal to the reserves and other
contract liabilities with respect to Separate Account No. 45 shall not be
chargeable with liabilities arising out of any other business Equitable may
conduct and that Equitable reserves the right to transfer assets of Separate
Account No. 45 in excess of such reserves and contract liabilities to the
general account of Equitable.
4. The Contracts (including any Units duly credited thereunder) have
been duly authorized, and each of the Contracts (including any such Units)
constitutes a validly issued and binding obligation of Equitable in accordance
with its terms. Purchasers of the Contracts described in the Prospectuses are
subject only to the deductions, charges and fees set forth in such Prospectuses.
Very truly yours,
/s/ Jonathan Gaines
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Jonathan Gaines
